Phoenix Multi-Portfolio Fund
Phoenix International Strategies Fund
SUBADVISORY AGREEMENT
July 1, 2005
New Star Institutional Managers Limited
0 Xxxxxxxxxxxxx Xxxxx
Xxxxxx XX0X 0XX
RE: Subadvisory Agreement
Ladies and Gentlemen:
Phoenix Multi-Portfolio Fund (the "Fund") is a diversified open-
end investment company of the series type registered under the
Investment Company Act of 1940 (the "Act"), and is subject to
the rules and regulations promulgated thereunder. The shares of
the Fund are offered or may be offered in several series,
including the Phoenix International Strategies Fund (formerly
known as Phoenix -Aberdeen International Fund) (collectively,
sometimes hereafter referred to as the "Series").
Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and
recommends series advisers for the Series and is responsible for
the day-to-day management of the Series.
1. Employment as a Subadviser. The Adviser, being duly
authorized, hereby employs New Star Institutional Managers
Limited (the "Subadviser") as a discretionary series adviser
to invest and reinvest that discrete portion of the assets of
the Series designated by the Adviser on the terms and
conditions set forth herein. The services of the Subadviser
hereunder are not to be deemed exclusive; the Subadviser may
render services to others and engage in other activities that
do not conflict in any material manner in the Subadviser's
performance hereunder. The Subadviser is regulated by the UK
Financial Services Authority in the conduct of its regulated
activities. The Adviser is classified as an Intermediate
Customer within the meaning of the Financial Services and
Markets Xxx 0000 and the Subadviser will provide its services
hereunder on that basis.
2. Acceptance of Employment; Standard of Performance. The
Subadviser accepts its employment as a discretionary series
adviser of the Series and agrees to use its best professional
judgment to make investment decisions for the Series in
accordance with the provisions of this Agreement and as set
forth in Schedule D attached hereto and made a part hereof.
3. Services of Subadviser. In providing management services to
the Series, the Subadviser shall be subject to the investment
objectives, policies and restrictions of the Fund as they
apply to the Series and as set forth in the Fund's then
current prospectus ("Prospectus") and statement of additional
information ("Statement of Additional Information") filed
with the Securities and Exchange Commission (the "SEC") as
part of the Fund's Registration Statement, as may be
periodically amended and provided to the Subadviser by the
Adviser, and to the investment restrictions set forth in the
Act and the Rules thereunder, to the supervision and control
of the Trustees of the Fund (the "Trustees"), and to
instructions from the Adviser. The Subadviser shall not,
without the Fund's prior written approval, effect any
transactions that would cause the Series at the time of the
transaction to be out of compliance with any of such
restrictions or policies.
4. Transaction Procedures. All series transactions for the
Series shall be consummated by payment to, or delivery by,
the Custodian(s) from time to time designated by the Fund
(the "Custodian"), or such depositories or agents as may be
designated by the Custodian in writing, of all cash and/or
securities due to or from the Series. The Subadviser shall
not have possession or custody of such cash and/or securities
or any responsibility or liability with respect to such
custody. The Subadviser shall advise the Custodian and
confirm in writing to the Fund all investment orders for the
Series placed by it with brokers and dealers at the time and
in the manner set forth in Schedule A hereto (as amended from
time to time). The Fund shall issue to the Custodian such
instructions as may be appropriate in connection with the
settlement of any transaction initiated by the Subadviser.
The Fund shall be responsible for all custodial arrangements
and the payment of all custodial charges and fees, and, upon
giving proper instructions to the Custodian, the Subadviser
shall have no responsibility or liability with respect to
custodial arrangements or the act, omissions or other conduct
of the Custodian.
5. Allocation of Brokerage. The Subadviser shall have authority
and discretion to select brokers and dealers to execute
Series transactions initiated by the Subadviser, and to
select the markets on or in which the transactions will be
executed.
A. In placing orders for the sale and purchase of Series
securities for the Fund, the Subadviser's primary
responsibility shall be to seek the best execution of
orders at the most favorable prices. However, this
responsibility shall not obligate the Subadviser to
solicit competitive bids for each transaction or to seek
the lowest available commission cost to the Fund, so long
as the Subadviser reasonably believes that the broker or
dealer selected by it can be expected to obtain a "best
execution" market price on the particular transaction and
determines in good faith that the commission cost is
reasonable in relation to the value of the brokerage and
research services (as defined in Section 28(e)(3) of the
Securities Exchange Act of 1934) provided by such broker
or dealer to the Subadviser, viewed in terms of either
that particular transaction or of the Subadviser's
overall responsibilities with respect to its clients,
including the Fund, as to which the Subadviser exercises
investment discretion, notwithstanding that the Fund may
not be the direct or exclusive beneficiary of any such
services or that another broker may be willing to charge
the Fund a lower commission on the particular
transaction.
B. The Subadviser may manage other portfolios and expects
that the Fund and other portfolios it manages will, from
time to time, purchase or sell the same securities. The
Subadviser may aggregate orders for the purchase or sale
of securities on behalf of the Fund with orders on behalf
of other portfolios the Subadviser manages. Securities
purchased or proceeds of securities sold through
aggregated orders shall be allocated to the account of
each portfolio managed by the Subadviser that bought or
sold such securities at the average execution price. If
less than the total of the aggregated orders is executed,
purchased securities or proceeds shall generally be
allocated pro rata among the participating portfolios in
proportion to their planned participation in the
aggregated orders.
C. The Subadviser shall not execute any Series transactions
for the Series with a broker or dealer that is an
"affiliated person" (as defined in the Act) of the Fund,
the Subadviser or the Adviser without the prior written
approval of the Fund. The Fund shall provide the
Subadviser with a list of brokers and dealers that are
"affiliated persons" of the Fund or the Adviser.
6. Proxies. The Subadviser, or a third party designee acting
under the authority and supervision of the Subadviser, shall
review all proxy solicitation materials and be responsible
for voting and handling all proxies in relation to the assets
of the Series. Unless the Adviser or the Fund gives the
Subadviser written instructions to the contrary, the
Subadviser will, in compliance with the proxy voting
procedures of the Series then in effect, vote or abstain from
voting, all proxies solicited by or with respect to the
issuers of securities in which assets of the Series may be
invested. The Adviser shall cause the Custodian to forward
promptly to the Subadviser all proxies upon receipt, so as to
afford the Subadviser a reasonable amount of time in which to
determine how to vote such proxies. The Subadviser agrees to
provide the Adviser in a timely manner with a record of votes
cast containing all of the voting information required by
Form N-PX in an electronic format to enable the Series to
file Form N-PX as required by Rule 30b1-4 under the Act.
7. Prohibited Conduct. In providing the services described in
this Agreement, the Subadviser will not consult with any
other investment advisory firm that provides investment
advisory services to any investment company sponsored by
Phoenix Investment Partners, Ltd. regarding transactions for
the Fund in securities or other assets. In addition, the
Subadviser shall not, without the prior written consent of
the Fund and the Adviser, delegate any obligation assumed
pursuant to this Agreement to any affiliated or unaffiliated
third party save that the Subadviser shall be entitled to
sub-contract trade matching, trade distribution and foreign
exchange settlement instructions (the "Sub-Contracted
Services") to HSBC Institutional Fund Services Limited, in
which case the Subadviser shall remain primarily liable to
the Adviser for the provision of the Sub-Contracted Services
for all the purposes of this Agreement notwithstanding that
such services shall be provided by HSBC Institutional Fund
Services Limited.
8. Information and Reports.
A. The Subadviser shall keep the Fund and the Adviser
informed of developments relating to its duties as
subadviser of which the Subadviser has, or should have,
knowledge that would materially affect the Series. In
this regard, the Subadviser shall provide the Fund, the
Adviser and their respective officers with such periodic
reports concerning the obligations the Subadviser has
assumed under this Agreement as the Fund and the Adviser
may from time to time reasonably request. In addition,
prior to each meeting of the Trustees, the Subadviser
shall provide the Adviser and the Trustees with reports
regarding the Subadviser's management of the Series
during the most recently completed quarter, to include
written communication that the Series is in compliance
with its investment objectives and practices, the Act and
applicable rules and regulations under the Act, and the
requirements of Subchapter M under the Internal Revenue
Code of 1986, as amended, and otherwise in such form as
may be mutually agreed upon by the Subadviser and the
Adviser.
B. Each of the Adviser and the Subadviser shall provide the
other party with a list, to the best of the Adviser's or
the Subadviser's respective knowledge, of each affiliated
person (and any affiliated person of such of affiliated
person) of the Adviser or the Subadviser, as the case may
be, and each of the Adviser and the Subadviser agrees
promptly to update such list whenever the Adviser or the
Subadviser becomes aware of any changes that should be
added to or deleted from the list of affiliated persons.
C. The Subadviser shall also provide the Adviser with any
information reasonably requested regarding its management
of the Series required for any shareholder report,
amended registration statement, or Prospectus supplement
to be filed by the Fund with the SEC.
9. Fees for Services. The compensation of the Subadviser for
its services under this Agreement shall be calculated and
paid by the Adviser in accordance with the attached Schedule
C. Pursuant to the Investment Advisory Agreement between the
Fund and the Adviser, the Adviser is solely responsible for
the payment of fees to the Subadviser.
10. Limitation of Liability. The Subadviser shall not be liable
for any action taken, omitted or suffered to be taken by it
in its best professional judgment, in good faith and believed
by it to be authorized or within the discretion or rights or
powers conferred upon it by this Agreement, or in accordance
with specific directions or instructions from the Fund,
provided, however, that such acts or omissions shall not have
constituted a breach of the investment objectives, policies
and restrictions applicable to the Series and that such acts
or omissions shall not have resulted from the Subadviser's
willful misfeasance, bad faith or gross negligence, a
violation of the standard of care established by and
applicable to the Subadviser in its actions under this
Agreement or a breach of its duty or of its obligations
hereunder (provided, however, that the foregoing shall not be
construed to protect the Subadviser from liability under the
Act).
11. Confidentiality. Subject to the duty of the Subadviser and
the Fund to comply with applicable law, including any demand
of any regulatory or taxing authority having jurisdiction,
the parties hereto shall treat as confidential all
information pertaining to the Series and the actions of the
Subadviser and the Fund in respect thereof.
12. Assignment. This Agreement shall terminate automatically in
the event of its assignment, as that term is defined in
Section 2(a)(4) of the Act. The Subadviser shall notify the
Fund in writing sufficiently in advance of any proposed
change of control, as defined in Section 2(a)(9) of the Act,
as will enable the Fund to consider whether an assignment as
defined in Section 2(a)(4) of the Act will occur, and to take
the steps necessary to enter into a new contract with the
Subadviser.
13. Representations, Warranties and Agreements of the Subadviser.
The Subadviser represents, warrants and agrees that:
A. It is registered as an "Investment Adviser" under the
Investment Advisers Act of 1940, as amended ("Advisers
Act").
B. It will maintain, keep current and preserve on behalf of
the Fund, in the manner required or permitted by the Act
and the Rules thereunder including the records identified
in Schedule B (as Schedule B may be amended from time to
time). The Subadviser agrees that such records are the
property of the Fund, and shall be surrendered to the
Fund or to the Adviser as agent of the Fund promptly upon
request of either. The Fund acknowledges that Subadviser
may retain copies of all records required to meet the
record retention requirements imposed by law and regulation.
C. It shall maintain a written code of ethics (the "Code of
Ethics") complying with the requirements of Rule 204A-1
under the Advisers Act and Rule 17j-l under the Act and
shall provide the Fund and the Adviser with a copy of the
Code of Ethics and evidence of its adoption. It shall
institute procedures reasonably necessary to prevent
Access Persons (as defined in Rules 204A-1 and 17j-1)
from violating its Code of Ethics. Each calendar quarter
while this Agreement is in effect, a duly authorized
compliance officer of the Subadviser shall certify to the
Fund and to the Adviser that the Subadviser has complied
with the requirements of Rules 204A-1 and 17j-l during
the previous calendar quarter and that there has been no
violation of its Code of Ethics, or if such a violation
has occurred, that appropriate action was taken in
response to such violation. Annually, the Subadviser
shall furnish a written report which complies with the
requirements of Rules 204A-1(b) and 17j-1 concerning the
Subadviser's Code of Ethics to the Fund and the Adviser.
The Subadviser shall permit the Fund and the Adviser to
examine the reports required to be made by the Subadviser
under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph.
D. It has adopted and implemented, and throughout the term
of this Agreement shall maintain in effect and implement,
policies and procedures reasonably designed to prevent,
detect and correct violations by the Subadviser and its
supervised persons, and, to the extent the activities of
the Subadviser in respect to the Fund could affect the
Fund, by the Fund, of "federal securities laws" (as
defined in Rule 38a-1 under the Act), and that the
Subadviser has provided the Fund with true and complete
copies of its policies and procedures (or summaries
thereof) and related information requested by the Fund.
The Subadviser agrees to cooperate with periodic reviews
by the Fund's compliance personnel of the Subadviser's
policies and procedures, their operation and
implementation and other compliance matters and to
provide to the Fund from time to time such additional
information and certifications in respect of the
Subadviser's policies and procedures, compliance by the
Subadviser with federal securities laws and related
matters and the Fund's compliance personnel may
reasonably request. The Subadviser agrees to promptly
notify the Adviser of any material compliance violations
which affect the Series.
E. Reference is hereby made to the Declaration of Trust
dated August 17, 2000 establishing the Fund, a copy of
which has been filed with the Secretary of the State of
Delaware and elsewhere as required by law, and to any and
all amendments thereto so filed with the Secretary of the
State of Delaware and elsewhere as required by law, and
to any and all amendments thereto so filed or hereafter
filed. The name "Phoenix Multi-Portfolio Fund" refers to
the Trustees under said Declaration of Trust, as Trustees
and not personally, and no Trustee, shareholder, officer,
agent or employee of the Fund shall be held to any
personal liability in connection with the affairs of the
Fund; only the trust estate under said Declaration of
Trust is liable. Without limiting the generality of the
foregoing, neither the Subadviser nor any of its
officers, directors, partners, shareholders or employees
shall, under any circumstances, have recourse or cause or
willingly permit recourse to be had directly or
indirectly to any personal, statutory, or other liability
of any shareholder, Trustee, officer, agent or employee
of the Fund or of any successor of the Fund, whether such
liability now exists or is hereafter incurred for claims
against the trust estate.
14. Amendment. This Agreement may be amended at any time, but
only by written agreement among the Subadviser, the Adviser
and the Fund, which amendment, other than amendments to
Schedules A, B, and D, is subject to the approval of the
Trustees and the shareholders of the Fund as and to the
extent required by the Act.
15. Effective Date; Term. This Agreement shall become effective
on the date set forth on the first page of this Agreement,
and shall continue in effect until November 30, 2006. The
Agreement shall continue from year to year thereafter only so
long as its continuance has been specifically approved at
least annually by the Trustees in accordance with Section
15(a) of the Act, and by the majority vote of the
disinterested Trustees in accordance with the requirements of
Section 15(c) thereof.
16. Termination. This Agreement may be terminated by any party,
without penalty, immediately upon written notice to the other
parties in the event of a breach of any provision thereof by
a party so notified, or otherwise upon thirty (30) days'
written notice to the other parties, but any such termination
shall not affect the status, obligations or liabilities of
any party hereto to the other parties. In particular,
termination of this Agreement shall be without prejudice to
the completion of transactions already initiated which will
be completed by the Subadviser as soon as practicable.
17. Applicable Law. To the extent that state law is not
preempted by the provisions of any law of the United States
heretofore or hereafter enacted, as the same may be amended
from time to time, this Agreement shall be administered,
construed and enforced according to the laws of the State of
Delaware.
18. Severability. If any term or condition of this Agreement
shall be invalid or unenforceable to any extent or in any
application, then the remainder of this Agreement shall not
be affected thereby, and each and every term and condition of
this Agreement shall be valid and enforced to the fullest
extent permitted by law.
19. Notices. Any notice or other communication required to be
given pursuant to this Agreement shall be deemed duly given
if delivered personally or by overnight delivery service or
mailed by certified or registered mail, return receipt
requested and postage prepaid, or sent by facsimile addressed
to the parties at their respective addresses set forth below,
or at such other address as shall be designated by any party
in a written notice to the other party.
(a) To Phoenix at:
Phoenix Investment Counsel, Inc.
00 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxx, Vice President and Clerk
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxx.xxxxx@xxxxxxxxx.xxx
(b) To New Star Institutional Mangers Limited at:
0 Xxxxxxxxxxxxx Xxxxx
Xxxxxx
XX0X 0XX
Attn: Xxxx Xxxx
Telephone: 000 00 000 000 0000
Facsimile: 011 44 207 225 9359
Email: xxxxx@xxxxxxxxx.xxx
20. Certifications. The Subadviser hereby warrants and represents
that it will, to the extent that it is reasonably able,
provide the requisite certifications requested by the chief
executive officer and chief financial officer of the Fund
necessary for those named officers to fulfill their reporting
and certification obligations on Form N-CSR as required under
the Xxxxxxxx-Xxxxx Act of 2002. The Subadviser and Adviser
shall co-coperate in good faith after the signing of this
agreement to mutually agree to a form of certification
acceptable to both parties
21. Indemnification. The Adviser agrees to indemnify and hold
harmless the Subadviser and the Subadviser's directors,
officers, employees and agents from and against any and all
losses, liabilities, claims, damages, and expenses
whatsoever, including reasonable attorneys' fees
(collectively, "Losses"), arising out of or relating to (i)
any breach by the Adviser of any provision of this Agreement;
(ii) the negligence, willful misconduct, bad faith, or breach
of fiduciary duty of the Adviser; (iii) any violation by the
Adviser of any law or regulation relating to its activities
under this Agreement; and (iv) any dispute between the
Adviser and any Fund shareholder, except to the extent that
such Losses result from the gross negligence, willful
misconduct, bad faith, or breach of fiduciary duty of the
Subadviser.
[signature page follows]
[PAGE BREAK]
PHOENIX EQUITY TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
ACCEPTED:
NEW STAR INSTITUTIONAL
MANAGERS, LTD.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Director
SCHEDULES:
A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadviser Functions
ACKNOWLEDGMENT OF RECEIPT
I acknowledge receipt of the New Star Institutional
Managers Limited Form ADV, Part II and the Disclosure Statement
regarding the relationship between New Star Institutional
Managers Limited and Frontier Partners, Inc., having received
these at the time of solicitation and at least forty-eight hours
prior to the signing of a contract.
Acknowledged /s/ Xxxxxxx X. Xxxxxxx Date June 30, 2005
Title Senior Vice President
SCHEDULE A
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary
for a flow of information to be supplied to Xxxxx Brothers
Xxxxxxxx & Co. (the "Custodian") and PFPC, Inc., (the "Sub-
Accounting Agent") for the Fund.
The Subadviser must furnish the Custodian and the Sub-Accounting
Agent, with daily information as to executed trades, or, if no
trades are executed, with a report to that effect, no later than
5 p.m. (Eastern Standard time) on the day of the trade (subject
to confirmation received from broker). The necessary
information can be sent via facsimile machine to the Custodian
and the Sub-Accounting Agent. Information provided to the
Custodian and the Sub-Accounting Agent shall include the
following:
1. Purchase or sale;
2. Security name;
3. CUSIP number, ISIN or Sedols (as applicable);
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where the trade was executed (applicable only
to derivative instruments); and
14. Trade commission reason: best execution, soft dollar
or research.
When opening accounts with brokers for, and in the name of, the
Fund, the account must be a cash account. No margin accounts
are to be maintained in the name of the Fund. Delivery
instructions are as specified by the Custodian. The Custodian
will supply the Subadviser daily with a cash availability report
via access to the Custodian website, or by email or facsimile
and the Sub-Accounting Agent will provide a five day cash
projection. This will normally be done by facsimile machine so
that the Subadviser will know the amount available for
investment purposes.
The Subadviser acknowledges that securities lending activity may
be carried out on this account by parties engaged by the
Adviser. The Subadviser will be provided in writing with the
time requirements for reporting sales of securities to the
Custodian in order that timely notice to obtain the return of
loaned securities may be given. The Subadviser shall use its
best efforts to comply with such time requirements.
SCHEDULE B
RECORDS TO BE MAINTAINED BY THE SUBADVISER
1. (Rule 31a-1(b)(5)) A record of each brokerage order, and
all other series purchases and sales, given by the
Subadviser on behalf of the Fund for, or in connection
with, the purchase or sale of securities, whether executed
or unexecuted. Such records shall include:
A. The name of the broker;
B. The terms and conditions of the order and of any
modifications or cancellations thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf
of the Fund.
2. (Rule 31a-1(b)(9)) A record for each fiscal quarter,
completed within ten (10) days after the end of the
quarter, showing specifically the basis or bases upon which
the allocation of orders for the purchase and sale of
series securities to named brokers or dealers was effected,
and the division of brokerage commissions or other
compensation on such purchase and sale orders. Such record:
A. Shall include the consideration given to:
(i) The sale of shares of the Fund by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers to:
(a) The Fund,
(b) The Adviser,
(c) The Subadviser, and
(d) Any person other than the foregoing.
(iii) Any other consideration other than the
technical qualifications of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
C. Shall describe in detail the application of any
general or specific formula or other determinant used
in arriving at such allocation of purchase and sale
orders and such division of brokerage commissions or other compensation.
D. The name of the person responsible for making the
determination of such allocation and such division of
brokerage commissions or other compensation.
3. (Rule 31a-1(b)(10)) A record in the form of an appropriate
memorandum identifying the person or persons, committees or
groups authorizing the purchase or sale of series
securities. Where a committee or group makes an
authorization, a record shall be kept of the names of its
members who participate in the authorization. There shall
be retained as part of this record: any memorandum,
recommendation or instruction supporting or authorizing the
purchase or sale of series securities and such other
information as is appropriate to support the authorization.*
4. (Rule 31a-1(f)) Such accounts, books and other documents
as are required to be maintained by registered investment
advisers by rule adopted under Section 204 of the Advisers
Act, to the extent such records are necessary or
appropriate to record the Subadviser's transactions for the Fund.
5. Records as necessary under Board approved Phoenix Funds'
valuation policies and procedures.
* Such information might include: current financial information, annual
and quarterly reports, press releases, reports by analysts and from
brokerage firms (including their recommendation; i.e., buy, sell, hold)
or any internal reports or subadviser review.
SCHEDULE C
SUBADVISORY FEE
(a) For services provided to the Fund, the Adviser will pay
to the Subadviser, on or before the 10th day of each month, a
fee, payable in arrears, at the annual rate stated below. The
fees shall be prorated for any month during which this Agreement
is in effect for only a portion of the month. In computing the
fee to be paid to the Subadviser, the net asset value of the
Fund and each Series shall be valued as set forth in the then
current registration statement of the Fund.
(b) The fee to be paid to the Subadviser is the combined
average daily net asset value of the Phoenix International
Strategies Fund (previously known as Phoenix-Aberdeen
International Fund) a series of the Phoenix Multi-Portfolio Fund
and the Phoenix Worldwide Strategies Fund (previously known as
Phoenix-Aberdeen Worldwide Opportunities Fund) a series of the
Phoenix Equity Trust, managed by the Subadviser. The fee is as follows:
AVERAGE DAILY NET ASSETS ANNUAL RATE PERCENTAGE (%)
First $100 Million 0.50%
Over $100 Million 0.40%
SCHEDULE D
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of
the Series' assets, the Subadviser shall provide, at its own expense:
(a) An investment program for the Series consistent with
its investment objectives based upon the development,
review and adjustment of buy/sell strategies approved
from time to time by the Board of Trustees and the Adviser;
(b) Implementation of the investment program for the
Series based upon the foregoing criteria;
(c) Periodic reports, on at least a quarterly basis, in
form and substance acceptable to the Adviser, with
respect to: i) compliance with the Code of Ethics and
the Fund's code of ethics; ii) compliance with
procedures adopted from time to time by the Trustees
of the Fund relative to securities eligible for resale
under Rule 144A under the Securities Act of 1933, as
amended; iii) diversification of Series assets in
accordance with the then prevailing Prospectus and
Statement of Additional Information pertaining to the
Series and governing laws; iv) compliance with
governing restrictions relating to the fair valuation
of securities for which market quotations are not
readily available or considered "illiquid" for the
purposes of complying with the Series' limitation on
acquisition of illiquid securities; v) any and all
other reports reasonably requested in accordance with
or described in this Agreement; and, vi) the
implementation of the Series' investment program,
including, without limitation, analysis of Series performance;
(d) Promptly after filing with the SEC an amendment to its
Form ADV, a copy of such amendment to the Adviser and the Trustees;
(e) Attendance by appropriate representatives of the
Subadviser at meetings requested by the Adviser or
Trustees at such time(s) and location(s) as reasonably
requested by the Adviser or Trustees; and
(f) Notice to the Trustees and the Adviser of the
occurrence of any event which would disqualify the
Subadviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the
1940 Act or otherwise.
(g) Provide reasonable assistance in the valuation of
securities including the participation of appropriate
representatives at fair valuation committee meetings.
