Exhibit d(2)(8)
SUBADVISORY AGREEMENT
THE PHOENIX EDGE SERIES FUND
PHOENIX-XXX XXXXXX EQUITY 500 INDEX SERIES
SUBADVISORY AGREEMENT
THE PHOENIX EDGE SERIES FUND
PHOENIX-XXX XXXXXX EQUITY 500 INDEX SERIES
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
AGREEMENT made as of the 1st day of September, 2006 between Phoenix
Variable Advisors, Inc. (the "Advisor"), a corporation organized under the laws
the State of Delaware, and Xxxxxx Xxxxxxx Investment Management Inc., d/b/a Xxx
Xxxxxx (the "Subadvisor"), a corporation organized under the laws of the State
of Delaware.
WHEREAS, The Phoenix Edge Series Fund (the "Fund") is a diversified
open-end investment company of the series type registered under the Investment
Company Act of 1940, as amended, (the "1940 Act"); and
WHEREAS, the shares of the Fund may be offered in one or more separate
series, including the Phoenix-Xxx Xxxxxx Equity 500 Index Series (previously
known as Phoenix-Alliance/Xxxxxxxxx Enhanced Index Series) (the "Designated
Series"); and
WHEREAS, the Advisor has entered into an Investment Advisory Agreement
("Advisory Agreement") with the Fund pursuant to which the Advisor acts as
investment advisor to the Fund on behalf of one or more separate series of the
Fund, including the Designated Series; and
WHEREAS, pursuant to the Advisory Agreement, the Advisor renders certain
investment advisory services to the Fund on behalf of the Designated Series,
including providing general oversight of the Designated Series, and evaluating,
recommending and monitoring one or more registered investment advisors to serve
as subadvisor to the Designated Series; and
WHEREAS, the Advisor desires, with the approval of the Trustees of the Fund
(the "Trustees"), to retain Subadvisor to furnish portfolio management services
for the Designated Series; and
WHEREAS, the Subadvisor is willing to furnish such services on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, the Advisor and the Subadvisor agree as follows:
1. Employment as a Subadvisor. The Advisor, being duly authorized, hereby
appoints the Subadvisor to serve as discretionary subadvisor with regard to
the assets of the Designated Series (the "Assets"), subject to the terms
and conditions set forth in this Agreement.
2. Acceptance of Employment; Standard of Performance. The Subadvisor accepts
its engagement as a discretionary subadvisor of the Designated Series and
agrees to use its
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best professional judgment to make investment decisions and provide related
services for the Designated Series in accordance with the terms and
conditions set forth in this Agreement and as set forth in Schedule D
attached hereto and made a part hereof. The parties acknowledge and agree
that the services of the Subadvisor hereunder are not deemed exclusive and
that accordingly, the Subadvisor may render services to others so long as
those services do not conflict in any material manner with the Subadvisor's
performance of its duties and obligations pursuant to this Agreement.
3. Services of Subadvisor. Subject to the general oversight of the Advisor and
the Trustees, the Subadvisor shall manage all of the securities and other
similar assets of the Designated Series entrusted to it under this
Agreement, including the purchase, retention, and disposition of such
securities and other property, and shall carry out all of its duties and
obligations under this Agreement, according to the following terms and
conditions:
(a) At all times in performing its duties and obligations under this
Agreement, the Subadvisor shall act in conformity with the following
requirements: (i) 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 and statement of additional information, as
amended or supplemented from time to time (collectively, the "Prospectus");
(ii) the 1940 Act, the Investment Advisers Act of 1940, as amended (the
"Advisers Act") and the rules and regulations thereunder; (iii) all other
applicable federal and state laws, as each may be amended from time to
time; and (iv) and any resolutions as may be duly adopted by the Trustees
from time to time and any instructions and procedures of the Advisor, and,
in either case, furnished to the Subadvisor (collectively, these
requirements are referred to herein as the "Investment Requirements").
(b) The Subadvisor shall furnish a continuous investment program and
shall, in its discretion, determine what portfolio investments will be
purchased, retained, or sold by the Designated Series in conformity with
the Prospectus and other Investment Requirements.
(c) The Subadvisor shall effect all transactions and take all actions
to implement the investment objectives and policies of the Designated
Series in accordance with this Agreement.
(d) The Subadvisor shall have full authority at all times with respect
to the portfolio management of the Assets, including, but not limited to,
the authority: (i) to give written or oral instructions to various
broker/dealers, banks or other agents and to bind and obligate the Fund to
and for the carrying out of contracts, arrangements, or transactions which
shall be entered into by the Subadvisor on the Fund's behalf with or
through such broker/dealers, banks or other agents; (ii) to direct the
purchase and sale of any securities; and (iii) to maintain such uninvested
cash balances in the Designated Series as it shall deem reasonable and
appropriate without incurring any liability for the payment of interest
thereon.
(e) The Subadvisor shall not, without the Advisor's prior written
approval, effect any transaction or take any action that would cause the
Designated Series at the
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time of the transaction or action to be out of compliance with any of the
Investment Requirements. The Subadvisor shall promptly inform the Fund and
the Advisor of developments materially affecting (or reasonably expected to
affect) the Designated Series, and will, on its own initiative, furnish the
Fund and the Advisor from time to time with whatever information the
Subadvisor believes is appropriate for this purpose.
(f) The Subadvisor shall send or make available appropriate
representatives to/for regular or special meetings of the Fund as may be
reasonably requested from time to time by the Advisor.
(g) The Subadvisor shall provide appropriate representatives to attend
meetings requested by the Advisor at such time(s) and location(s) as are
reasonably requested by the Advisor.
(h) The Subadvisor shall place all orders for the purchase or sale of
securities or other investments for the Designated Series with brokers or
dealers selected by the Subadvisor, as more fully specified below in
Section 6 of this Agreement.
4. Transaction Procedures. All transactions for the purchase or sale of
securities or other investments for the Designated Series will 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 pursuant to its agreement with
the Fund (the "Custodian Agreement"), of all cash and/or securities and/or
other property due to or from the Designated Series. The Subadvisor shall
not have possession or custody of such cash and/or securities or any
responsibility or liability with respect to such custody, except as
expressly stated herein. The Subadvisor shall advise the Custodian and
confirm in writing or by confirmed electronic transmission 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 Subadvisor. 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 Subadvisor
shall have no responsibility or liability with respect to custodial
arrangements or the acts, omissions or other conduct of the Custodian.
5. Recordkeeping and Reporting. The Subadvisor shall maintain the records and
information required by Rule 31a-1 under the 1940 Act described in Schedule
B attached hereto, and such other records relating to the services the
Subadvisor provides under this Agreement as may reasonably be required in
the future by applicable SEC and other applicable rules, and shall retain
such information for such times and in such manner as required by
applicable rules, including but not limited to Rule 31a-2 under the 1940
Act. The records maintained by the Subadvisor hereunder shall be the
property of the Fund and shall be surrendered promptly upon request;
subject, however, to the Subadvisor's right to retain all such records as
the Subadvisor is required to maintain under the Advisers Act and the rules
and regulations promulgated thereunder; provided, further,
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that the Fund shall be entitled to make and maintain copies of any records
so retained by the Subadvisor.
6. Allocation of Brokerage. The Subadvisor shall have authority and discretion
to select brokers and dealers to execute transactions initiated by the
Subadvisor on behalf of the Designated Series with regard to the Assets,
and to select the markets on or in which the transactions will be executed,
subject to the following limitations:
(a) The Subadvisor shall at all times seek "best-execution", as
defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as
amended, (the "1934 Act").
(b) The Subadvisor shall at all times place orders for the sale and
purchase of securities in accordance with the brokerage policy of the
Designated Series as set forth in the Prospectus and as the Advisor or the
Trustees may direct from time to time.
(c) In placing orders for the sale and purchase of Designated Series
securities for the Fund, the Subadvisor's primary responsibility shall be
to seek the best execution of orders at the most favorable prices. However,
this responsibility shall not obligate the Subadvisor to solicit
competitive bids for each transaction or to seek the lowest available
commission cost to the Fund, so long as the Subadvisor reasonably believes
that the broker or dealer selected by it can be expected to provide
"best-execution" 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
1934 Act, provided by such broker or dealer to the Subadvisor, viewed in
terms of either that particular transaction or of the Subadvisor's overall
responsibilities with respect to its clients, including the Fund, as to
which the Subadvisor 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.
7. Prohibited Conduct. In providing the services described in this Agreement,
the Subadvisor will not consult with any other investment advisory firm
that the Subadvisor knows provides investment advisory services to any of
the Funds series regarding transactions for the Fund in securities or other
assets, except as permitted by applicable Rule 12d3-1 under the 1940 Act.
In addition, the Subadvisor shall not, without the prior written consent of
the Fund and the Advisor, delegate any obligations assumed pursuant to this
Agreement to any affiliated or unaffiliated third party.
8. Expenses. During the term of this Agreement, the Subadvisor shall bear all
expenses incurred by it in connection with providing its services
hereunder. Without limiting the foregoing, the parties acknowledge and
agree that the Subadvisor shall furnish at its own expense, or pay the
expenses of the Advisor, for the following items:
(a) Office facilities, including office space, furniture and equipment
utilized by the Subadvisor's employees in the fulfillment of its duties and
obligations under this Agreement; and
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(b) Personnel and services necessary to perform the functions required
to manage the investment and reinvestment of the Assets (including those
required for research, analysis, pricing, reporting, statistics, and
investment), and to fulfill the other duties and obligations of the
Subadvisor hereunder.
9. Fees for Services. The compensation of the Subadvisor for its services
under this Agreement shall be calculated and paid by the Advisor in
accordance with the attached Schedule C. Pursuant to the Advisory Agreement
between the Fund and the Advisor, the Advisor shall be solely responsible
for the payment of fees to the Subadvisor.
10. Limitation of Liability. The Subadvisor 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 or the
Advisor, which includes any error of judgment, or any diminution in value
of the investment portfolio of the Designated Series, so long as such acts
or omissions shall not have constituted a breach of the investment
objectives, policies and restrictions applicable to the Designated Series
and such acts or omissions shall not have resulted from the Subadvisor's
willful misfeasance, bad faith, reckless disregard or gross negligence, a
violation of the standard of care established by and applicable to the
Subadvisor in its actions under this Agreement or a breach of its duty or
of its obligations hereunder (provided further, however, that the foregoing
shall not be construed to protect the Subadvisor from liability under the
1940 Act, other federal or state securities laws or common law).
11. Indemnification.
(a) The Advisor agrees to indemnify and hold harmless the Subadvisor,
its officers and directors, and any person who "controls" the Subadvisor,
within the meaning of Section 15 of the Securities Act of 1933, as amended
(the "1933 Act"), from and against any and all direct or indirect
liabilities, losses or damages (including reasonable attorneys' fees and
costs) suffered by Subadvisor arising from, or connected with, (i) the
Advisor's breach of any provision of this Agreement, (ii) willful
misfeasance, bad faith, reckless disregard or gross negligence on the part
of the Advisor or any of its officers, directors or employees in or
relating to the performance of the Advisor's duties and obligations under
this Agreement, (iii) the operation of the Designated Series or the Fund,
or the distribution of shares of the Designated Series or the Fund, (iv)
the performance, non-performance or omission of any third-party service
provider to the Designated Series or (v) any untrue statement or alleged
untrue statement of a material fact contained in the Prospectus and
Statement of Additional Information, as amended or supplemented from time
to time or promotional materials pertaining or relating to the Designated
Series or any amendment thereof or any supplement thereto or the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statement therein not misleading, if such
a statement or omission was made by the Fund other than in reliance upon
written information furnished by the Subadvisor or any affiliated person of
the Subadvisor, expressly for use in the Fund's registration statement or
other than upon verbal information confirmed by the Subadvisor in writing
expressly
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for use in the Fund's registration statement. The Advisor acknowledges and
agrees that the Subadvisor makes no representation or warranty, express or
implied, that any level of performance or investment results will be
achieved by the Designated Series or that the Designated Series will
perform comparably with any standard or index, including other clients of
the Subadvisor, whether public or private.
In no case shall the Advisor's indemnity in favor of the Subadvisor or any
affiliated person or controlling person of the Subadvisor, or any other
provision of this Agreement, be deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of
its duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.
(b) The Subadvisor agrees to indemnify and hold harmless the Advisor,
its officers and directors, and any person who "controls" the Advisor,
within the meaning of Section 15 of the 1933 Act, from and against any and
all direct or indirect liabilities, losses or damages (including reasonable
attorneys' fees and costs) suffered by Advisor arising from or connected
with (i) the Subadvisor's breach of its duties under this Agreement, (ii)
willful misfeasance, bad faith, reckless disregard or gross negligence on
the part of the Subadvisor or any of its officers, directors or employees
in the performance of the Subadvisor's duties and obligations under this
Agreement or (iii) any untrue statement or alleged untrue statement of a
material fact contained in the Prospectus or Statement of Additional
Information, as amended or supplemented from time to time relating to the
Designated Series or any amendment thereof or any supplement thereto or the
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statement therein not
misleading, if such a statement or omission was made in reliance upon
written information furnished by the Subadvisor or any affiliated person of
the Subadvisor to the Advisor, the Fund or any affiliated person of the
Advisor or the Fund expressly for use in the Fund's registration statement,
or upon verbal information confirmed by the Subadvisor in writing expressly
for use in the Fund's registration statement; or (iv) to the extent of, and
as a result of, the failure of the Subadvisor to execute, or cause to be
executed, portfolio transactions according to the standards and
requirements of the 1934 Act, the 1940 Act and the Advisers Act.
In no case shall the Subadvisor's indemnity in favor of the Advisor or any
affiliated person or controlling person of the Advisor, or any other
provision of this Agreement, be deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of
its duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.
12. Insurance. The Subadvisor shall, during the term of this Agreement, at its
own expense, maintain adequate liability and errors and omissions insurance
coverage to the reasonable satisfaction of the Advisor.
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13. No Personal Liability. Reference is hereby made to the Declaration of
Trust, a copy of which has been filed with the Secretary of the
Commonwealth of Massachusetts and elsewhere as required by law, and to any
and all amendments thereto so filed or hereafter so filed with the
Secretary of the Commonwealth of Massachusetts and elsewhere as required by
law. The name The Phoenix Edge Series Fund refers to the Trustees under
said Declaration of Trust, as Trustees and not personally, and no Trustee,
shareholder, officer, agent or employee of the Fund shall be held to any
personal liability in connection with the affairs of the Fund; only the
Fund estate under said Declaration of Fund is liable. Without limiting the
generality of the foregoing, neither the Subadvisor 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 Fund estate.
14. Confidentiality. Subject to the duty of the Advisor or Subadvisor 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 Subadvisor and the Fund in respect thereof. It is understood
that any information or recommendation supplied by the Subadvisor in
connection with the performance of its obligations hereunder is to be
regarded as confidential and for use only by the Advisor, the Fund or such
persons as the Advisor may designate in connection with the Designated
Series who have agreed to maintain the confidentiality of all such
information. It is also understood that any information supplied to the
Subadvisor in connection with the performance of its obligations hereunder,
particularly, but not limited to, any list of investments which, on a
temporary basis, may not be bought or sold for the Designated Series, is to
be regarded as confidential and for use only by the Subadvisor in
connection with its obligation to provide investment advice and other
services to the Designated Series. The parties acknowledge and agree that
all nonpublic personal information with regard to shareholders in the
Designated Series shall be deemed proprietary information of the Advisor,
and that the Subadvisor shall use that information solely in the
performance of its duties and obligations under this Agreement and shall
takes reasonable steps to safeguard the confidentiality of that
information. Further, the Subadvisor shall maintain and enforce adequate
security procedures with respect to all materials, records, documents and
data relating to any of its responsibilities pursuant to this Agreement
including all means for the effecting of investment transactions.
15. Assignment. This Agreement shall terminate automatically in the event of
its "assignment," as that term is defined in Section 2(a)(4) of the 0000
Xxx.
(a) To the extent consistent with applicable law the Subadvisor shall
provide the Advisor with reasonable advance written notice of any proposed
change of "control," as defined in Section 2(a)(9) of the 1940 Act, as will
enable the Advisor to consider whether an assignment as defined in Section
202 of the Advisers Act and Section 2(a)(4) of the 1940 Act will occur and
to take the steps necessary under applicable law and regulation. The
Subadvisor will be liable to the Fund and the Advisor for all direct and
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indirect costs as defined below resulting from a change of control of the
Subadvisor, which causes an assignment, as such terms are defined under the
1940 Act and the Advisers Act. Such costs are agreed to include
reimbursement of reasonable costs associated with distributing an
information statement to existing shareholders in the Designated Series as
required by the terms of the manager-of-managers exemptive relief
previously obtained by the Advisor of the Fund or a proxy statement to
existing shareholders in the Designated Series. In addition the Subadvisor
agrees to reimburse the Fund for costs associated with printing and mailing
any prospectus supplements required to be distributed to existing
shareholders to the Designated Series by the 1940 Act, or rules or
exemptive relief thereunder, as a result of the Subadvisor's change of
control. The Advisor agrees to make such determination of a change of
control or assignment in good faith and to make every effort to mitigate
costs.
(b) Notwithstanding the foregoing, no assignment shall be deemed to
result from any changes in the directors, officers, or employees of Manager
or Subadvisor except as may be provided to the contrary in the 1940 Act or
the rules and regulations thereunder. The Subadvisor may perform its
services through its employees or officers or agents, and the Advisor shall
not be entitled to the advice, recommendation or judgment of any specific
person; provided, however, that the persons identified in the prospectus of
the Designated Series shall perform the portfolio management duties
described therein until the Subadvisor notifies the Advisor that one or
more other employees or officers or agents identified in such notice shall
assume such duties as of a specific date.
(c) The understandings and obligations set forth in this Section shall
survive the termination of this Agreement and shall be binding upon the
Subadvisor and its successors.
16. Representations, Warranties and Agreements of the Subadvisor. The
Subadvisor represents, warrants and agrees that:
(a) It is registered as an "investment advisor" under the Advisers Act
and will maintain such status so long as this Agreement remains in effect.
(b) It shall comply with any other applicable federal or state
requirements, and the applicable requirements of any regulatory or
self-regulatory agency, necessary to be met for its performance of the
services contemplated by this Agreement so long as this Agreement remains
in effect.
(c) It is not prohibited by the 1940 Act, the Advisers Act or other
applicable federal or state law from performing the services contemplated
by this Agreement.
(d) It is duly organized and validly existing under the laws of the
State in which it was organized with the power to own and possess its
assets and carry on its business as it is now being conducted.
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(e) It has the power and has taken all necessary action, and has
obtained all necessary licenses, authorizations and approvals, to execute
this Agreement, which Agreement constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms, to enter into and
perform the services contemplated by this Agreement; and the execution,
delivery and performance by it of this Agreement does not contravene or
constitute a default under any agreement binding upon it.
(f) It will promptly notify the Advisor of the occurrence of any event
that would disqualify it from serving as an investment advisor of an
investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
(g) It has a written code of ethics complying with the requirements of
Rule 17j-l under the 1940 Act and Rule 204A-1 of the Advisers Act and will
provide the Advisor with a copy of the code of ethics and evidence of its
adoption. The Subadvisor acknowledges receipt of the written code of ethics
adopted by and on behalf of the Fund (the "Code of Ethics"). It will not be
subject to the Code of Ethics during the term of this Agreement so long as
its code of ethics complies with applicable regulatory requirements and has
been approved by the Trustees. Within 10 days of the end of each calendar
quarter while this Agreement is in effect, a duly authorized compliance
officer of the Subadvisor shall certify to the Fund and to the Advisor that
the Subadvisor has complied with the requirements of Rules 17j-l and 204A-1
of the Advisers Act 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.
The Subadvisor shall permit the Fund and Advisor to examine the reports
required to be made by the Subadvisor under Rule 17j-l(c)(1) or as required
by law.
(h) It will use all necessary efforts to manage the Designated Series
so that it will satisfy the diversification and minimum "good income"
requirements of Subchapter M and the diversification requirements of
Section 817(h) of the Internal Revenue Code of 1986, as amended.
(i) It has furnished a true and complete copy of its registration
statement as filed with the Securities and Exchange Commission (the
"Commission") on Form ADV to the Advisor and will furnish promptly such
updated copies of its registration statement or amendments thereto as are
filed with the Commission from time to time.
(j) It will furnish to the Advisor true and complete copies of reports
or other documents as may be reasonably requested by the Advisor in
connection with the performance of the Subadvisor's duties and obligations
under this Agreement.
(k) It will be responsible for the preparation and filing of Schedule
13G and Form 13F on behalf of the Designated Series in accordance with the
requirements thereunder.
(l) It will furnish or otherwise make available to the Advisor such
other information relating to the business affairs of the Subadvisor or the
management of the Designated Series as the Advisor at any time, or from
time to time, reasonably requests in
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connection with the Advisor's or Subadvisor's performance of its respective
obligations hereunder; subject, however, to the Subadvisor's right to
retain all such records as the Subadvisor is required to maintain under the
Advisers Act and the rules and regulations promulgated thereunder;
provided, further, that the Fund and the Advisor shall be entitled to make
and maintain copies of any records so retained by the Subadvisor.
(m) It will maintain, keep current and preserve on behalf of the Fund,
in the manner required or permitted by the Advisers Act and the Rules
thereunder, the records identified in Schedule B (as Schedule B may be
amended from time to time). The Subadvisor agrees that such records are the
property of the Fund, and will be surrendered to the Fund or to the Adviser
as agent of the Fund promptly upon request of either.
(n) The Subadvisor hereby warrants and represents that it will provide
the requisite certifications requested by the chief executive office 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 in the form presented in
Schedule E attached hereto and made a part hereof.
(o) 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
Subadvisor and its supervised persons, and, to the extent the activities of
the Subadvisor 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 Subadvisor 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 Subadvisor agrees to cooperate with periodic
reviews by the Fund's compliance personnel of the Subadvisor'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 Subadvisor's policies and procedures,
compliance by the Subadvisor with federal securities laws and related
matters and the Fund's compliance personnel may reasonably request. The
Subadvisor agrees to promptly notify the Advisor of any material compliance
violations which affect the Designated Series.
17. Representations, Warranties and Agreements of the Advisor. The Advisor
represents, warrants and agrees that:
(a) It is registered as an "investment advisor" under the Advisers
Act.
(b) It shall continue to meet any other applicable federal or state
requirements, or the applicable requirements of any regulatory or
self-regulatory agency, necessary to be met for its performance of the
services contemplated by this Agreement so long as this Agreement remains
in effect.
(c) It is not prohibited by the 1940 Act, the Advisers Act or other
applicable federal or state law from performing the services contemplated
by this Agreement.
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(d) It is duly organized and validly existing under the laws of the
State in which it was organized with the power to own and posses its assets
and carry on its business as it is now being conducted.
(e) It has the power and has taken all necessary action, and has
obtained all necessary licenses, authorizations and approvals, to execute
this Agreement, which Agreement constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms, to enter into and
perform the services contemplated by this Agreement; and the execution,
delivery and performance by it of this Agreement does not contravene or
constitute a default under any agreement binding upon it.
(f) It has delivered, or will before the effective date of this
Agreement deliver, to the Subadvisor true and complete copies of (i) the
Prospectus, (ii) the Declaration of Trust, and (iii) such other documents
or instruments governing the investments and investment policies and
practices of the Designated Series applicable to the Subadvisor's duties
and obligations hereunder, and during the term of this Agreement will
promptly deliver to the Subadvisor true and complete copies of all
documents and instruments supplementing, amending, or otherwise becoming
such documents or instruments before or at the time they become effective.
(g) It will furnish or otherwise make available to the Subadvisor such
other information relating to the business affairs of the Fund as the
Subadvisor at any time, or from time to time, reasonably requests in order
to discharge its obligations hereunder.
18. Representations, Warranties and Agreements of the Fund. By their approval
of this Agreement the Trustees represent, warrant and agree that:
(a) The Fund is not prohibited by the 1940 Act or other applicable
federal or state law from performing their obligations under this
Agreement.
(b) The Fund is duly organized and validly existing under the laws of
the State in which it was organized with the power to own and posses its
assets and carry on its business as it is now being conducted.
(c) The Fund has taken all necessary action, and have obtained all
necessary licenses, authorizations and approvals, to permit the Fund to
enter into this Agreement, which Agreement constitutes the Fund's legal,
valid and binding obligation, enforceable in accordance with its terms; and
the execution, delivery and performance by the Fund of this Agreement does
not contravene or constitute a default under any agreement binding upon the
Fund.
19. Reports. The Subadvisor shall provide the Advisor and the Trustees such
periodic and special reports as the Advisor may reasonably request. The
Subadvisor agrees that such records are the property of the Fund, and shall
be made reasonably available for inspections, and by the Fund or by the
Advisor as agent of the Fund, and promptly upon request surrendered to
either. Without limiting the generality of the foregoing, the parties agree
and acknowledge that the Subadvisor shall provide the following items:
11
(a) Quarterly reports, in form and substance acceptable to the
Advisor, including but not limited to reports with respect to: (i)
compliance with the Subadvisor's code of ethics; (ii) compliance with
procedures adopted from time to time by the Trustees relative to securities
eligible for resale pursuant to Rule 144A under the 1933 Act; (iii)
diversification of Designated Series assets in accordance with the then
governing laws and prevailing Prospectus pertaining to the Designated
Series; (iv) compliance with governing Fund policies and 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) cross transactions conducted pursuant to Rule 17a-7 under
the 1940 Act; (vi) allocations of brokerage transactions along with
descriptions of the bases for those allocations and the receipt and
treatment of brokerage and research services received, as may be requested
to ensure compliance with Section 28(e) of the 1934 Act; (vii) any and all
other reports reasonably requested in accordance with or described in this
Agreement; and, (viii) the implementation of the Designated Series
investment program, including, without limitation, analyses of Designated
Series performance;
(b) Annual or other periodic reports, in form and substance acceptable
to the Advisor, including but not limited reports with respect to: (i)
analyses of Designated Series performance; (ii) disclosure related to the
portfolio management of the Designated Series and the Subadvisor as may be
contained in the Prospectus or marketing materials as amended, supplemented
or otherwise updated from time to time; and (iii) foreign custody
arrangements as governed by Rule 17f-7 under the 1940 Act; (iv) compliance
with the Subadvisor's code of ethics pursuant to Rule 17j-1; and (v) such
compliance certifications as may be reasonably requested.
(c) The parties acknowledge and agree that the Subadvisor is
authorized to supply the Fund's independent accountants,
PricewaterhouseCoopers LLP, or any successor accountant for the Fund, any
information that they may request in connection with the Fund.
In addition, the Subadvisor shall immediately notify and forward to both
the Advisor and any legal counsel for the Designated Series whose identity
has been provided to the Subadvisor any legal process served upon it on
behalf of the Advisor or the Fund. The Subadvisor shall promptly notify the
Advisor of any changes in any information concerning the Subadvisor of
which the Subadvisor becomes aware that is or would be required to be
disclosed in the Fund's registration statement.
20. Proxies. The Subadvisor shall review all proxy solicitation materials and
be responsible for voting and handling all proxies in relation to the
Assets of the Designated Series, such costs to be borne by the Subadvisor
except as limited in this paragraph below. Unless the Advisor or the Fund
gives the Subadvisor written instructions to the contrary, the Subadvisor
will, in compliance with the Subadvisor's proxy voting policy as provided
in writing to the Advisor, 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 Subadvisor will vote proxies
in the best interests of clients consistent with the Subadvisor's Client
Proxy Standard, as defined and disclosed in the proxy voting
12
policy. The Advisor shall cause the Custodian to forward promptly to the
Subadvisor all proxies upon receipt, so as to afford the Subadvisor a
reasonable amount of time in which to determine how to vote such proxies.
The Subadvisor agrees to provide the Advisor in a timely manner with annual
proxy voting reports containing a record of votes cast containing all of
the voting information required to be filed on Form N-PX pursuant to Rule
30b1-4 under the Act, such proxy voting reports to be provided in the
standard format provided by the Subadvisor's proxy administrator and
research provider. In the event the Advisor or Fund desires any
customization or alteration of the standard format of proxy voting reports
as provided by the Subadvisor's proxy administrator and research provider,
any additional cost incurred as a result of such customization or
alteration shall be borne by the Advisor or the Fund.
21. Valuation of Assets and Related Recordkeeping. The Subadvisor shall assist
the recordkeeping agent for the Fund in determining or confirming the value
of any securities or other assets in the Designated Series for which the
recordkeeping agent seeks assistance from or identifies for review by the
Advisor.
22. Amendment. This Agreement may be amended at any time, but only by written
agreement between the Subadvisor and the Advisor, which amendment, other
than amendments to Schedule A, B, C, D or E, is subject to the approval of
the Trustees and the Shareholders of the Fund as and to the extent required
by the 1940 Act.
23. Effective Date; Term. This Agreement shall become effective on the date set
forth on the first page of this Agreement. Unless terminated as hereinafter
provided, this Agreement shall remain in full force and effect until
November 30, 2007, and thereafter only so long as its continuance has been
specifically approved at least annually in accordance with Sections 15(a)
and (c) of the 1940 Act and the Rules promulgated thereunder.
24. Notices. Except as otherwise provided in this Agreement, all notices or
other communications required of permitted to be given hereunder shall be
in writing and shall be delivered or sent by (i) confirmed facsimile, (ii)
registered, certified or overnight mail, or (iii) a nationally recognized
overnight courier, to the following addresses or to such other address as
the relevant addressee shall hereafter provide for such purpose to the
other by notice in writing and shall be deemed to have been given at the
time of delivery.
If to the Advisor: PHOENIX VARIABLE ADVISORS, INC.
One American Row
Hartford, Connecticut
Attn: Xxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: Xxxxxx.Xxxxxx@xxxxxxxxx.xxx
If to the Subadvisor: XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
13
Attn: Xxxxxxxxx Xxxxxx Xxxxxxxx, Esq.
Telephone: 000-000-0000
Facsimile: 212-507-8432
Email: Xxx.Xxxxxxxx@xxxxxxxxxxxxx.xxx
25. Termination. This Agreement shall terminate immediately in the event of its
assignment, as specified above in Section 14 of this Agreement. This
Agreement may be terminated by either party, without penalty, immediately
upon written notice to the other party in the event of a breach of any
provision thereof by the party so notified, or otherwise, by the Advisor,
Subadvisor, Board of Trustees of the Fund or vote of a majority of the
outstanding voting securities of the Designated Series upon sixty (60)
days' written notice to the other party. Notwithstanding such termination,
any liability of a party to any other party under this Agreement shall
survive and remain in full force and effect with respect to any claim or
matter on which any party has given written notice to any other party prior
to termination and until such liability has been finally settled.
26. Use of Xxxxxx Xxxxxxx and Other Proprietary Names. The Subadvisor hereby
authorizes the Advisor to use the branded name "Xxx Xxxxxx" in the Fund's
Prospectus and Statement of Additional Information, as well as in any
advertisement or sales literature used by the Advisor or its agents to
promote the Fund and/or to provide information to shareholders of the
Designated Series ("Fund Material"), for so long as the Subadvisor is an
investment adviser to the Designated Series. The Advisor agrees not to use
the name "Xxxxxx Xxxxxxx" in any Fund Material unless permitted and
approved by the Subadvisor; provided, however, that the Advisor may use
such name where (i) in the opinion of counsel to the Advisor or the Fund,
or as directed by the SEC, such use is necessary to make the disclosures
contained in the Fund Material not misleading and (ii) the Advisor provides
the Subadvisor with prompt notice of the required disclosure. It is
understood that the names "Xxxxxx Xxxxxxx" or "Xxx Xxxxxx" and any
derivative thereof or logos associated with such names (collectively, the
"MS Names"), are the valuable property of the Subadvisor and its affiliates
and that the Advisor and/or the Fund shall only have the right to use the
MS Names in Fund Materials subject to the constraints set forth in this
paragraph and with the prior approval of the Subadvisor. Upon termination
of this Agreement, the Advisor and the Fund shall, as soon as it reasonably
possible, cease to use the MS Names.
27. 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
New York, without giving effect to the conflicts of laws principles
thereof.
28. 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.
14
29. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter of this
Agreement.
30. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, and all such counterparts shall
constitute a single instrument.
THE PHOENIX EDGE SERIES FUND
By: /s/ Xxxx Xxxxxxx X'Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx X'Xxxxxxx
Title: Senior Vice President
PHOENIX VARIABLE ADVISORS, INC.
By: /s/ Xxxx X. Xxxxx
------------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President and Secretary
ACCEPTED:
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
SCHEDULES: A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadvisor Functions
E. Forms of Sub-Certification
15
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 & Trust Company (the
"Custodian"), the custodian for the Fund, and PFPC, Inc., (the "Sub-Accounting
Agent").
The Subadvisor must furnish the Custodians and 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 7:00 p.m. (Eastern time) each day the Fund is open
for business. The necessary information may be sent electronically or via
facsimile machine to the Custodians and the Sub-Accounting Agent. Information
provided to the Custodians and the Sub-Accounting Agent shall include the
following:
1. Purchase or sale;
2. Security name;
3. CUSIP number (if applicable);
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed;
14. Currency for foreign trades;
15. Ticker symbol for domestic trades; and
16. Identified tax lot (if applicable).
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 Custodians. The
Custodians and Sub-Accounting Agent will supply the Subadvisor with a cash
availability report by email or by facsimile and the Sub-Accounting Agent will
provide a five day cash projection on a daily basis no later than 10:00 a.m.
(Central Time). This will normally be done electronically or via facsimile
machine so that the Subadvisor will know the amount available for investment
purposes.
16
SCHEDULE B
----------
RECORDS TO BE MAINTAINED BY THE SUBADVISOR
1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other
portfolio purchases and sales, given by the Subadvisor on behalf of the
Designated Series 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
cancellation 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
Designated 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 Advisor,
(c) The Subadvisor, 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. Shall show 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-(b)(10)) A records in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the
purchase or sale of portfolio 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
17
part of this record: any memorandum, recommendation or instruction
supporting or authorizing the purchase or sale of portfolio 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 Investment Advisers Act of 1940, to the extent such
records are necessary or appropriate to record the Subadvisor's
transactions for the Designated Series.
---------------------------
* 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 subadvisor review. It is acknowledged that dissemination of certain
proprietary research or other data may not be permissible.
18
SCHEDULE C
----------
SUBADVISORY FEE
For services provided to the Fund, the Advisor will pay to the Subadvisor, 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 Subadvisor, the net asset value of the Fund and each Designated
Series shall be valued as set forth in the then current registration statement
of the Fund.
Phoenix-Xxx Xxxxxx Equity 500 Index Series:
0.225% on the first $50 million of average net assets;
0.180% on average net assets between $50 million and $200 million;
0.135% on average net assets in excess of $200 million.
Phoenix-Xxx Xxxxxx Equity 500 Index Series was previously known as
Phoenix-Alliance/Xxxxxxxxx Enhanced Index Series.
19
SCHEDULE D
----------
SUBADVISOR FUNCTIONS
With respect to managing the investment and reinvestment of the Designated
Series' assets, the Subadvisor 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
Advisor, all as set forth in the Objectives and Policies;
(b) Implementation of the investment program for the Designated Series based
upon the foregoing criteria;
(c) Quarterly reports, in form and substance acceptable to the Advisor, with
respect to: (i) compliance with the 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 Objectives and Policies 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
included in the Objectives and Policies; (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 Securities and Exchange Commission an
amendment to its Form ADV, a copy of such amendment to the Advisor and the
Trustees;
(e) Attendance by appropriate representatives of the Subadvisor at meetings
requested by the Advisor or Trustees at such time(s) and location(s) as
reasonably requested by the Advisor or Trustees; and
(f) Notice to the Trustees and the Advisor of the occurrence of any event which
would disqualify the Subadvisor from serving as an investment advisor of an
investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
20
SCHEDULE E
----------
FORM OF OPERATIONS N-CSR SUB-CERTIFICATION
To:
Re: Form N-CSR Certification for the Phoenix-Xxx Xxxxxx Equity 500 Index
Series (the "Designated Series") of The Phoenix Edge Series Fund (the
"Fund")
From: Xxxxxx Xxxxxxx Investment Management Inc. (the "Subadvisor")
Representations in support of Investment Company Act Rule 30a-2 certifications
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 for the period ended [Date of Reporting Period]
(the "Reporting Period") for the Designated Series.
I, _______________, [TITLE] (Operations) of the Subadvisor, certify with respect
to the Designated Series of the Fund for the Reporting Period, and only with
respect to my area of responsibility that:
1. I have reviewed the names of securities and numbers of shares for each
security listed in the Schedule of Investments as of ______ for the
Fund (the "Schedule"), copies of which are attached as Exhibit A;
2. Based on my knowledge, the names of securities and numbers of shares
for each security listed in each Schedule is accurate, except as set
forth in the attached Exhibit B for the __________;
3. Based on my knowledge, the Subadvisor's Operations Department (the
"Operations Department") has transmitted materially complete and
accurate portfolio transaction information to the Fund's custodian
with respect to every portfolio transaction the manager has entered
into on behalf of the Fund during the Reporting Period;
4. The Operations Department has in place and has observed internal
controls and procedures that are reasonably designed to ensure that
all portfolio transactions with respect to the Fund are promptly and
accurately reported to the Fund's custodian and that the Operations
Department is able to maintain an accurate record of the Fund's
portfolio security positions that were reported to the Fund's
custodian;
5. Internal controls and procedures with respect to personnel of the
Operations Department have been most recently evaluated for
effectiveness within 90 days prior to the end of the Reporting Period
and were found to be effective;
6. As of the date hereof there have been no material changes to or
violations of the internal controls and procedures of the Operations
Department;
21
7. I am not aware of significant deficiencies in the design or operation
of the internal controls and procedures of the Operations Department
that could materially adversely affect the Operations Department's
transmission of portfolio transaction information to the Fund's
custodian; and
8. Based on my knowledge, I am not aware of any fraud committed by
Operations Department personnel that have a significant role in the
internal controls of the Operations Department that affect the Fund.
This certification relates solely to the Series named above and may not be
relied upon by any other fund or entity.
The Subadvisor does not maintain the official books and records of the above
Series. The Subadvisor's records are based on its own portfolio management
system, a record-keeping system that is not intended to service the Funds'
official accounting system. The Subadvisor is not responsible for the
preparation of the reports.
Date: By:
----------------------------- ------------------------------------------
Print Name:
-------------------------------
Title:
------------------------------------
22
EXHIBIT A
SCHEDULE OF INVESTMENTS AT ________
23
EXHIBIT B
SCHEDULE OF INVESTMENTS AT ________
_______ FUND
------------------------------------------------------------------------------------------------------------------------------------
A B C D E F G I
------------------------------------------------------------------------------------------------------------------------------------
SECURITY MSIM INC. VARIANCE VARIANCE AS
RECON DATE DESCRIPTION/ IM2 CUSTOMER (QTY) VARIANCE VALUE % OF IM2 COMMENTS FOR THE DIFFERENCE
IDENTIFIER QUANTITY QUANTITY (C-D) (USD) PORTFOLIO
------------------------------------------------------------------------------------------------------------------------------------
24
FORM OF INVESTMENTS N-CSR SUB-CERTIFICATION
To:
Re: Form N-CSR Certification for the Phoenix-Xxx Xxxxxx Equity 500 Index
Series (the "Designated Series") of The Phoenix Edge Series Fund (the
"Fund")
From: Xxxxxx Xxxxxxx Investment Management Inc. (the "Subadvisor")
Representations in support of Investment Company Act Rule 30a-2 certifications
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 for the period ended [Date of Reporting Period]
(the "Reporting Period") for the Designated Series.
I, _____________, [TITLE] (Investments) of the Subadvisor, certify with respect
to the Designated Series of the Fund for the Reporting Period, and only with
respect to my area of responsibility that:
1. The Subadvisor's Investments Department has reviewed management's
discussion of fund performance ("MDFP"), as attached hereto, and, to
the knowledge of the Subadvisor's Investments Department, the
information contained in MDFP as provided by the Subadvisor's
Investments Department does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period
covered by the Report; and
2. The Subadvisor's Investments Department will promptly report to the
Fund any change in circumstances that would cause the preceding
certification to be untrue.
3. The Subadvisor has complied with the Prospectus and Statement of
Additional Information of the Designated Series and the Policies and
Procedures of the Series as adopted by the Designated Series' Board of
Trustees.
4. I have reviewed the Schedule of Investments as of _______________, for
the Fund, and none of the investments is a restricted security or
otherwise illiquid.
This certification relates solely to the Series named above and may not be
relied upon by any other fund or entity.
The Subadvisor does not maintain the official books and records of the above
Series. The Subadvisor's records are based on its own portfolio management
system, a record-keeping system that is not intended to service the Funds'
official accounting system. The Subadvisor is not responsible for the
preparation of the reports.
Date: By:
----------------------------- ------------------------------------------
Print Name:
-------------------------------
Title:
------------------------------------
25
FORM OF OPERATIONS N-Q SUB-CERTIFICATION
To:
Re: Form N-Q Certification for the Phoenix-Xxx Xxxxxx Equity 500 Index Series
(the "Designated Series") of The Phoenix Edge Series Fund (the "Fund")
From: Xxxxxx Xxxxxxx Investment Management Inc. (the "Subadvisor")
Representations in support of Investment Company Act Rule 30b1-5 certifications
In connection with your certification responsibility under Rule 30b1-5, I have
reviewed the following information presented for the period ended [Date of
Reporting Period] (the "Reporting Period") for the Designated Series.
I, _____________, [TITLE] (Operations) of the Subadvisor, certify with respect
to the Designated Series of the Fund for the Reporting Period, and only with
respect to my area of responsibility that:
1. I have reviewed the names of securities and numbers of shares for each
security listed in the Schedule of Investments as of ______ for the
Fund (the "Schedule"), copies of which are attached as Exhibit A;
2. Based on my knowledge, the names of securities and numbers of shares
for each security listed in each Schedule is accurate, except as set
forth in the attached Exhibit B for the __________;
3. Based on my knowledge, the Subadvisor's Operations Department (the
"Operations Department") has transmitted materially complete and
accurate portfolio transaction information to the Fund's custodian
with respect to every portfolio transaction the manager has entered
into on behalf of the Fund during the Reporting Period;
4. The Operations Department has in place and has observed internal
controls and procedures that are reasonably designed to ensure that
all portfolio transactions with respect to the Fund are promptly and
accurately reported to the Fund's custodian and that the Operations
Department is able to maintain an accurate record of the Fund's
portfolio security positions that were reported to the Fund's
custodian;
5. Internal controls and procedures with respect to personnel of the
Operations Department have been most recently evaluated for
effectiveness within 90 days prior to the end of the Reporting Period
and were found to be effective;
6. As of the date hereof there have been no material changes to or
violations of the internal controls and procedures of the Operations
Department;
7. I am not aware of significant deficiencies in the design or operation
of the internal controls and procedures of the Operations Department
that could materially adversely
26
affect the Operations Department's transmission of portfolio
transaction information to the Fund's custodian; and
8. Based on my knowledge, I am not aware of any fraud committed by
Operations Department personnel that have a significant role in the
internal controls of the Operations Department that affect the Fund.
This certification relates solely to the Series named above and may not be
relied upon by any other fund or entity.
The Subadvisor does not maintain the official books and records of the above
Series. The Subadvisor's records are based on its own portfolio management
system, a record-keeping system that is not intended to service the Funds'
official accounting system. The Subadvisor is not responsible for the
preparation of the reports.
Date: By:
----------------------------- ------------------------------------------
Print Name:
-------------------------------
Title:
------------------------------------
27
EXHIBIT A
SCHEDULE OF INVESTMENTS AT ________
28
EXHIBIT B
SCHEDULE OF INVESTMENTS AT ________
_______ FUND
------------------------------------------------------------------------------------------------------------------------------------
A B C D E F G I
------------------------------------------------------------------------------------------------------------------------------------
SECURITY MSIM INC. VARIANCE VARIANCE AS
RECON DATE DESCRIPTION/ IM2 CUSTOMER (QTY) VARIANCE VALUE % OF IM2 COMMENTS FOR THE DIFFERENCE
IDENTIFIER QUANTITY QUANTITY (C-D) (USD) PORTFOLIO
------------------------------------------------------------------------------------------------------------------------------------
29
FORM OF INVESTMENTS N-Q SUB-CERTIFICATION
To:
Re: Form N-Q Certification for the Phoenix-Xxx Xxxxxx Equity 500 Index Series
(the "Designated Series") of The Phoenix Edge Series Fund (the "Fund")
From: Xxxxxx Xxxxxxx Investment Management Inc. (the "Subadvisor")
Representations in support of Investment Company Act Rule 30b1-5 certifications
In connection with your certification responsibility under Rule 30b1-5, I have
reviewed the following information presented for the period ended [Date of
Reporting Period] (the "Reporting Period") for the Designated Series.
I, _____________, [TITLE] (Investments) of the Subadvisor, certify with respect
to the Designated Series of the Fund for the Reporting Period, and only with
respect to my area of responsibility that:
1. The Subadvisor has complied with the Prospectus and Statement of
Additional Information of the Designated Series and the Policies and
Procedures of the Series as adopted by the Designated Series' Board of
Trustees.
2. I have reviewed the Schedule of Investments as of _______________, for
the Fund, and none of the investments is a restricted security or
otherwise illiquid.
This certification relates solely to the Series named above and may not be
relied upon by any other fund or entity.
The Subadvisor does not maintain the official books and records of the above
Series. The Subadvisor's records are based on its own portfolio management
system, a record-keeping system that is not intended to service the Funds'
official accounting system. The Subadvisor is not responsible for the
preparation of the reports.
Date: By:
----------------------------- ------------------------------------------
Print Name:
-------------------------------
Title:
------------------------------------
FORM OF COMPLIANCE SUB-CERTIFICATION
To:
Re: Code of Ethics Certification for the Phoenix-Xxx Xxxxxx Equity 500 Index
Series (the "Designated Series") of The Phoenix Edge Series Fund (the
"Fund")
From: Xxxxxx Xxxxxxx Investment Management Inc. (the "Subadvisor")
Representations in support of Investment Company Act Rule 30a-2 certifications
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 for the period ended [Date of Reporting Period]
(the "Reports") for the Designated Series.
Code of Ethics
--------------
I certify that to the best of my knowledge, and only with respect to my area of
responsibility:
a. The Subadvisor's portfolio manager has materially complied with the
restrictions and reporting requirements of the Subadvisor's Code of
Ethics (the "Code").
b. The Subadvisor has complied with the Prospectus and Statement of
Additional Information of the Designated Series and the Policies and
Procedures of the Series as adopted by the Designated Series' Board of
Trustees.
c. I have no knowledge of any compliance violations with respect to the
Designated Series except as disclosed in writing to the Phoenix
Compliance Department by me or by the Subadvisor's compliance
administrator.
d. The Subadvisor 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
Subadvisor 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 Subadvisor does not maintain the official books and records of the
Designated Series. The Subadvisor's records are based on its own portfolio
management system, a record-keeping system that is not intended to service as
the Fund's official accounting system. The Subadvisor is not responsible for the
preparation of the Reports.
Date: By:
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Print Name:
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Title:
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31
