SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the Securities
Exchange Act of 1934 (Amendment No.__)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
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|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-12
Phoenix Investment Trust 97
Registration Nos. 811-08343 and 33-34537
(Name of Registrant as Specified in Its Charter/Declaration of Trust)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
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(4) Date Filed:
IMPORTANT: PLEASE VOTE YOUR SHARES BEFORE SEPTEMBER 16, 2005.
July 27, 2005
Dear Phoenix Value Equity Fund Shareholder:
I hope that you will take time to read the enclosed proxy statement and cast
your ballot for a special September 16, 2005 meeting of shareholders of the
Phoenix Value Equity Fund (the "Fund"). Your vote is vital to the outcome of
several proposals that are being presented by the Board of Trustees.
Among the proposals being presented is the approval of a new Investment Advisory
Agreement between the Fund and Phoenix Investment Counsel, Inc. ("PIC"), which
would replace Engemann Asset Management ("Engemann") in this role and provide
the same services for the same fee. Phoenix and Engemann are affiliated
companies, however, PIC has more experience managing and monitoring subadvisers.
This is particularly relevant as you are also being asked to approve a new
Subadvisory Agreement between PIC, as the Fund's new investment adviser, and
Acadian Asset Management, Inc. ("Acadian") to perform day-to-day management of
the portfolio. Finally, to increase efficiency and decrease expenses surrounding
future proxy solicitations for necessary subadviser changes, the Board requests
your approval to permit PIC to hire and replace subadvisers or to modify
subadvisory agreements without obtaining shareholder approval. The Board
believes that shareholders' interests will benefit from all of these proposals.
Details of all proposals are included in the enclosed proxy statement, which
also provides answers to questions about each proposal, the voting process and
the shareholder meeting. You can also learn more about the qualifications of
Acadian and PIC to assume the Fund's subadvisory and advisory roles,
respectively.
The Board of Trustees has carefully assessed these proposals, and unanimously
recommends that shareholders vote FOR the proposals. TO CONFIRM THE BOARD'S
RECOMMENDATIONS, PLEASE VOTE FOR ALL OF THE PROPOSALS ON THE ENCLOSED PROXY
CARD.
REMEMBER: YOUR VOTE COUNTS, AND DELAYING YOUR VOTE MAY ADD TO THE COST OF THIS
PROXY SOLICITATION. PLEASE CAST YOUR BALLOT TODAY - BY MAIL, TELEPHONE OR ONLINE
- - BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD.
If you have any questions, please call Phoenix Mutual Fund Services at
1-800-243-1574.
Sincerely,
/s/Daniel T. Geraci
Daniel T. Geraci
President and Chief Executive Officer
Phoenix Investment Partners, Ltd.
PHOENIX VALUE EQUITY FUND
A SERIES OF PHOENIX INVESTMENT TRUST 97
101 Munson Street
Greenfield, MA 01301
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on September 16, 2005
To the Shareholders of Phoenix Value Equity Fund:
NOTICE IS HEREBY GIVEN THAT a special meeting of the Shareholders of
Phoenix Value Equity Fund (the "Fund") of Phoenix Investment Trust 97 (the
"Trust"), a Delaware statutory trust, will be held at the offices of Phoenix
Investment Partners, Ltd., 56 Prospect Street, Hartford, CT 06115, on September
16, 2005 at 2:00 p.m. Eastern Time and any adjournments thereof (the "Meeting")
for the following purposes:
1. To approve a new Investment Advisory Agreement between the Fund
and Phoenix Investment Counsel, Inc. ("PIC") (Proposal 1). All
shareholders will vote on this proposal.
2. To approve a Subadvisory Agreement between PIC and Acadian Asset
Management, Inc. (Proposal 2). All shareholders will vote on
this proposal.
3. To approve a proposal to permit PIC to hire and replace
subadvisers or to modify subadvisory agreements without
shareholder approval (Proposal 3). All shareholders will vote on
this proposal.
4. To transact any other business that may properly come before the
Meeting.
The Board of Trustees has fixed the close of business on June 30,
2005 as the record date for determination of shareholders entitled to notice of
and to vote at the Meeting.
By order of the Board of Trustees
Francis G. Waltman
Title: Senior Vice President
Phoenix Value Equity Fund
July 27, 2005
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE
REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES, OR
VOTE BY TELEPHONE OR BY THE INTERNET. INSTRUCTIONS FOR THE PROPER EXECUTION OF
THE PROXY ARE SET FORTH IMMEDIATELY FOLLOWING THIS NOTICE OR, WITH RESPECT TO
TELEPHONE OR INTERNET VOTING, ON THE PROXY CARD. IT IS IMPORTANT THAT THE PROXY
BE VOTED PROMPTLY.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense involved in validating your
vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears
in the registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of
the party signing should conform exactly to the name
shown in the registration on the proxy card.
3. All Other Accounts: The capacity of the individual
signing the proxy card should be indicated unless it is
reflected in the form of registration. For example:
Registration Valid Signature
------------ ---------------
Corporate Accounts
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
Trust Accounts
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78 Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust. f/b/o
John B. Smith, Jr. UGMA John B. Smith
(2) Estate of John B. Smith John B. Smith, Jr.,
Executor
PHOENIX VALUE EQUITY FUND
A SERIES OF PHOENIX INVESTMENT TRUST 97
101 Munson Street
Greenfield, MA 01301
(800) 243-1574
SPECIAL MEETING OF SHAREHOLDERS
To be held on September 16, 2005
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of the Phoenix Value Equity Fund (the
"Fund"), which is a series of the Phoenix Investment Trust 97, (the "Trust").
The proxies will be used at the special meeting of shareholders to be held at 56
Prospect Street, Hartford, CT 06115 on September 16, 2005 (the "Meeting") and
any adjournment(s) thereof. The Meeting will be held at the offices of Phoenix
Investment Partners, Ltd. for the purpose set forth in the accompanying Notice
of Special Meeting of Shareholders. This Proxy Statement, the Notice of Special
Meeting and the proxy card are first being mailed to shareholders on or about
July 27, 2005 or as soon as practicable thereafter. The close of business on
June 30, 2005 has been fixed as the record date (the "Record Date") for the
determination of shareholders entitled to receive notice of and to vote at the
meeting. Each shareholder shall be entitled to one vote for each dollar of net
asset value (determined as of the record date) of each share owned by such
shareholder on any matter on which such shareholder is entitled to vote and each
fractional dollar amount shall be entitled to a proportionate fractional vote.
On the Record Date the following shares were outstanding representing the
following number of votes: Class A: 2,262,712.312, Class B: 967,891.786
and Class C: 791,051.172.
A copy of the Trust's annual report for the fiscal year ending August
31, 2004 along with the unaudited semi-annual report for the six month period
ending February 28, 2005 are available free of charge via the internet at
www.PhoenixFunds.com, or by calling 800-243-1574.
It is expected that the solicitation of proxies will be primarily by
mail. Supplementary solicitations may be made by mail, telephone, facsimile,
Internet or personal contact by representatives of the Trust. Computershare has
been engaged to assist in the distribution and tabulation of proxies. D.F. King,
Inc. has been engaged to assist in the solicitation of proxies. The anticipated
cost of such solicitation services is approximately $12,000. The costs
associated with this Proxy Statement will be borne by Phoenix Investment
Counsel, Inc. ("PIC").
Any shareholder submitting a proxy has the power to revoke it by
attending and voting in person at the Meeting, by mailing a notice of revocation
to the Secretary at the principal office of the Trust, or by executing a
superseding proxy by telephone or through the Internet to the Trust. All
properly executed but unmarked proxies received before the
1
Meeting will be voted FOR the approval of all of the proposals contained in this
Proxy Statement.
Thirty-three and one-third percent of the outstanding shares of the
Fund must be present in person or by proxy to constitute a quorum for the
transaction of business for the Fund. If the necessary quorum to transact
business or the vote required to approve the proposals is not obtained at the
Meeting, the persons named as proxies on the proxy card may propose one or more
adjournments of the Meeting, in accordance with applicable law, to permit the
further solicitation of proxies. Any such adjournment would require the
affirmative vote of a majority of the shares voting on the adjournment. The
persons named as proxies will vote those proxies which they are entitled to vote
in favor of the proposals in favor of such adjournment, and will vote against
any such adjournment those proxies that they have been instructed to vote
against the proposals.
"Broker non-votes" are shares held by a broker or nominee for which an
executed proxy is received by the Trust, but are not voted as to one or more
proposals because instructions have not been received from beneficial owners or
persons entitled to vote and the broker or nominee does not have discretionary
power. For all of the proposals contained in this Proxy Statement, abstentions
and "broker non-votes" are treated as shares that are present for purposes of
determining whether a quorum is present, but do not represent votes cast with
respect to a proposal and have the same effect as a "no" vote.
Separate votes are taken by each share class only if a matter affects
or requires the vote of only that class or that class's interest in the matter
differs from the interest of the other classes. All of the proposals contained
in this Proxy Statement will be voted on by all of the Fund's shareholders.
BOARD OF TRUSTEES RECOMMENDATION
The Board of Trustees met on June 13, 2005 to discuss the proposals
contained in this Proxy Statement. The Board voted unanimously to approve the
proposals. The Board of Trustees recommends that you vote "FOR" all of the
proposals contained in this Proxy Statement.
PROPOSAL 1: APPROVAL OF THE
NEW INVESTMENT ADVISORY AGREEMENT
REQUIRED VOTE
Approval of the new Investment Advisory Agreement (the "New Agreement")
for the Fund requires the affirmative vote of a majority of the outstanding
voting securities of the Fund with the Fund's share classes voting together.
Under the Investment Company Act of 1940 (the "1940 Act"), a majority of the
Fund's outstanding voting securities is defined as the lesser of (1) 67% of the
outstanding shares represented at a meeting at which more than 50% of the Fund's
outstanding shares are present in person or represented by proxy or (2) more
than 50% of the Fund's outstanding voting securities (a
2
"Majority Vote"). If the New Agreement is not approved by the Fund's
shareholders, Engemann Asset Management ("EAM") would continue to serve as the
Fund's investment adviser at the current fee level, until the expiration of the
current Investment Advisory Agreement (the "Current Agreement"), and the Board
of Trustees would consider the options available to the Fund at that time.
NEW AGREEMENT
Other than the parties involved, the New Agreement does not differ from
the Current Agreement. Under the New Agreement, PIC would perform the same
services currently performed by EAM and PIC would receive the same fee for
performing those services. EAM and PIC are affiliated companies. The reason for
entering into the New Agreement with PIC is that PIC has more experience in
dealing with and monitoring subadvisers. Further, for ease of administration and
possible economies of scale, PIC and EAM agree that management of subadvisory
relationships should be undertaken by one entity - PIC. The New Agreement will
continue in effect until November 30, 2006, and thereafter from year to year so
long as such continuance is approved annually by a majority of the Fund's
Trustees who are not interested persons pursuant to Section 2(a)(19) of the
1940 Act, (the "Disinterested Trustees"), and by either a majority of the
outstanding voting shares of the Fund or the Trustees of the Fund. As discussed
in Proposal 2 below, the Board of Trustees is recommending that the Fund enter
into a subadvisory relationship with respect to all of the Fund's assets.
CURRENT AGREEMENT
The Trust, on behalf of the Fund, has entered into the Current
Agreement with EAM, which is located at 600 North Rosemead Boulevard, Pasadena,
California 91107. The Current Agreement provides that EAM will have overall
supervisory responsibility for the investment program of the Fund and at its own
expense will provide office space for the Fund as well as pay the salaries, fees
and expenses of the Fund's officers and of those Trustees who are interested
persons of EAM. EAM is also authorized to perform the management and
administrative services necessary for the operation of the Fund. For providing
these services, EAM receives a monthly fee calculated at an annual rate based on
0.75% for the first billion of the Fund's assets, 0.70% on assets over $1
billion and 0.65% on the excess over $2 billion. The Fund paid EAM $210,841
under the Current Agreement from January 1, 2005 until June 30, 2005. The Fund
made no other material payments to EAM during its last fiscal year.
The Current Agreement with EAM is dated January 1, 2005, and will
continue in effect until November 30, 2005, and thereafter from year to year so
long as such continuance is approved annually by a majority of the Fund's
Disinterested Trustees, and by either a majority of the outstanding voting
shares of the Fund or the Trustees of the Fund. The Current Agreement with EAM
was not submitted to a vote of shareholders because it was entered into as a
result of an internal reorganization within the Phoenix companies, and,
therefore, shareholder approval was not necessary. The Current Agreement (i) may
be terminated without the payment of any penalty by the Fund or EAM on 60 days
written notice; (ii) terminates automatically in the event of its
3
assignment; and (iii) generally, may not be amended without the approval by vote
of a majority of the Trustees of the Fund, including a majority of the
Disinterested Trustees and, to the extent required by the 1940 Act, the vote of
a majority of the outstanding voting securities of the Fund.
The last investment advisory agreement submitted to the Fund's
shareholders was the Fund's Amended and Restated Investment Advisory Agreement
between the Fund and PIC, which was last submitted to a vote of shareholders on
December 15, 2000, for the purpose of reorganizing the Trust. The Fund paid PIC
$ 465,734 for investment advisory services during the period beginning January
1, 2004 through December 31, 2004.
BASIS FOR THE BOARD RECOMMENDATION
In evaluating, approving and recommending to the Fund's shareholders
that they approve Proposal 1, the Board of Trustees, requested and evaluated
information provided by PIC which, in the Board's view, constituted information
necessary for the Board to form a judgment as to whether the New Agreement would
be in the best interest of the Fund and its shareholders. Prior to making its
final decision, the Trustees who are not interested persons pursuant to Section
2(a)(19) of the 1940 Act, met privately with counsel to discuss the information
provided.
In recommending that shareholders approve the proposal, the Board
considered various factors, including:
1) the rate of the investment advisory fee and other expenses that
would be paid by the Fund under the New Agreement as compared to those paid
under the Current Agreement and those of representative comparable funds managed
by other investment advisers. The Board noted in particular that the investment
advisory fee would be reasonable because it is within the range of contractual
advisory fee rates at comparable asset levels for representative comparable
funds, as indicated in material prepared for the Board by PIC based on
information contained in various publicly available documents. Specifically, the
proposed fee was slightly above the median of advisory fees for comparable
funds;
2) the impact of the proposed investment advisory fee on the Fund's Net
Expense ratio both before and after any waivers or reimbursements;
3) the above average nature and quality of investment advisory services
provided by PIC to the Fund in the past, including its efforts to improve the
Fund's performance;
4) other benefits to PIC in providing investment advisory services to
the Funds; and
5) possible economies of scale to be achieved through the reduction in
advisory and other fees as assets grow while managing the Fund under the
proposed New Agreement.
4
In considering the proposal, the Board concluded that by entering into
the New Agreement, PIC would be better positioned to monitor the Fund's
subadvisory relationship.
PROPOSAL 2: APPROVAL OF THE
SUBADVISORY AGREEMENT WITH ACADIAN
REQUIRED VOTE
Approval of the Subadvisory Agreement with Acadian Asset Management,
Inc. ("Acadian") requires the affirmative vote of a majority of the outstanding
voting securities of the Fund with all of the Fund's share classes voting
together. Under the 1940 Act, a majority of the Fund's outstanding voting
securities is defined as the lesser of (1) 67% of the outstanding shares
represented at a meeting at which more than 50% of the Fund's outstanding shares
are present in person or represented by proxy or (2) more than 50% of the Fund's
outstanding voting securities (a "Majority Vote"). If the new Subadvisory
Agreement is not approved, the Board of Trustees will consider the options
available to the Fund.
THE SUBADVISORY AGREEMENT
The Board believes that Fund shareholders can benefit most from
management of the Fund's assets by the equity team at Acadian, which has
demonstrated superior equity performance and portfolio manager stability. No
material changes to the Fund's current principal investment strategies would
occur if the Subadvisory Agreement were approved.
The Subadvisory Agreement would obligate Acadian to: (i) make
investment decisions on behalf of the Fund; (ii) place all orders for the
purchase and sale of investments for the Fund with brokers or dealers selected
by Acadian; (iii) vote all proxies for portfolio securities in accordance with
policies and procedures adopted by the Fund; and (iv) perform certain limited
related administrative functions in connection therewith. The Subadvisory
Agreement would provide that Acadian 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 the Subadvisory 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 Fund, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties, a
violation of the standard of care established by and applicable to Acadian in
its actions under the Subadvisory Agreement or a breach of Acadian's duty or of
its obligations under the Subadvisory Agreement and except to the extent
otherwise provided by law.
5
The Fund would pay no fee directly to Acadian as the subadviser. Under
the Subadvisory Agreement, Acadian would be compensated by PIC at the following
annual rates:
Average Daily Net Fund Assets Subadvisory Fee
----------------------------- ---------------
First $1 Billion 0.375%
Over $1 Billion to $2 Billion 0.350%
Over $2 Billion 0.325%
If approved, the Subadvisory Agreement would have an initial term of
two years. The Subadvisory Agreement would continue thereafter on a year to year
basis with the approval of the Fund's Trustees, including a majority of the
Disinterested Trustees. The Subadvisory Agreement would be subject to
termination by PIC or Acadian on 60 days written notice and would terminate
automatically in the event of its assignment and in the event of termination of
the Fund's Investment Advisory Agreement.
BASIS FOR THE BOARD'S RECOMMENDATION
In evaluating, approving and recommending to the Fund's shareholders
that they approve this proposal, the Board of Trustees, requested and evaluated
information provided by PIC and Acadian which, in the Board's view, constituted
information necessary for the Board to form a judgment as to whether entering
into the Subadvisory Agreement with Acadian would be in the best interest of the
Fund and its shareholders. Prior to making its final decision, the Disinterested
Trustees met privately with counsel to discuss the information provided.
In their deliberations, the Trustees did not identify any particular
information that was all-important or controlling, and each Trustee attributed
different weights to the various factors. In recommending that shareholders
approve this proposal, the Trustees considered various factors, including
1) the nature, extent and quality of the services to be provided by
Acadian. The Trustees reviewed biographical information for each Acadian
portfolio manager who would be providing services under the Subadvisory
Agreement and noted the breadth and depth of experience presented;
2) that all of Acadian's investment strategies are team managed and
supported Acadian's focus on using data, technology and sophisticated analytical
methods to evaluate and project expected returns for 20,000 stocks every day;
3) that Acadian's value investing process is systematic, objective and
consistent. In addition, Acadian's stock valuation process is based on
proprietary combinations of factors that capture valuation, earnings and price
movements and stock forecasts are made relative to sectors and countries.
Acadian's sector forecasts use a range of data for over 200 sector groups
worldwide. Stock forecasts are then combined for a world-relative final
forecast. Finally, Acadian's research effort is to continually improve
performance results;
6
4) the rate of the investment advisory fee that would be paid by PIC
(and not the Fund) under the Subadvisory Agreement;
5) the net annual return performance comparison information as of March
31, 2005 for Acadian and the Fund as follows:
- -------------------------------------------------------------------------------------------------------------
Acadian Phoenix Value Equity Fund Russell 1000(R) Value
- -------------- ----------------------- -------------------------------------- -------------------------------
1 Year 15.32% 5.92% 13.17%
- -------------- ----------------------- -------------------------------------- -------------------------------
3 Years 8.88% 2.48% 7.16%
- -------------- ----------------------- -------------------------------------- -------------------------------
5 Years 5.17% 0.57% 5.19%
- -------------------------------------------------------------------------------------------------------------
The performance information shown above for Acadian represents a
composite of the prior performance of all discretionary accounts managed by
Acadian with substantially similar investment objectives, strategies and
policies of the Fund as provided by Acadian. Acadian performance results are net
of account fees and expenses, and assume all dividends and distributions have
been reinvested. The Acadian discretionary accounts are not registered mutual
funds and were not subject to certain investment limitations and other
restrictions imposed by the 1940 Act and the Internal Revenue Code, which, if
applicable, may have adversely affected the performance of the composite.
Acadian's performance results would have been lower had fund expenses been used.
The composite performance does not represent the historical performance of the
Fund and should not be interpreted as indicative of the future performance of
the Fund.
The net annual returns for the Acadian composite were calculated on an
asset-weighted, total return basis, including a 0.50 bps annual management fee
charged on a quarterly basis (which represents the highest advisory fee),
commissions on securities transactions, margin interest paid, and dividend and
interest earned. This method differs from the method used by the Securities and
Exchange Commission (the "SEC").
The Russell 1000(R) Value Index is a market capitalization-weighted
index of value-oriented stocks of the 1,000 largest companies in the Russell
Universe, which comprises the 3,000 largest U.S. companies. The index is
unmanaged and not available for direct investment; therefore, its performance
does not reflect the fees, expenses or taxes associated with the active
management of an actual portfolio;
6) the fact that Acadian has soft dollar arrangements with several
brokers, and Acadian pools soft dollars throughout the year to pay for a variety
of research-related expenses that are of benefit to all Acadian clients;
7) the fact that there are no other tangible benefits to Acadian in
providing investment advisory services to the Fund, other than the fee to be
earned under the Subadvisory Agreement. There may be certain intangible benefits
gained to the extent that serving the Fund could enhance Acadian's reputation in
the marketplace, and, therefore, would enable Acadian to attract additional
client relationships; and
8) the possibility of economies of scale to be achieved as Fund assets
increase through the use of a breakpoint fee schedule.
Based on the foregoing, the Board concluded that the proposed
Subadvisory Agreement was favorable for shareholders because shareholders could
benefit from management of the Fund's assets by the equity team at Acadian.
7
PROPOSAL 3: APPROVAL OF A PROPOSAL TO PERMIT PIC TO
HIRE AND REPLACE SUBADVISORS OR TO MODIFY
SUBADVISORY AGREEMENTS WITHOUT SHAREHOLDER APPROVAL
REQUIRED VOTE
Approval of this proposal requires a majority vote of the shareholders
of the Fund. If the Fund's shareholders do not approve this proposal, the terms
and conditions of the exemptive relief described below will not be applicable to
the Fund.
By approving the proposal, shareholders will afford the Fund the
opportunity to forego the costly expense of and unnecessary delays associated
with proxy solicitations due to necessary subadviser changes.
DESCRIPTION OF EXEMPTIVE RELIEF
One of the duties of an investment adviser is to recommend to a board
of trustees, if conditions warrant, the reallocation of assets managed by a
subadviser or to recommend a subadviser's hiring, termination or replacement, if
the adviser deems it appropriate to achieve the overall objectives of a fund.
The Trust proposes that PIC, with the approval of the Board of Trustees, be
permitted to enter into, terminate, or modify subadvisory agreements on behalf
of the Fund without obtaining the prior approval of a majority of the
outstanding voting securities of the Fund, as is otherwise required by Section
15 of the 1940 Act.
Phoenix Variable Advisors, Inc. ("PVA"), an affiliate of PIC, and The
Phoenix Edge Series Fund have received an exemptive order from the SEC that,
subject to certain conditions, permits PVA and any funds advised by entities
that are under common control with PVA (such as PIC), with the approval of such
funds' trustees, to retain other subadvisers, subsequently change the
subadvisers, or continue the employment of existing subadvisers, after events
that under the 1940 Act and the relevant subadvisory agreements would otherwise
cause an automatic termination of the subadvisory agreements, without submitting
the subadvisory agreements or material amendments to those agreements to a vote
of the shareholders.
Before this relief can be utilized by the Fund, the Fund's shareholders
must approve the applicability of the relief to the Fund. If the Fund's
shareholders approve the proposal to allow PIC to utilize this relief for the
Fund, the Fund and PIC will have the right to hire, terminate or replace
subadvisers without shareholder approval, including, without limitation, the
replacement or reinstatement of any subadviser with respect to which a
subadvisory agreement has automatically terminated as a result of an assignment.
PIC will continue to have the ultimate responsibility to oversee the subadvisers
and recommend their hiring, termination, and replacement.
Even if the Fund's shareholders approve this arrangement, any new
subadvisers engaged or terminated or any change in a subadvisory agreement will
still require the approval of the Fund's Board of Trustees. In order to approve
new subadvisers, the
8
Trustees will analyze the factors they deem relevant, including the nature,
quality and scope of services provided by subadvisers to investment companies
comparable to the Fund. The Trustees will review the ability of the subadvisers
to provide services to the Fund, as well as its personnel, operation, financial
condition or any other factor which would affect the subadvisers with respect to
compliance and regulatory matters over the past fiscal year. The Trustees will
review the subadvisers' investment performance with respect to accounts deemed
comparable. Finally, the Trustees will consider other factors deemed relevant to
the subadvisers' performance as an investment adviser. The Trust believes that
this review provides adequate shareholder protection in the selection of
subadvisers. PIC would notify Fund shareholders in the event of any change in
the identity of the subadviser of the Fund. In addition, the exemptive order
prohibits PIC from entering into subadvisory agreements with affiliates of PIC
to replace an unaffiliated subadviser without shareholder approval.
Although shareholder approval would not be required for the termination
of subadvisory agreements, shareholders of the Fund will continue to have the
right to terminate such subadvisory agreements for the Fund at any time by a
vote of a majority of the outstanding voting securities of the Fund.
MORE INFORMATION ABOUT PIC
Phoenix Equity Planning Corporation ("PEPCO") owns all of the
outstanding stock of PIC, a subsidiary of Phoenix Investment Partners, Ltd.
("PXP"). The Phoenix Companies, Inc. ("PNX") of Hartford, Connecticut is the
sole shareholder of PXP. PNX's primary place of business is One American Row,
Hartford, CT 06115. PEPCO, a mutual fund distributor, acts as the national
distributor of the Fund's shares and as administrative agent of the Fund. The
principal office of PEPCO is located at One American Row, Hartford, CT 06102.
The Fund paid PEPCO $610,793 during their last fiscal year for performing these
services for the Fund.
PIC acts as the investment adviser for 16 fund companies totaling 40
mutual funds and as adviser to institutional clients. PIC has acted as an
investment adviser for over 70 years. As of December 31, 2004, PIC had
approximately $21.8 million in assets under management. PIC does not currently
serve as an investment adviser to any funds that have a similar investment
objective to the Fund.
The following persons serve as the principal executive officers of PIC
at the address for PIC listed above and (except for Bonner, Engberg, Geraci and
Aylward) do not serve as Trustees or Officers of the Trust: Daniel T. Geraci,
President; George R. Aylward, Executive Vice President; James D. Wehr, Executive
Vice President; Gerald S. Fawthrop, Second Vice President and Assistant
Treasurer; Christopher M. Wilkos, Second Vice President; Glenn H. Pease, Vice
President, Finance and Treasurer; Doreen A. Bonner, Vice President and Chief
Compliance Officer; Nancy J. Engberg, Vice President and Chief Compliance
Officer; and John H. Beers, Vice President and Clerk.
9
PXP is the wholly owned investment management subsidiary of PNX and has
served investors for over 70 years. As of December 31, 2004, PXP had
approximately $56.1 billion in assets under management through its investment
partners: Duff & Phelps Investment Management Co. (Duff & Phelps) in Chicago;
Kayne Anderson Rudnick Investment Management, LLC (Kayne) in Los Angeles;
Engemann Asset Management (Engemann) in Pasadena; Seneca Capital Management LLC
(Seneca) in San Francisco; Walnut Asset Management LLC (Walnut) in Philadelphia;
Phoenix/Zweig Advisers LLC and Euclid Advisors LLC (Zweig) in New York; and PIC
in Hartford, CT.
MORE INFORMATION ABOUT ACADIAN
Acadian Asset Management, Inc. is located at One Post Office Square,
Boston, MA 02109. Acadian is registered as an investment adviser under the
Investment Advisers Act of 1940. Acadian is a wholly owned subsidiary of Old
Mutual Asset Managers (US) LLC, which is wholly owned by Old Mutual (US)
Holdings, Inc. Old Mutual (US) Holdings, Inc. is wholly owned by OM Group (UK)
Limited. OM Group (UK) limited is wholly owned by Old Mutual PLC. The following
persons serve as the principal executive officers of Acadian: Gary L. Bergstrom,
Chairman, Director and Treasurer; Ronald D. Frashure, President and Director;
Churchill G. Franklin, Executive Vice President and Director; John R. Chisholm,
Executive Vice President and Director; Barry B. White, Clerk; Scott F. Powers,
Director; Scott P. Dias, Chief Compliance Officer; and Mark J. Minichiello,
Chief Financial Officer. The principal occupation of the principal executive
officers is the officer's position with Acadian.
As of February 28, 2005, Acadian had approximately $15.5 billion in
assets under management. Acadian serves as investment adviser to institutional
portfolios in the same style as will be provided to the Funds. Acadian does not
subadvise any other U.S. value equity funds.
MORE INFORMATION ABOUT EAM
All of the outstanding stock of EAM is owned by PXP. Gretchen Lash
serves as the principal executive officer of EAM at the address for EAM listed
above and does not serve as a Trustee or Officer of the Trust.
10
SHARE OWNERSHIP INFORMATION
As of the Record Date, the following chart lists those shareholders who
beneficially owned 5% or more of the outstanding shares of the Fund.
------------------------------------------------------------------------------------------------------
Shareholder Shares Percent
------------------------------------ -------------------------------------- ------------ -------------
Class A KCB Services & Co., Trustees 265,958 11.75%
FBO St. Joseph Hospital
Employees Pension Plan
C/O Quads Trust Company
PO Box 4310
Frederick, MD 21705-4310
------------------------------------ -------------------------------------- ------------ -------------
National Financial Securities 229,552 10.15%
Corporation FBO
Fiioc as Agent for Qualified
Employee Benefit Plans (401)K
Finop-IC Funds
100 Magellan Way KWIC
Covington, KY 41015-1987
------------------------------------------------------------------------------------------------------
Class B Merrill, Lynch, Pierce, Fenner & 147,294 15.22%
Smith for the sole benefit
its customers
4800 Deer Lake Dr. E
3rd Floor
Jacksonville, FL 32246-6484
------------------------------------ -------------------------------------- ------------ -------------
Class C Merrill, Lynch, Pierce, Fenner & 89,783 11.35%
Smith for the sole benefit
its customers
4800 Deer Lake Dr. E
3rd Floor
Jacksonville, FL 32246-6484
------------------------------------------------------------------------------------------------------
PORTFOLIO TRANSACTIONS
The Fund does not allocate portfolio brokerage on the basis of the
sales of shares, although brokerage firms whose customers purchase shares of the
Fund may participate in brokerage commissions. The Fund does not make portfolio
transactions through affiliated brokers.
OTHER BUSINESS
The Board of Trustees knows of no other business to be brought before
the Meeting. If other business should properly come before the meeting, the
proxy holders will vote thereon in their discretion.
11
Under the provisions of the Trust's charter documents and applicable
law, no annual meeting of shareholders is required, and the Trust does not
currently intend to hold such a meeting. Ordinarily, there will be no
shareholder meeting unless required by the 1940 Act or otherwise. Shareholder
proposals for inclusion in the proxy statement for any subsequent meeting must
be received by the Trust within a reasonable period of time prior to any such
shareholder meeting. Shareholders collectively holding at least 10% of the
outstanding shares of the Trust may request a shareholder meeting at any time
for the purpose of voting to remove one or more of the Trustees. The Trust will
assist in communicating to other shareholders about such meeting.
PLEASE COMPLETE THE ENLOSED PROXY CARD(S) AND RETURN THE CARD(S) BY
SEPTEMBER 16, 2005 IN THE ENCLOSED SELF-ADDRESSED, POSTAGE-PAID ENVELOPE.
By order of the Board of Trustees
Francis G. Waltman
Senior Vice President
12
Exhibit A
FORM OF
INVESTMENT ADVISORY AGREEMENT
PHOENIX INVESTMENT TRUST 97
THIS AGREEMENT, effective as of the ____ day of ____________, 2005 (the
"Contract Date") by and between Phoenix Investment Trust 97, a Delaware business
trust (the "Trust") and Phoenix Investment Counsel, Inc., a Connecticut
corporation (the "Adviser").
WITNESSETH THAT:
1. The Trust hereby appoints the Adviser to act as investment adviser
to the Trust on behalf of the portfolio series of the Trust established and
designated by the Board of Trustees of the Trust (the "Trustees") on or before
the date hereof, as listed on attached Schedule A (collectively, the "Existing
Series"), for the period and on the terms set forth herein. The Adviser accepts
such appointment and agrees to render the services described in this Agreement
for the compensation herein provided.
2. In the event that the Trustees desire to retain the Adviser to
render investment advisory services hereunder with respect to one or more of the
additional series (the "Additional Series"), by agreement in writing, the Trust
and the Adviser may agree to amend Schedule A to include such Additional Series,
whereupon such Additional Series shall become subject to the terms and
conditions of this Agreement.
3. The Adviser shall furnish continuously an investment program for the
portfolio of the Existing Series and the portfolio of any Additional Series
which may become subject to the terms and conditions set forth herein (sometimes
collectively referred to as the "Series") and shall manage the investment and
reinvestment of the assets of the portfolio of each Series, subject at all times
to the supervision of the Trustees.
4. With respect to managing the investment and reinvestment of the
portfolio of the Series' assets, the Adviser shall provide, at its own expense:
(a) Investment research, advice and supervision;
(b) An investment program for each Series consistent with
its investment objectives, policies and procedures;
(c) Implementation of the investment program for each
Series including the purchase and sale of securities;
(d) Implementation of an investment program designed to
manage cash, cash equivalents and short-term
investments for a Series with respect to assets
designated from time to time to be managed by a
subadviser to such Series;
(e) Advice and assistance on the general operations of
the Trust; and
(f) Regular reports to the Trustees on the implementation
of each Series' investment program.
5. The Adviser shall, for all purposes herein, be deemed to be an
independent contractor.
6. The Adviser shall furnish at its own expense, or pay the expenses of
the Trust, for the following:
(a) Office facilities, including office space, furniture
and equipment;
(b) Personnel necessary to perform the functions required
to manage the investment and reinvestment of each
Series' assets (including those required for
research, statistical and investment work);
(c) Except as otherwise approved by the Board, personnel
to serve without salaries from the Trust as officers
or agents of the Trust. The Adviser need not provide
personnel to perform, or pay the expenses of the
Trust for, services customarily performed for an
open-end management investment company by its
national distributor, custodian, financial agent,
transfer agent, registrar, dividend disbursing agent,
auditors and legal counsel;
(d) Compensation and expenses, if any, of the Trustees
who are also full-time employees of the Adviser or
any of its affiliates; and
(e) Any subadviser recommended by the Adviser and
appointed to act on behalf of the Trust.
7. All costs and expenses not specifically enumerated herein as payable
by the Adviser shall be paid by the Trust. Such expenses shall include, but
shall not be limited to, all expenses (other than those specifically referred to
as being borne by the Adviser) incurred in the operation of the Trust and any
public offering of its shares, including, among others, interest, taxes,
brokerage fees and commissions, fees of Trustees who are not full-time employees
of the Adviser or any of its affiliates, expenses of Trustees' and shareholders'
meetings including the cost of printing and mailing proxies, expenses of Adviser
personnel attending Trustee meetings as required, expenses of insurance premiums
for fidelity and other coverage, expenses of repurchase and redemption of
shares, expenses of issue and sale of shares (to the extent not borne by its
national distributor under its agreement with the Trust), expenses of printing
and mailing stock certificates representing shares of the Trust, association
membership dues, charges of custodians, transfer agents, dividend disbursing
agents and financial agents, bookkeeping, auditing and legal expenses. The Trust
will also pay the fees and bear the expense of registering and maintaining the
registration of the Trust and its shares with the Securities and Exchange
Commission and registering or qualifying its shares under state or other
securities laws and the expense of preparing and mailing prospectuses and
reports to shareholders. Additionally, if authorized by the Trustees, the Trust
shall pay for extraordinary expenses and expenses of a non-
2
recurring nature which may include, but not be limited to the reasonable and
proportionate cost of any reorganization or acquisition of assets and the cost
of legal proceedings to which the Trust is a party.
8. The Adviser shall adhere to all applicable policies and procedures
as adopted from time to time by the Trustees, including but not limited to the
following:
(a) Code of Ethics. The Adviser shall adopt a Code of
Ethics designed to prevent "access persons" (as
defined therein in accordance with Rule 17j-1 under
the Investment Company Act of 1940, as amended (the
"Investment Company Act")) from engaging in
fraudulent acts or transactions that are, or have the
potential of being viewed as, a conflict of interest,
and shall monitor for compliance with its Code of
Ethics and report any violations to the Trust's
Compliance Officer.
(b) Policy with Respect to Brokerage Allocation. The
Adviser shall have full trading discretion in
selecting brokers for Series transactions on a day to
day basis so long as each selection is in conformance
with the Trust's Policy with Respect to Brokerage
Allocation. Such discretion shall include use of
"soft dollars" for certain broker and research
services, also in conformance with the Trust's Policy
with Respect to Brokerage Allocation. The Adviser may
delegate the responsibilities under this section to a
Subadviser of a Series.
(c) Procedures for the Determination of Liquidity of
Assets. It shall be the responsibility of the Adviser
to monitor the Series' assets that are not liquid,
making such determinations as to liquidity of a
particular asset as may be necessary, in accordance
with the Trust's Procedures for the Determination of
Liquidity of Assets. The Adviser may delegate the
responsibilities under this section to a Subadviser
of a Series.
(d) Policy with Respect to Proxy Voting. In the absence
of specific direction to the contrary and in a manner
consistent with the Trust's Policy with Respect to
Proxy Voting, the Adviser shall be responsible for
voting proxies with respect to portfolio holdings of
the Trust. The Adviser shall review all proxy
solicitation materials and be responsible for voting
and handling all proxies in relation to the assets
under management by the Adviser in accordance with
such policies and procedures adopted or approved by
each Series'. Unless the Fund gives the Adviser
written instructions to the contrary, the Adviser
will, in compliance with the proxy voting procedures
of the Series then in effect or approved by the
Series, vote or abstain from voting, all proxies
solicited by or with respect to the issuers of
securities in which the assets of the Series may be
invested. The Adviser shall cause the Custodian to
forward promptly to the Adviser (or designee) all
proxies upon receipt so as to afford the Adviser a
reasonable amount of time in which to determine how
to vote such proxies. The Adviser agrees to provide
the Trust with quarterly proxy voting reports in
3
such form as the Trust may request from time to time.
The Adviser may delegate the responsibilities under
this section to a Subadviser of a Series.
(e) Procedures for the Valuation of Securities. It shall
be the responsibility of the Adviser to fully comply
with the Trust's Procedures for the Valuation of
Securities. The Adviser may delegate the
responsibilities under this section to a Subadviser
of a Series.
9. For providing the services and assuming the expenses outlined
herein, the Trust agrees that the Adviser shall be compensated as follows:
(a) The Trust shall pay a monthly fee calculated at an
annual rate as specified in Schedule A. The amounts
payable to the Adviser with respect to the Series
shall be based upon the average of the values of the
net assets of the Series as of the close of business
each day, computed in accordance with the Trust's
Declaration of Trust.
(b) Compensation shall accrue immediately upon the
effective date of this Agreement.
(c) If there is termination of this Agreement with
respect to any Series during a month, the Series' fee
for that month shall be proportionately computed upon
the average of the daily net asset values of such
Series for such partial period in such month.
(d) The Adviser agrees to reimburse the Trust for the
amount, if any, by which the total operating and
management expenses of the portfolio of any Series
(including the Adviser's compensation, pursuant to
this paragraph, but excluding taxes, interest, costs
of portfolio acquisitions and dispositions and
extraordinary expenses), for any "fiscal year" exceed
the level of expenses which such Series is permitted
to bear under the most restrictive expense limitation
(which is not waived by the State) imposed on
open-end investment companies by any state in which
shares of such Series are then qualified. Such
reimbursement, if any, will be made by the Adviser to
the Trust within five days after the end of each
month. For the purpose of this subparagraph (d), the
term "fiscal year" shall include the portion of the
then current fiscal year which shall have elapsed at
the date of termination of this Agreement.
10. The services of the Adviser to the Trust are not to be deemed
exclusive, the Adviser being free to render services to others and to engage in
other activities. Without relieving the Adviser of its duties hereunder and
subject to the prior approval of the Trustees and subject further to compliance
with applicable provisions of the Investment Company Act, as amended, the
Adviser may appoint one or more agents to perform any of the functions and
services which are to be provided under the terms of this Agreement upon such
terms and conditions as may be mutually agreed upon among the Trust, the Adviser
and any such agent.
4
11. The Adviser shall not be liable to the Trust or to any shareholder
of the Trust for any error of judgment or mistake of law or for any loss
suffered by the Trust or by any shareholder of the Trust in connection with the
matters to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith, gross negligence or reckless disregard on the part of
the Adviser in the performance of its duties hereunder.
12. It is understood that:
(a) Trustees, officers, employees, agents and
shareholders of the Trust are or may be "interested
persons" of the Adviser as directors, officers,
stockholders or otherwise;
(b) Directors, officers, employees, agents and
stockholders of the Adviser are or may be "interested
persons" of the Trust as Trustees, officers,
shareholders or otherwise; and
(c) The existence of any such dual interest shall not
affect the validity hereof or of any transactions
hereunder.
13. This Agreement shall become effective with respect to the Existing
Series as of the date stated above, and with respect to any Additional Series,
on the date specified in any amendment to this Agreement reflecting the addition
of each Additional Series in accordance with paragraph 2 (the "Amendment Date").
Unless terminated as herein provided, this Agreement shall remain in full force
and effect until November 30, 2006 with respect to each Existing Series and
until November 30 of the first full calendar year following the Amendment Date
with respect to each Additional Series, and shall continue in full force and
effect for periods of one year thereafter with respect to each Series so long as
(a) such continuance with respect to any such Series is approved at least
annually by either the Trustees or by a "vote of the majority of the outstanding
voting securities" of such Series and (b) the terms and any renewal of this
Agreement with respect to any such Series have been approved by a vote of a
majority of the Trustees who are not parties to this Agreement or "interested
persons" of any such party cast in person at a meeting called for the purpose of
voting on such approval.
Any approval of this Agreement by a vote of the holders of a "majority
of the outstanding voting securities" of any Series shall be effective to
continue this Agreement with respect to such Series notwithstanding (a) that
this Agreement has not been approved by a "vote of a majority of the outstanding
voting securities" of any other Series of the Trust affected thereby and (b)
that this Agreement has not been approved by the holders of a "vote of a
majority of the outstanding voting securities" of the Trust, unless either such
additional approval shall be required by any other applicable law or otherwise.
14. The Trust may terminate this Agreement with respect to the Trust or
to any Series upon 60 days' written notice to the Adviser at any time, without
the payment of any penalty, by vote of the Trustees or, as to each Series, by a
"vote of the majority of the outstanding voting securities" of such Series. The
Adviser may terminate this Agreement upon 60 days' written
5
notice to the Trust, without the payment of any penalty. This Agreement shall
immediately terminate in the event of its "assignment".
15. The terms "majority of the outstanding voting securities",
"interested persons" and "assignment", when used herein, shall have the
respective meanings in the Investment Company Act.
16. In the event of termination of this Agreement, or at the request of
the Adviser, the Trust will eliminate all reference to "Phoenix" from its name,
and will not thereafter transact business in a name using the word "Phoenix" in
any form or combination whatsoever, or otherwise use the word "Phoenix" as a
part of its name. The Trust will thereafter in all prospectuses, advertising
materials, letterheads, and other material designed to be read by investors or
prospective investors delete from the name the word "Phoenix" or any
approximation thereof. If the Adviser chooses to withdraw the Trust's right to
use the word "Phoenix," it agrees to submit the question of continuing this
Agreement to a vote of the Trust's shareholders at the time of such withdrawal.
17. It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but bind only the trust property of
the Trust, as provided in the Declaration of Trust. The execution and delivery
of this Agreement have been authorized by the Trustees and shareholders of the
Trust and signed by the President of the Trust, acting as such, and neither such
authorization by such Trustees and shareholders nor such execution and delivery
by such officer shall be deemed to have been made by any of them individually or
be binding upon or impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust.
18. This Agreement shall be construed and the rights and obligations of
the parties hereunder enforced in accordance with the laws of the State of
Connecticut.
19. Subject to the duty of the Adviser and the Trust 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 any Additional Series that may be
named, and the actions of the Adviser and the Trust in respect thereof.
20. The Adviser will not advise or act on behalf of the Series in
regard to class action filings, with respect to any securities held in the
Series portfolio.
6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first written
above.
PHOENIX INVESTMENT TRUST 97
By:
--------------------------------
Name: Francis G. Waltman
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By:
---------------------------------
Name: John H. Beers
Title: Vice President and Clerk
7
SCHEDULE A
SERIES ANNUAL INVESTMENT ADVISORY FEE
------ ------------------------------
(AVERAGE NET ASSETS
Phoenix Value Equity Fund 0.75% on the first billion
0.70% on $1 billion to $2 billion
0.65% on the excess over $2 billion
8
Exhibit B
FORM OF
SUBADVISORY AGREEMENT
---------------------
PHOENIX INVESTMENT TRUST 97
PHOENIX VALUE EQUITY FUND
September ____, 2005
Acadian Asset Management, Inc.
One Post Office Square
Boston, Massachusetts 02109
RE: SUBADVISORY AGREEMENT
Ladies and Gentlemen:
Phoenix Investment Trust 97 (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 Value Equity 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 Acadian Asset Management, Inc. (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
2
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
3
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:
4
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.
5
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 Investment Trust 97" 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
6
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.
56 Prospect Street
Hartford, CT 06115
Attn: John H. Beers, Vice President and Clerk
Telephone: (860) 403-5050
Facsimile: (860) 403-7251
Email: john.beers@phoenixwm.com
(b) To Acadian at:
Acadian Asset Management, Inc.
One Post Office Square
Boston, Massachusetts 02109
Attn: Churchill G. Franklin, Executive Vice President
Telephone: (617) 805-3530
Facsimile: (617) 805-3630
Email: cfranklin@acadian-asset.com
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 Sarbanes-Oxley 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.
7
PHOENIX INVESTMENT TRUST 97
By:
-----------------------------------
Name: Francis G. Waltman
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By:
------------------------------------
Name: John H. Beers
Title: Vice President and Clerk
ACCEPTED:
ACADIAN ASSET MANAGEMENT, INC.
By:
--------------------------------
Name: Ronald D. Frashire
Title: President
SCHEDULES: A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadviser Functions
E. Form of Sub-Certification
8
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.
9
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
10
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.
11
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 Value Equity Fund managed by Acadian
Asset Management, Inc. is as follows:
- --------------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL RATE PERCENTAGE (%)
- ---------------------------------------- ---------------------------------------
First $1 Billion 0.375%
- ---------------------------------------- ---------------------------------------
Over $1 Billion to $2 Billion 0.350%
- ---------------------------------------- ---------------------------------------
Over $2 Billion 0.325%
- --------------------------------------------------------------------------------
12
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.
13
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 Sarbanes-Oxley 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.
14
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
15
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
PLEASE SIGN, DATE AND RETURN YOUR VOTING INSTRUCTIONS TODAY!
Your Proxy Vote is important!
Please detach at perforation before mailing.
PROXY PHOENIX VALUE EQUITY FUND PROXY
A SERIES OF PHOENIX INVESTMENT TRUST 97
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
September 16, 2005
The undersigned shareholder(s) of Phoenix Value Equity Fund (the "Fund"), a
series of Phoenix Investment Trust 97 (the "Trust"), hereby appoints Kevin J.
Carr, Vallerie A. Atwood and Noreen M. O'Connell, or any one of them true and
lawful attorneys with power of substitution of each, to vote all shares which
the undersigned is entitled to vote, at the Special Meeting of Shareholders of
the Fund to be held on September 16, 2005, at the offices of Phoenix Investment
Partners, Ltd., 56 Prospect Street, Hartford, Connecticut 06115, at 2:00 p.m.
Eastern Time, and at any adjournment thereof as indicated on the reverse side.
In their discretion, the proxy holders named above are authorized to vote upon
such other matters as may properly come before the meeting.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED. THE SHARES REPRESENTED HEREBY WILL BE VOTED AS
INDICATED OR FOR THE PROPOSAL IF NO CHOICE IS INDICATED.
----------------------------------
999 9999 9999 999
----------------------------------
Note: PLEASE SIGN EXACTLY AS YOUR NAME (S) APPEAR ON THIS CARD. When signing as
attorney, executor, administrator, trustee, guardian or as custodian for a minor
please sign your name and give your full title as such. If signing on behalf of
a corporation please sign the full corporate name and your name and indicate
your title. If you are a partner signing for a partnership, please sign the
partnership name, your name and indicate your title. Joint owners should each
sign these instructions. Please sign, date and return.
--------------------------------------------------
Signature and Title, if applicable
--------------------------------------------------
Signature (if held jointly)
, 2005
------------------------------------------
Date
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF THE
FUND
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
VOTE THIS PROXY CARD TODAY!
Phoenix Value Equity Fund [NUMBER OF SHARES OWNED]
Please detach at perforation before mailing.
SHARES HELD ON BEHALF OF THE SHAREHOLDER WILL BE VOTED AS INDICATED BELOW OR FOR
THE PROPOSAL IF NO CHOICE IS INDICATED.
The Board of Trustees recommends a vote FOR the following proposals.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS.
Example: |X|
1. Approve a new Investment Advisory Agreement between the Trust, on behalf of
the Fund, and Phoenix Investment Counsel, Inc. ("PIC").
FOR [ ] ABSTAIN [ ] AGAINST [ ]
2. Approve a Subadvisory Agreement between PIC and Acadian Asset Management,
Inc.
FOR [ ] ABSTAIN [ ] AGAINST [ ]
3. Approve a proposal to permit PIC to hire and replace subadvisors or to
modify subadvisory agreements without shareholder approval.
FOR [ ] ABSTAIN [ ] AGAINST [ ]
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE BEFORE
MAILING