EXHIBIT 23.d.2.20
FORM OF INVESTMENT SUBADVISORY AGREEMENT
SUBADVISORY AGREEMENT
THE PHOENIX EDGE SERIES FUND
PHOENIX-LAZARD INTERNATIONAL EQUITY SELECT SERIES
PHOENIX-LAZARD SMALL-CAP VALUE SERIES
PHOENIX-LAZARD U.S. MULTI-CAP SERIES
LAZARD ASSET MANAGEMENT
a division of Lazard Freres & Co. LLC
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
AGREEMENT made as of the __________ [st] day of
____________________, 2002 between Phoenix Variable Advisors, Inc. (the
"Advisor"), a corporation organized under the laws of the state of Delaware, and
Lazard Asset Management, a division of Lazard Freres & Co. LLC (the
"Subadvisor"), a limited liability company organized under the laws of the state
of New York.
WHEREAS, The Phoenix Edge Series Fund (the "Trust") is a
diversified open-end investment company of the series type registered under the
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the shares of the Trust may be offered in one or more separate
series, including the Phoenix-Lazard International Equity Select Series,
Phoenix-Lazard Small-Cap Value Series and Phoenix-Lazard U.S. Multi-Cap Series
(the "Series"); and
WHEREAS, the Advisor has entered into an Investment Advisory
Agreement (the "Advisory Agreement") with the Trust pursuant to which the
Advisor acts as investment advisor to the Trust on behalf of one or more
separate series of the Trust, including the Series; and
WHEREAS, pursuant to the Advisory Agreement, the Advisor
renders certain investment advisory services to the Trust on behalf of the
Series, including providing general oversight of the Series, and evaluating,
recommending and monitoring one or more registered investment advisors to serve
as subadvisor to the Series; and
WHEREAS, the Advisor desires, with the approval of the
Trustees of the Trust (the "Trustees"), to retain Subadvisor to furnish
portfolio management services for the 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 Subadvisor with regard to the
assets of the Series (the "Assets"), subject to the terms and
conditions set forth in this Agreement.
2. Acceptance of Employment; Standard of Performance. The Subadvisor
accepts such appointment to serve as Subadvisor and agrees to use its
best professional judgment to make investment decisions and provide
related services for the Series in accordance with the terms and
conditions set forth in this Agreement. 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. The Subadvisor, its affiliates, or any of their directors,
members, officers, employees, or agents may buy, sell, or trade any
securities or other investment instruments for their own account or for
the account of others for whom it or they may be acting, provided that
such activities will not adversely affect or otherwise impair the
performance by the Subadvisor of its responsibilities under this
Agreement. The Subadvisor and its affiliates may act as investment
manager to or provide other services with respect to various investment
companies and other managed accounts, which advice or services,
including the nature of such services, may differ from or be identical
to advice given or action taken with respect to the Series. In the
event of such activities, the transactions and associated costs will be
allocated among such clients (including the Series) in a manner that
the Subadvisor believes to be equitable to the accounts involved and
consistent with such accounts' objectives, policies, and limitations.
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 assets of the Series entrusted to it under this Agreement,
including the purchase, retention, and disposition of assets,
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 manage the Assets in such a
manner that the Series may comply with the following requirements: (i)
the investment objectives, policies and restrictions of the Trust as
they apply to the Series and as set forth in the Trust's then current
prospectus and statement of additional information, as amended or
supplemented from time to time, (collectively, the "Prospectus"); (ii)
the Trust's Agreement and Declaration of Trust, dated February 18,
1986, establishing the Trust, as may be amended from time to time,
("Declaration of Trust"); (iii) the Act, the Investment Advisers Act of
1940, as amended (the "Advisers Act"), the Securities Act of 1933, as
amended, (the "1933 Act") and the Securities Exchange Act of 1934, as
amended, (the "1934 Act") and the rules and regulations thereunder;
(iv) the Internal Revenue Code of 1986, as amended, (the "Code") and
the rules and regulations thereunder, including but not limited to the
requirements for adequate diversification under Section 817(h) of the
Code, for treatment by the Series as a regulated investment company
under sub-chapter M of the Code, and for avoiding payment of any excise
tax under Section 4982 of the Code; (v) all other applicable federal
and state laws, as each may be amended from time to time; and (vi)
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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 determine what portfolio investments will be
purchased, retained, or sold by the 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
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 Trust to and for the carrying out of contracts, arrangements, or
transactions which shall be entered into by the Subadvisor on the
Trust'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 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 Series at the time of the transaction or action to be out of
compliance with any of the Investment Requirements. The Subadvisor
shall promptly inform the Trust and the Advisor of developments
materially affecting (or reasonably expected to affect) the Series, and
will, on its own initiative, furnish the Trust 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 Trust as may
be reasonably requested from time to time by the Advisor.
(g) Upon mutual agreement of the parties, the Subadvisor shall
provide reasonable assistance with and participate in the marketing of
the Series, including participating at meetings with pension fund
representatives, broker/dealers who have a sales agreement with Phoenix
Equity Planning Corporation, and other parties reasonably requested by
the Advisor.
(h) The Subadvisor shall place all orders for the purchase or
sale of securities or other investments for the Series with brokers or
dealers selected by the Subadvisor, as more fully specified below in
Paragraph 6 of this Agreement.
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4. Transaction Procedures. All transactions for the purchase or sale of
securities or other investments for the Series will be consummated by
payment to, or delivery by, the Custodian(s) from time to time
designated by the Trust (the "Custodian"), or such depositories or
agents as may be designated by the Custodian pursuant to its agreement
with the Trust (the "Custodian Agreement"), of all cash and/or
securities and/or other property due to or from the 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 described herein. The Subadvisor shall advise the
Custodian and confirm in writing or by confirmed electronic
transmission to the Trust all investment orders for the Series placed
by it with brokers and dealers at the time and in the manner set forth
in the Custodian Agreement and in Schedule A hereto (as amended from
time to time). The Trust shall issue to the Custodian such instructions
as may be appropriate in connection with the settlement of any
transaction initiated by the Subadvisor. The Trust shall be responsible
for all custodial arrangements and the payment of all custodial charges
and fees, and, upon giving proper instructions to the Custodian (as
advised by 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 other than arrangements,
acts, omissions or other conduct arising in reliance on instructions of
the Subadvisor.
5. Recordkeeping and Reporting. The Subadvisor shall maintain the records
and information required by Rule 31a-1 under the 1940 Act respecting
its activities with respect to the Series, including but not limited to
subparagraphs (b)(1), (b)(2), (b)(5), (b)(6), (b)(7), (b)(8), (b)(9),
(b)(10), (b)(11) and (f) of the Rule, and such other records with
respect thereto relating to the services the Subadvisor provides under
this Agreement as may be required in the future by applicable
Securities and Exchange Commission 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 Trust and shall be surrendered promptly
upon request.
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 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."
(b) The Subadvisor shall at all times place orders for the
sale and purchase of securities in accordance with the brokerage policy
of the 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 Series
securities for the Trust, 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
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Subadvisor to solicit competitive bids for each transaction or to seek
the lowest available commission cost to the Trust, 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 Trust, as to which the
Subadvisor exercises investment discretion, notwithstanding that the
Trust may not be the direct or exclusive beneficiary of any such
services or that another broker may be willing to charge the Trust a
lower commission on the particular transaction.
(d) Subject to the requirements of Subparagraphs (a)-(c) of
this Paragraph, the Advisor shall have the right to request that
transactions giving rise to brokerage commissions, in an amount and in
a manner to be reasonably agreed upon by the Advisor and the
Subadvisor, shall be executed by brokers and dealers that provide
brokerage or research services to the Trust or that will be of value to
the Trust in the management of its assets, which services may, but need
not be, of direct or exclusive benefit to the Series. In addition,
subject to Subparagraphs (a)-(c) of this Paragraph, the applicable
Conduct Rules of the National Association of Securities Dealers, Inc.
and other applicable law, the Trust shall have the right to request
that transactions be executed by brokers and dealers by or through whom
sales of shares of the Trust are made, in such amount and in such
manner as reasonably agreed between the Advisor and the Subadvisor.
7. Expenses. It is understood that the Trust will pay all of its expenses
other than those expressly stated to be payable by the Subadvisor
hereunder or by the Advisor pursuant to the Advisory Agreement.
Expenses paid by the Trust include, but are not limited to, all
expenses incurred in the operation of the Trust and any offering of its
shares, including, among others, interest, taxes, brokerage fees and
commissions, fees of trustees, expenses of Trustees' and shareholders'
meetings including the cost of printing and mailing proxies, expenses
of insurance premiums for fidelity and other coverage, expenses of
repurchase and redemption of shares, certain expenses of issue and sale
of shares, association membership dues, charges of custodians, transfer
agents, dividend disbursing agents and financial agents, registering
and maintaining the registration of the Fund and its shares with the
Securities and Exchange Commission, preparing and mailing prospectuses
and reports to shareholders, bookkeeping and auditing expenses and any
legal expenses of the Trust, the Fund and the Advisor. The parties
acknowledge and agree that the Subadvisor shall furnish, at its own
expense, 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;
(b) Personnel and services necessary to perform the
functions required to manage the investment and
reinvestment of the Assets (including those
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required for research, analysis, pricing, reporting,
statistics, and investment), and to fulfill the other
duties and obligations of the Subadvisor hereunder;
and
(c) Expenses incurred by Subadvisor in the performance of
its Services hereunder (i.e., research), exclusive of
those expenses payable by the Fund, the Trust or the
Advisor.
8. 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 B. Pursuant to the Investment Advisory Agreement
between the Trust and the Advisor, the Advisor shall be solely responsible for
the payment of fees to the Subadvisor.
9. Liability. 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 Trust, so long as such acts or omissions shall not have
constituted a breach of the investment objectives, policies and restrictions
applicable to the 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 Act, other
federal or state securities laws or common law). 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 Series or that the Trust will perform comparably with any standard or index,
including other clients of the Subadvisor, whether public or private.
10. Indemnification.
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(a) Except as may otherwise be provided by the Act or other
federal securities laws, neither the Subadvisor nor any of its
affiliates or its or their officers, members, directors, employees or
agents shall be subject to any liability to the Advisor, the Trust, the
Series or any shareholder of the Series or the Trust for, and the
Advisor shall indemnify the Subadvisor for, any error of judgment, any
mistake of law or any loss arising out of any investment or other act
or omission in the course of, connected with, or arising out of any
service to be rendered under this Agreement, except by reason of
willful misfeasance, bad faith or gross negligence in the performance
of the Subadvisor's duties or by reason of reckless disregard by the
Subadvisor of its obligations and duties. The Advisor shall hold
harmless and indemnify the Subadvisor for any loss, liability, cost,
damage or expense (including reasonable attorneys fees and costs)
arising from any claim or demand by any past or present shareholder of
the Series or the Trust that is not
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based upon the obligations of the Subadvisor with respect to the Series
under this Agreement.
(b) Except as may otherwise be provided by the Act or other
federal securities laws, the Subadvisor shall indemnify the Advisor
for, any loss, liability, cost, damage or expense (including reasonable
attorneys fees and costs) resulting from the willful misfeasance, bad
faith or gross negligence of the Subadvisor in the performance of its
duties or by reason of reckless disregard by the Subadvisor of its
obligations and duties. In no case shall the Subadvisor's indemnity in
favor of the Advisor or any affiliated 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.
11. Insurance. The Subadvisor shall, during the term of this Agreement, at
its own expense, maintain adequate liability and errors and omissions insurance
coverage in light of its duties under this Agreement, as reasonably determined
by Subadvisor and approved by Advisor, such approval not to be unreasonably
withheld.
12. 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 Trust
shall be held to any personal liability in connection with the affairs of the
Trust; only the Trust estate under said Declaration of Trust 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 Trust or of any
successor of the Trust, whether such liability now exists or is hereafter
incurred for claims against the trust estate.
13. 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 Series and the actions of the Subadvisor and
the Trust 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 Trust or such persons as the Advisor may designate in
connection with the Series. 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
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temporary basis, may not be bought or sold for the 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 Series. The
parties acknowledge and agree that all nonpublic personal information with
regard to shareholders in the 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.
14. 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
Subadvisor shall provide the Advisor with reasonable advance written notice (to
the extent reasonably practicable) of any proposed change of "control," as
defined in Section 2(a)(9) of the Act, as will enable the Advisor to consider
whether an assignment as defined in Section 2(a)(4) of the Act will occur and to
take the steps it deems necessary. The Subadvisor will be liable to the Trust
and the Advisor for costs resulting from a change of control of the Subadvisor
relating to costs associated with any proxy solicitations, revisions to the
Prospectus or marketing materials. The understandings and obligations set forth
in this Paragraph shall survive the termination of this Agreement and shall be
binding upon the Subadvisor's successors and/or assigns.
15. Representations, Warranties and Agreements of the Subadvisor. The
Subadvisor represents, warrants and agrees that:
(a) It is registered as an "investment adviser" under the
Advisers Act and will use its best efforts to maintain such status so
long as this Agreement remains in effect.
(b) It has met, and will use its best efforts to 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. In
addition, so long as this Agreement remains in effect, the Subadvisor
will promptly notify the Advisor of a known material violation by the
Subadvisor of applicable federal or state requirements, or the
applicable requirements of any regulatory or self-regulatory agency
relating to its performance of the services contemplated by this
Agreement.
(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 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
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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 Act and will provide the Advisor
with a copy of the code of ethics and evidence that it is currently in
effect. The Subadvisor acknowledges receipt of the written code of
ethics adopted by and on behalf of the Trust (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 Trust and to the Advisor that the Subadvisor has
complied with the requirements of Rule 17j-l during the previous
calendar quarter and that there has been no violation of its code of
ethics, or the Code of Ethics, as the case may be, or if such a
violation has occurred, that appropriate action was taken in response
to such violation. The Subadvisor shall permit the Trust and Advisor to
examine the reports required to be made by the Subadvisor under Rule
17j-l(c)(1) and all other records relevant to the Subadvisor's code of
ethics as may be reasonably requested by the Advisor or Trustees from
time to time.
(h) 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.
(i) 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.
(j) It will be responsible for the preparation and filing of
Schedule 13G and Form 13F with respect to the Assets.
(k) 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 Series as the Advisor at any time,
or from time to time, reasonably requests in connection with the
Advisor's or Subadvisor's performance of its respective obligations
hereunder.
16. Representations, Warranties and Agreements of the Advisor. The Advisor
represents, warrants and agrees that:
(a) It is registered as an "investment adviser" under the
Advisers Act.
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(b) It has met, and will use its best efforts to seek to
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.
(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 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; provided, that if such documents or instruments
require action (or cessation of action) by the Subadvisor (such as the
purchase or disposition of portfolio securities for the Series), the
Subadvisor shall have a reasonable time to comply with such documents
or instruments following receipt thereof.
(g) It will furnish or otherwise make available to the
Subadvisor such other information relating to the business affairs of
the Trust as the Subadvisor at any time, or from time to time,
reasonably requests in order to discharge its obligations hereunder.
17. Reports. Subject to the understanding that the Subadvisor shall not be
responsible for maintaining the books of the Fund, otherwise generating
information derived from the books of the Fund or disclosing Subadvisor
proprietary information, 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 Trust,
and shall be made reasonably available for inspections, and by the Trust or to
the Advisor as agent of the Trust, 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:
(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
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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
Series assets in accordance with the then governing laws and prevailing
Prospectus pertaining to the Series; (iv) compliance with governing
Trust 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 Series
limitation on acquisition of illiquid securities; (v) cross
transactions conducted pursuant to Rule 17a-7 under the 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 Series investment
program.
(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 the Series performance; (ii) disclosure
related to the portfolio management of the 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)
compliance with the Subadvisor's Code of Ethics pursuant to Rule 17j-1;
and (iv) such compliance certifications as may be reasonably requested.
(c) The parties acknowledge and agree that the Subadvisor is
authorized to supply the Trust's independent accountants,
PricewaterhouseCoopers LLP, or any successor accountant for the Trust,
any information that they may reasonably request in connection with the
Trust.
In addition, the Subadvisor shall immediately notify and forward to
both the Advisor and legal counsel for the Series any legal process
served upon it on behalf of the Advisor or the Trust. 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 Trust's registration
statement.
18. Proxies. The Subadvisor shall review all proxy solicitation materials
and be responsible for voting and handling all proxies it receives in relation
to the Assets. Unless the Advisor or the Trust gives the Subadvisor written
instructions to the contrary, the Subadvisor will, in compliance with the proxy
voting procedures of the Series then in effect, vote or abstain from voting, all
proxies solicited by or with respect to the issuers of securities in which
assets of the Series may be invested so long as such proxies are received by the
Subcustodian from the Custodian. 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 will cooperate with the Advisor in establishing proxy
handling procedures acceptable to the Subadvisor. The Subadvisor agrees to
provide the Advisor with quarterly proxy voting reports in such form as the
Advisor may reasonably request from time to time.
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19. Valuation of Assets and Related Recordkeeping. The Subadvisor shall
assist the recordkeeping agent for the Trust in determining or confirming the
value of any securities or other assets in the Series for which the
recordkeeping agent seeks assistance from or identifies for review by the
Advisor. The parties agree that, consistent with applicable law, the Advisor
will not bear responsibility for the determination of value of any such
securities or other assets.
20. Use of Subadvisor's Name. Neither the Trust nor the Advisor shall use
the name of the Subadvisor, or any affiliate of the Subadvisor, in any
prospectus, advertisement, sales literature or other communication to the
public, except in accordance with such policies and procedures as shall be
mutually agreed to in writing by the Subadvisor and the Trust or Advisor.
21. 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, is subject to the approval of the Trustees and
the Shareholders of the Trust as and to the extent required by the Act.
22. 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 December
31, 2003, 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 Act
and the Rules promulgated thereunder.
23. Notices. Except as otherwise provided in this Agreement, all notices or
other communications required or 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 notify 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.
Xxx Xxxxxxxx Xxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx
Facsimile: (000) 000-0000
If to the Subadvisor:
LAZARD ASSET MANAGEMENT
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Director, Legal Affairs
Facsimile: (000) 000-0000
24. Termination. This Agreement shall terminate immediately in the event of
its assignment, as specified above in Paragraph 14 of this Agreement. This
Agreement may be terminated by
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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
Trust or vote of a majority of the outstanding voting securities of the 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.
25. 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 Commonwealth of
Massachusetts, without giving effect to the conflicts of laws principles
thereof.
26. 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.
27. 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.
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28. 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.
PHOENIX VARIABLE ADVISORS, INC.
By: _______________________
Title:
ACCEPTED:
LAZARD ASSETS MANAGEMENT
A DIVISION OF LAZARD FRERES & CO. LLC
By: ______________________
Title:
SCHEDULES: A. Operational Procedures
B. Fee Schedule
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SCHEDULE A
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OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of
information to be supplied to State Street Bank & Trust Company (the
"Custodian"), the custodian for the Trust.
The Subadvisor must furnish the Custodian with daily information as to executed
trades, or, if no trades are executed, with a report to that effect, which will
typically be sent between 5:30 p.m. and 7:00 p.m. (Eastern time) on the day of
the trade (confirmation received from broker), although it may be later from
time to time. The necessary information can be sent via facsimile machine to the
Custodian. Information provided to the Custodian shall include the following:
1. Purchase or sale;
2. Security name;
3. Security identifier (e.g., CUSIP), if applicable;
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement instructions for foreign trades; clearing and
executing broker for domestic trades.;
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; and
15. Identified tax lot (if applicable).
When opening accounts with brokers for, and in the name of, the Trust, the
account must be a cash account. No margin accounts are to be maintained in the
name of the Trust. Delivery instructions are as specified by the Custodian. The
Custodian and sub-accounting agent will supply the Subadvisor daily with a cash
availability report, which shall include cash detail and pending trades. This
will normally be done by confirmed facsimile or confirmed electronic
transmission so that the Subadvisor will know the amount available for
investment purposes.
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SCHEDULE B
----------
SUBADVISORY FEE
For services provided, the facilities furnished, and the expenses
incurred by the Subadvisor in connection with providing the Services pursuant to
this Agreement, 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 of:
Fee Schedule:
Phoenix-Lazard Small-Cap Value Series Fees
55bps on first $250 million
50bps on assets over $250-$500 million
45bps on asset over $500 million
Phoenix-Lazard International Equity Select Series Fees
45bps on first $500 million
40bps on assets over $500 million
Phoenix-Lazard U.S. Multi-Cap Series Fees
38bps on first $250 million
35bps on assets over $250 million
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 Trust and each Series
shall be valued as set forth in the then current registration statement of the
Trust.
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