EXHIBIT 77Q1(E)(1) - First Amendment to Amended and Restated Investment
Advisory Agreement between Phoenix Strategic Equity Series Fund and
Phoenix Investment Counsel, Inc., dated July 29, 2005, filed herewith.
EXHIBIT 77Q1(E)(2) - Subadvisory Agreement between Phoenix Investment
Counsel, Inc. and Xxxxxxx Xxxxxxxx Management, LLC on behalf of Phoenix
Dynamic Growth Fund, dated July 29, 2005, filed herewith.
EXHIBIT 77Q1(E)(3) - Subadvisory Agreement between Phoenix Investment
Counsel, Inc. and CastleArk Management LLC on behalf of Phoenix
Fundamental Growth Fund, dated July 29, 2005, filed herewith.
FIRST AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT effective as of the 29th day of July, 2005
amends that certain Amended and Restated Investment Advisory
Agreement dated as of November 20, 2002 (the "Agreement") by and
between Phoenix Strategic Equity Series Fund, a Delaware
statutory trust (the "Trust") and Phoenix Investment Counsel,
Inc., a Massachusetts corporation (the "Adviser") as follows:
1. The Phoenix Fundamental Growth Fund and Phoenix Dynamic
Growth Fund will each become a series of the Trust.
2. The name of the series Phoenix-Seneca Growth Fund will
become Phoenix Large-Cap Growth Fund and the name of the
series Phoenix-Seneca Strategic Theme Fund will become
Phoenix Strategic Growth Fund.
3. Schedule A to the Agreement is hereby deleted in its
entirety and Schedule A attached hereto substituted in its
place.
4. Except as expressly amended hereby, all provisions of the
Agreement shall remain in full force and effect and are
unchanged in all other respects. All initial capitalized
terms used herein shall have such meanings as ascribed
thereto in the Agreement, as amended. All terms and
phrases in quotations shall have such meaning as ascribed
thereto in the Investment Company Act of 1940, as amended.
5. This Amendment shall become effective on the date first
accepted by the Adviser which date is set forth on the
signature page hereof.
6. This Amendment may be executed in one or more counterparts,
each of which shall be deemed to be an original and, all of
which, when taken together, shall constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto intending to be
legally bound have caused this Agreement to be executed by their
duly authorized officers of other representatives.
PHOENIX INVESTMENT COUNSEL, INC.
By: .s. Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
PHOENIX STRATEGIC EQUITY SERIES FUND
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
SCHEDULE A
SERIES INVESTMENT ADVISORY FEE
Phoenix Dynamic Growth Fund 0.80%
Phoenix Fundamental Growth Fund 0.80%
$1ST $1 + BILLION $2+ BILLION
BILLION THROUGH $2
BILLION
Phoenix Large-Cap Growth Fund 0.70% 0.65% 0.60%
Phoenix Strategic Growth Fund 0.75% 0.70% 0.65%
The parties to this Agreement hereby acknowledge the following
fund name changes: Phoenix Large-Cap Growth Fund f/k/a Phoenix-Seneca
Growth Fund f/k/a Phoenix-Seneca Equity Opportunities Fund f/k/a Phoenix
Equity Opportunities Fund and Phoenix Strategic Growth Fund f/k/a
Phoenix-Seneca Strategic Theme Fund f/k/a Phoenix Strategic Theme Fund.
PHOENIX STRATEGIC EQUITY SERIES FUND
Phoenix Dynamic Growth Fund
SUBADVISORY AGREEMENT
July 29, 2005
Xxxxxxx Xxxxxxxx Management, LLC
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
RE: Subadvisory Agreement
Ladies and Gentlemen:
Phoenix Strategic Equity Series 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 (collectively sometimes hereafter
referred to as the "Series'), including the Phoenix Dynamic
Growth Fund (the "Designated 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 Xxxxxxx Xxxxxxxx Management, LLC
(the "Subadviser") as a discretionary series adviser to
invest and reinvest the assets of the Designated Series 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 interfere in any material manner with
the Subadviser's performance hereunder.
2. Acceptance of Employment; Standard of Performance. The
Subadviser accepts its employment as a discretionary
Designated Series adviser of the Designated Series and agrees
to use its best professional judgment to make investment
decisions for the Designated Series in accordance with the
provisions of this Agreement and as set forth in Schedule D
attached hereto and made a part hereof.
3. Services of Subadviser. In providing management services
to the Designated Series, the Subadviser shall be subject to
the investment objectives, policies and restrictions of the
Fund as they apply to the Designated Series and as set forth
in the Fund's then current prospectus ("Prospectus") and
statement of additional information ("Statement of Additional
Information") filed with the Securities and Exchange
Commission ("SEC") as part of the Fund's Registration
Statement, as may be periodically amended and provided to the
Subadviser by the Adviser (the "Objectives and Policies"),
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 written
instructions from the Adviser. The Subadviser shall not,
without the Fund's prior approval, effect any transactions
that would cause the Designated Series at the time of the
transaction to be out of compliance with any of such
restrictions or policies.
4. Transaction Procedures. All Designated Series transactions
for the Designated Series shall be consummated by payment to,
or delivery by, the Custodian(s) from time to time designated
by the Fund (the "Custodian"), or such depositories or agents
as may be designated by the Custodian in writing, of all cash
and/or securities due to or from the Designated Series. The
Subadviser shall not have possession or custody of such cash
and/or securities or any responsibility or liability with
respect to such custody. The Subadviser shall advise the
Custodian and confirm in writing to the Fund all investment
orders for the Designated Series placed by it with brokers
and dealers at the time and in the manner set forth in
Schedule A hereto (as amended from time to time). The Fund
shall issue to the Custodian such instructions as may be
appropriate in connection with the settlement of any
transaction initiated by the Subadviser. The Fund shall be
responsible for all custodial arrangements and the payment of
all custodial charges and fees, and upon giving proper
instructions to the Custodian, the Subadviser shall have no
responsibility or liability with respect to custodial
arrangements or the act, omissions or other conduct of the
Custodian.
The Fund may make, or cause to be made, additions to or
withdrawals from the assets of the Designated Series at such
times and in such amounts as the Fund shall determine and as
Fund directs the Custodian. The Fund shall notify Subadviser
promptly in writing of any such additions or withdrawals.
5. Allocation of Brokerage. The Subadviser shall have
authority and discretion to select brokers and dealers to
execute Designated Series transactions initiated by the
Subadviser, and to select the markets on or in which the
transactions will be executed.
A. In placing orders for the sale and purchase of Designated
Series securities for the Fund, the Subadviser's primary
responsibility shall be to seek the best execution of
orders at the most favorable prices. However, this
responsibility shall not obligate the Subadviser to
solicit competitive bids for each transaction or to seek
the lowest available commission cost to the Fund, so long
as the Subadviser reasonably believes that the broker or
dealer selected by it can be expected to obtain "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
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
as well as other permissible factors discussed in
Subadviser's current Form ADV Part II.
B. The Subadviser shall not execute any transactions for the
Designated Series with a broker or dealer that is an
"affiliated person" (as defined in the Act) of the Fund,
the Subadviser or the Adviser without the prior written
approval of the Fund. The Fund will provide the
Subadviser with a list of brokers and dealers that are
"affiliated persons" of the Fund or Adviser and will
promptly inform the Subadviser of any subsequent changes.
6. Proxies. The Subadviser shall review all proxy
solicitation materials and be responsible for voting and
handling all proxies in relation to the Designated Series.
Unless the Adviser or the Fund gives the Subadviser written
instructions to the contrary, the Subadviser will, in
compliance with the proxy voting procedures of the Designated
Series then in effect, vote or abstain from voting, all
proxies solicited by or with respect to the issuers of
securities in which assets of the Designated Series may be
invested. The Adviser shall cause the Custodian to forward
promptly to the Subadviser all proxies upon receipt, so as to
afford the Subadviser a reasonable amount of time in which to
determine how to vote such proxies. The Subadviser agrees to
provide the Adviser in a timely manner with a record of votes
cast containing all of the voting information required by
Form N-PX in an electronic format to enable the Designated
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 the Subadviser knows
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 obligations assumed pursuant to this Agreement to any
affiliated or unaffiliated third party.
8. Information and Reports.
A. The Subadviser shall keep the Fund and the Adviser
informed of developments relating to its duties as
subadviser of which the Subadviser has, or should have,
knowledge that would materially affect the Designated
Series. In this regard, the Subadviser shall provide the
Fund and the Adviser with such periodic reports
concerning the obligations the Subadviser has assumed
under this Agreement as the Fund and the Adviser may from
time to time reasonably request. In addition, prior to
each meeting of the Trustees, the Subadviser shall
provide the Adviser and the Trustees with reports
regarding the Subadviser's management of the Designated
Series during the most recently completed quarter which
reports: (i) shall include Subadviser's representation
that its performance of its investment management duties
hereunder is in compliance with the Objectives and
Policies, the Act and applicable rules and regulations
under the Act, and the diversification and minimum "good
income" requirements of Subchapter M under the Internal
Revenue Code of 1986, as amended, and (ii) otherwise
shall be 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 an affiliated
person) of the Adviser or the Subadviser, as the case may
be, and each of the Adviser and the Subadviser agrees
promptly to update such list whenever the Adviser or the
Subadviser becomes aware of any changes that should be
added to or deleted from the list of affiliated persons.
C. The Subadviser shall also provide the Adviser with any
information reasonably requested regarding its management
of the Designated Series required for any shareholder
report, amended registration statement, or Prospectus
supplement to be filed by the Fund with the SEC.
9. Fees for Services. The compensation of the Subadviser for
its services under this Agreement shall be calculated and
paid by the Adviser in accordance with the attached Schedule
C. Pursuant to the Investment Advisory Agreement between the
Fund and the Adviser, the Adviser is solely responsible for
the payment of fees to the Subadviser.
10. Limitation of Liability. The Subadviser shall not be liable
for any action taken, omitted or suffered to be taken by it
in its best professional judgment, in good faith and believed
by it to be authorized or within the discretion or rights or
powers conferred upon it by this Agreement, or in accordance
with specific directions and instructions from the Fund,
provided, however, that such acts or omissions shall not have
constituted a breach of the Objectives and Policies 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 or
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, and the
Adviser shall instruct the Custodian to treat as
confidential, all information pertaining to the Designated
Series and the actions of the Subadviser and the Fund in
respect thereof, including all information relating to the
investment and reinvestment of the assets of the Designated
Series, the purchase of securities therefor, and the sale of
securities therefrom, subject to such exceptions as Fund, the
Adviser and the Subadviser shall together agree upon in writing.
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 to the Subadviser.
The Subadviser represents, warrants and agrees that:
A. It is registered as an "Investment Adviser" under the
Investment Advisers Act of 1940 ("Advisers Act").
B. 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 Subadviser 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.
C. It shall maintain a written code of ethics (the "Code of
Ethics") complying with the requirements of Rules 204A-1
under the Advisers Act and Rule 17j-1 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. The Subadviser
acknowledges receipt of the written Code of Ethics
adopted by and on behalf of the Fund. Within forty-five
(45) days of the end of the last calendar quarter of each
calendar year while this Agreement is in effect, a duly
authorized compliance officer of the Subadviser shall
certify to the Fund and to Adviser that the Subadviser
has complied with the requirements of Rules 204A-1 and
17j-1 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 Rule 17j-1
concerning the Subadviser's Code of Ethics to the Fund
and the Adviser.
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 Designated Series.
E. Reference is hereby made to the Declaration of Trust
dated July 7, 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 Strategic Equity 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 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 until December 31, 2006. The Agreement
shall continue from year to year thereafter only so long as
it 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 as they existed on the
effective date of termination.
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
New York.
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. Certifications. The Subadviser hereby warrants and
represents that it will 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 in the
form presented in Schedule E attached hereto and made a part
hereof.
20. 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.
21. Representations, Warranties and Agreements of the Adviser.
The Adviser represents, warrants and agrees that:
A. It is registered as an "Investment Adviser" under Advisers Act.
B. It has been duly authorized by the Trustees and, to the
extent required by the Act, by the Shareholders of the
Fund to delegate to the Subadviser the provision of
investment services to the Designated Series as
contemplated hereby.
C. Neither the execution and delivery nor the performance of
this Agreement by the Adviser conflicts with or violates
the governing instrument(s) of the Adviser or any
agreement to which the Adviser is a party and does not
require the consent, approval or authorization of any
other person.
D. It will immediately notify the Subadviser of the
occurrence of any event which would disqualify the
Adviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the Act or
otherwise.
E. It has provided the Subadviser with a current copy of
Part II of the Adviser's Form ADV, which as of the date
of this Agreement is the brochure it is required to
provide clients under Securities Exchange Commission Rule
204-3, and shall promptly furnish a copy of all
amendments thereto to the Subadviser.
F. So long as this Agreement is in effect, the Subadviser
shall be the sole sub-investment manager with respect to
the Designated Series.
G. The Adviser, on its own behalf and on behalf of the
Trustees and the Fund, acknowledges 48 hours' prior
receipt of Part II of Subadviser's current Form ADV and
Subadviser's Privacy Notice under Regulation S-P.
22. Other Clients. The Adviser, on its own behalf and on behalf
of the Trustees and the Fund, acknowledges that Subadviser
acts as investment adviser to other clients and may give
advice, and take action, with respect to any of those clients
that may differ from the action taken to the Designated
Series. It is understood that Subadviser and its principals
may trade for their proprietary accounts in the same
securities about which Subadviser advises the Fund from time
to time, subject to compliance with all applicable laws and
regulations. It is understood and agreed that Subadviser
shall have no obligation to purchase or sell for the
Designated Series any security which Subadviser or its
principals may sell their own accounts or for the account of
another client, if in the opinion of Subadviser such
transaction or investment appears unsuitable, impractical or
undesirable for the Designated Series. To the extent
permitted by law, the Fund authorizes Subadviser from time to
time to bunch or aggregate any of its brokerage orders with
orders of its other clients and, as a result, Subadviser may
obtain the benefit of potentially better execution. In such
event, allocation of securities purchased or sold, as well as
expenses incurred in the transaction, shall be made in a
manner which Subadviser considers to be the most equitable.
23. Notices. Any notice or other communication required or
intended 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 or e-mail 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.
If to the Adviser, to: 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
E-Mail: xxxx.xxxxx@xxxxxxxxx.xxx
If to the Subadviser, to: Xxxxxxx Xxxxxxxx Management, LLC
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx X. Xxxxxx, Member, Operations
Director
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-Mail: xxxxxxx@xxxxxxxxxxxxxxx.xxx
[Signature page follows]
PHOENIX STRATEGIC EQUITY SERIES FUND
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
XXXXXXX XXXXXXXX MANAGEMENT, LLC
By: /s/ Xxx Xxxxxxxxx
Name: Xxx Xxxxxxxxx
Title: Managing Member
SCHEDULES: A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadviser Functions
E. Form of Sub-Certification
SCHEDULE A
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary
for a flow of information to be supplied by the Subadviser to
State Street Bank and Trust Company (the "Custodian"), and PFPC,
Inc. (the "Sub-Accounting Agent") for the Fund.
The Subadviser must furnish the Custodian and the Sub-Accounting
Agent with daily information as to executed trades, or, if no
trades are executed, with a report to that effect, no later than
5 p.m. (Eastern Standard time) each day the Fund is open for
business. The necessary information may be sent electronically
or via facsimile machine to the Custodian and the Sub-Accounting
Agent. Information provided to the Custodian and 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; and
14. 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 Custodian. The Custodian
will supply the Subadviser daily with a cash availability report
via access to the Custodian website, or by email or by facsimile
and the Sub-Accounting Agent will provide a five day cash
projection. This will normally be done electronically or via
facsimile machine so that the Subadviser will know the amount
available for investment purposes.
SCHEDULE B
RECORDS TO BE MAINTAINED BY THE SUBADVISER
1. (Rule 31a-1(b)(5)) A record of each brokerage order, and
all other portfolio purchases and sales, given by the
Subadviser 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 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. 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 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 Subadviser'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 subadviser review.
SCHEDULE C
SUBADVISORY FEE
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 Designated Series shall be valued as set forth in the
then current registration statement of the Fund.
Phoenix Dynamic Growth Fund 0.40%
The fee to be paid to the Subadviser is to be calculated
based on the average daily net assets of the Phoenix Dynamic
Growth Fund for the respective month.
SCHEDULE D
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of
the Designated Series' assets, the Subadviser shall provide, at
its own expense:
(a) An investment program for the Designated Series consistent
with its investment objectives based upon the development,
review and adjustment of buy/sell strategies approved from
time to time by the Board of Trustees and Adviser, 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
Adviser, 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 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.
SCHEDULE E
FORM OF SUB-CERTIFICATION
To:
Re: Form N-CSR Certification for the [Name of Series].
From: [Name of Subadviser]
Representations in support of Investment Company Act Rule
30b1-5 certifications of Form N-CSR.
[Name of Series].
In connection with your certification responsibility under
Rule 30b1-5 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") which forms part of the N-CSR for the
Series.
Schedule of Investments (the "Reports")
Our organization has designed, implemented and maintained
internal controls and procedures, designed for the purpose of
ensuring the accuracy and completeness of relevant portfolio
trade data transmitted to those responsible for the preparation
of the Schedule of Investments. As of the date of this
certification there have been no material modifications to these
internal controls and procedures.
In addition, our organization has:
a. Designed such internal controls and procedures to ensure
that material information is made known to the appropriate
groups responsible for servicing the above-mentioned mutual
funds.
b. Evaluated the effectiveness of our internal controls and
procedures, as of a date within 90 days prior to the date
of this certification and we have concluded that such
controls and procedures are effective.
c. In addition, to the best of my knowledge there has been no
fraud, whether, or not material, that involves our
organization's management or other employees who have a
significant role in our organization's control and
procedures as they relate to our duties as sub-adviser to
the Series.
I have read the draft of the Reports which I understand to be
current as of [Date of Reporting Period] and based on my
knowledge, such drafts of the Reports do not, with respect to
the Series, contain any untrue statement of a material fact or
omit to state a material fact necessary to make the information
contained therein, in light of the circumstances under which
such information is presented, not misleading with respect to
the period covered by such draft Reports.
I have disclosed, based on my most recent evaluation, to the
Series' Chief Accounting Officer:
a. All significant changes, deficiencies and material
weakness, if any, in the design or operation of the
Subadviser's internal controls and procedures which could
adversely affect the Adviser's ability to record, process,
summarize and report financial data in a timely fashion;
b. Any fraud, whether or not material, that involves the
Subadviser's management or other employees who have
significant role in the Subadviser's internal controls and
procedures for financial reporting.
I certify that to the best of my knowledge:
a. The Subadviser's portfolio manager have complied with the
restrictions and reporting requirements of the Subadviser's
Code of Ethics (the "Code").
b. The Subadviser has complied with the Prospectus and
Statement of Additional Information of the Series and the
Policies and Procedures of the Series as adopted by the
Series' Board of Trustees to the extent applicable as
specified in the Acknowledgement dated July 29, 2005.
c. I have no knowledge of any compliance violations with
respect to the Series except as disclosed in writing to the
Phoenix Compliance Department by me or by the Subadviser's
compliance administrator.
d. The Subadviser has complied with the rules and regulations
of the 33 Act and 40 Act, and such other regulations as may
apply to the extent those rules and regulations pertain to
the responsibilities of the Subadviser with respect to the
Series as outlined above.
This certification relates solely to the Series named above and
may not be relied upon by any other fund or entity.
The Subadviser does not maintain the official books and records
of the above Series. The sub-Subadviser's records are based on
its own portfolio management system, a record-keeping system
that is not intended to service as the Funds' official
accounting system. The Subadviser is not responsible for the
preparation of the Reports.
______________________________ __________________________
[Name of Authorized Signature] Date
PHOENIX STRATEGIC EQUITY SERIES FUND
Phoenix Fundamental Growth Fund
SUBADVISORY AGREEMENT
July 29, 2005
CastleArk Management LLC
Xxx Xxxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
RE: Subadvisory Agreement
Ladies and Gentlemen:
Phoenix Strategic Equity Series 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 Fundamental
Growth 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 CastleArk Management LLC (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.
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. Further, in the event not all
portfolios are allocated the entire number of securities
sought to be bought or sold on behalf of such portfolio,
it is possible that no portfolio will be deemed to have
purchased or sold the entire number of securities sought
to be purchased or sold on behalf of such portfolio.
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.
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 an affiliated
person) of the Adviser or the Subadviser, as the case may
be, and each of the Adviser and 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, 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. The Subadviser
acknowledges receipt of the written code of ethics
adopted by and on behalf of the Fund. 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 the code of ethics of the Fund pertaining to the
section on Unlawful Actions, 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 compliance violations which
affect the Series.
E. Reference is hereby made to the Declaration of Trust
dated December 12, 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 Strategic Equity 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 trust estate under said
Declaration of Trust is liable. Without limiting the
generality of the foregoing, neither the Subadviser nor
any of its officers, directors, partners, shareholders or
employees shall, under any circumstances, have recourse
or cause or willingly permit recourse to be had directly
or indirectly to any personal, statutory, or other
liability of any shareholder, Trustee, officer, agent or
employee of the Fund or of any successor of the Fund,
whether such liability now exists or is hereafter
incurred for claims against the trust estate.
14. Amendment. This Agreement may be amended at any time, but
only by written agreement among the Subadviser, the Adviser
and the Fund, which amendment, other than amendments to
Schedules A, B, D, and E, 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.
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 CastleArk at:
CastleArk Management LLC
Xxx Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxx@xxxxxxxxx.xxx
20. Certifications. The Subadviser hereby warrants and represents
that it will 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. Subadviser
shall provide a quarterly certification in a form
substantially similar to that attached as Schedule E.
21. Indemnification. The Adviser agrees to indemnify and hold
harmless the Subadviser and the Subadviser's directors,
officers, employees and agents from and against any and all
losses, liabilities, claims, damages, and expenses
whatsoever, including reasonable attorneys' fees
(collectively, "Losses"), arising out of or relating to (i)
any breach by the Adviser of any provision of this Agreement;
(ii) the negligence, willful misconduct, bad faith, or breach
of fiduciary duty of the Adviser; (iii) any violation by the
Adviser of any law or regulation relating to its activities
under this Agreement; and (iv) any dispute between the
Adviser and any Fund shareholder, except to the extent that
such Losses result from the gross negligence, willful
misconduct, bad faith, or breach of fiduciary duty of the
Subadviser.
22. Receipt of Disclosure Document. The Fund acknowledges
receipt, at least 48 hours prior to entering into this
Agreement, of a copy of Part II of the Subadviser's Form ADV
containing certain information concerning the Subadviser and
the nature of its business.
PHOENIX STRATEGIC EQUITY SERIES FUND
By:
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By:
Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
ACCEPTED:
CASTLEARK MANAGEMENT LLC
By:
Name: Xxxxxx X. Xxxxxxxxxx
Title: President
SCHEDULES:
A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadviser Functions
E. Form of Sub-Certification
SCHEDULE A
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary
for a flow of information to be supplied to State Street Bank
and Trust Company (the "Custodian") and PFPC, Inc., (the "Sub-
Accounting Agent") for the Fund.
The Subadviser must furnish the Custodian and the Sub-Accounting
Agent, with daily information as to executed trades, or, if no
trades are executed, with a report to that effect, no later than
5 p.m. (Eastern Standard time) on the day of the trade.
(Subadviser will be responsible for reimbursement to the Fund
for any loss caused by failure to comply.) 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 trade was executed;
14. Identified tax lot (if applicable); and
15. 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 by facsimile
and the Sub-Accounting Agent will provide a five day cash
projection. This will normally be done by email so that the
Subadviser will know the amount available for investment
purposes.
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 recommendations, 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 as calculated
based on the average daily net assets of the Phoenix Fundamental
Growth Fund as follows:
AVERAGE DAILY NET ASSETS ANNUAL RATE PERCENTAGE
First $50 Million 0.45%
Over $50 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.
SCHEDULE E
FORM OF SUB-CERTIFICATION
To:
Re: Form N-CSR Certification for the [Name of Series].
From: [Name of Subadviser]
Representations in support of Investment Company Act Rule
30b1-5 certifications of Form N-CSR.
[Name of Series].
In connection with your certification responsibility under
Rule 30b1-5 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") which forms part of the N-CSR for the Funds.
Schedule of Investments (the "Reports")
Our organization has designed, implemented and maintained
internal controls and procedures, designed for the purpose of
ensuring the accuracy and completeness of relevant portfolio
trade data transmitted to those responsible for the preparation
of the Schedule of Investments. As of the date of this
certification there have been no material modifications to these
internal controls and procedures.
In addition, our organization has:
a. Designed such internal controls and procedures to ensure
that material information is made known to the appropriate
groups responsible for servicing the above-mentioned mutual funds.
b. Evaluated the effectiveness of our internal controls and
procedures, as of a date within 90 days prior to the date
of this certification and we have concluded that such
controls and procedures are effective.
c. In addition, to the best of my knowledge there has been no
fraud, whether, or not material, that involves our
organization's management or other employees who have a
significant role in our organization's control and
procedures as they relate to our duties as sub-adviser to
the Funds.
I have read the draft of the Reports which I understand to be
current as of [Date of Reporting Period] and based on my
knowledge, such drafts of the Reports do not, with respect to
the Funds, contain any untrue statement of a material fact or
omit to state a material fact necessary to make the information
contained therein, in light of the circumstances under which
such information is presented, not misleading with respect to
the period covered by such draft Reports.
I have disclosed, based on my most recent evaluation, to the
Fund's Chief Accounting Officer:
a. All significant changes, deficiencies and material
weakness, if any, in the design or operation of the
Subadviser's internal controls and procedures which could
adversely affect the Adviser's ability to record, process,
summarize and report financial data in a timely fashion;
b. Any fraud, whether or not material, that involves the
Subadviser's management or other employees who have
significant role in the Subadviser's internal controls and
procedures for financial reporting.
I certify that to the best of my knowledge:
a. The Subadviser's portfolio manager have complied with the
restrictions and reporting requirements of the Code of
Ethics (the "Code"). The term Portfolio Manager is as
defined in the Code.
b. The Subadviser has complied with the Prospectus and
Statement of Additional Information of the Funds and the
Policies and Procedures of the Funds as adopted by the
Fund's Board of Trustees.
c. I have no knowledge of any compliance violations except as
disclosed in writing to the Phoenix Compliance Department
by me or by the Subadviser's compliance administrator.
d. The Subadviser has complied with the rules and regulations
of the 33 Act and 40 Act, and such other regulations as may
apply to the extent those rules and regulations pertain to
the responsibilities of the Subadviser with respect to the
Fund as outlined above.
This certification relates solely to the Funds named above and
may not be relied upon by any other fund or entity.
The Subadviser does not maintain the official books and records
of the above Funds. The sub-Subadviser's records are based on
its own portfolio management system, a record-keeping system
that is not intended to service as the Funds' official
accounting system. The Subadviser is not responsible for the
preparation of the Reports.
_______________________________ __________________________
[Name of Authorized Signature] Date
