UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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The Phoenix Edge Series Fund
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THE PHOENIX EDGE SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
November 23, 2005
Dear Policy or Contract Owner:
Effective August 12, 2005, Seneca Capital Management, LLC ("Seneca")
was terminated as the subadvisor for the Phoenix-Seneca Mid-Cap Growth Series
and the Phoenix-Seneca Strategic Theme Series, two series of The Phoenix Edge
Series Fund (the "Fund"). Also effective August 12, 2005, Phoenix Variable
Advisors, Inc. ("PVA") assumed investment advisory responsibility from Phoenix
Investment Counsel ("PIC") for each series. PVA and the Fund have been granted
an exemptive order (the "Order") from the Securities and Exchange Commission
("SEC") that permits PVA and the Fund to hire, terminate and replace subadvisors
without shareholder approval. As permitted by the Order, also effective August
12, 2005, PVA retained Bennett Lawrence Management, LLC ("Bennett Lawrence") as
subadvisor to the series, to replace Seneca. Commensurate with the change in
subadvisor, the names of the series have been changed from Phoenix-Seneca
Mid-Cap Growth Series and Phoenix-Seneca Strategic Theme Series to Phoenix
Mid-Cap Growth Series and Phoenix Strategic Theme Series, respectively.
Some or the entire variable portion of your variable life insurance
policy or your variable annuity contract, issued by Phoenix Life Insurance
Company ("PLIC"), PHL Variable Insurance Company ("PHL Variable"), or Phoenix
Life and Annuity Company ("PLAC") (collectively, "Phoenix") and their separate
accounts, was invested in shares of the Phoenix-Seneca Mid-Cap Growth Series and
Phoenix-Seneca Strategic Theme Series. As a condition of the Order, PVA and the
Fund must provide you with the enclosed Information Statement to update you as
to the subadvisory changes.
If you should have any questions regarding these changes, please feel
free to call Phoenix Variable Products Customer Service at (800) 541-0171. Thank
you for your continued investment in The Phoenix Edge Series Fund.
Sincerely,
/s/ Philip K. Polkinghorn
Philip K. Polkinghorn
President
INFORMATION STATEMENT
THE PHOENIX EDGE SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
The Phoenix Edge Series Fund ("Fund") serves as an investment vehicle
for use in connection with variable life insurance policies and variable annuity
contracts (collectively, "Contracts") issued by Phoenix Life Insurance Company
("PLIC"), PHL Variable Insurance Company ("PHL Variable") and Phoenix Life and
Annuity Company ("PLAC") (collectively, "Phoenix") and their separate accounts.
Phoenix and the separate accounts are the sole shareholders of record of the
Fund. Some or the entire variable portion of your variable life insurance policy
or your variable annuity contract, issued by Phoenix, is invested in shares of
the Fund.
The Fund is an open-end management investment company (commonly
referred to as a mutual fund) registered with the Securities and Exchange
Commission ("SEC") under the Investment Company Act of 1940, as amended ("1940
Act"). The Fund had 22 separate investment portfolios, including the
Phoenix-Seneca Mid-Cap Growth Series ("PS Mid-Cap Growth") and Phoenix-Seneca
Strategic Theme Series ("PS Strategic Theme") (collectively, the "Series"), as
of October 31, 2005. Phoenix Variable Advisors, Inc. ("PVA"), acts as the
investment advisor to the Series, and is located at One American Row, Hartford,
CT 06102.
Effective August 12, 2005, PVA assumed investment advisory
responsibility from Phoenix Investment Counsel, Inc. ("PIC") and retained
Bennett Lawrence Management, LLC ("Bennett Lawrence") as new subadvisor for the
PS Mid-Cap Growth and PS Strategic Theme, replacing Seneca Capital Management,
LLC ("Seneca") as subadvisor. PVA's principal place of business is located at
One American Row, Hartford, CT 06102. PIC's principal place of business is
located at 56 Prospect Street, Hartford, CT 06115. Seneca's principal place of
business is located at 909 Montgomery Street, San Francisco, CA 94133. Bennett
Lawrence's principal place of business is located at 757 Third Avenue, New York,
NY 10017.
In connection with this change in subadvisor, the name of PS Mid-Cap
Growth was changed to Phoenix Mid-Cap Growth Series and the name of PS Strategic
Theme was changed to Phoenix Strategic Theme Series.
PVA and the Fund have been granted an exemptive order (the "Order")
from the SEC that permits PVA and the Fund to hire, terminate and replace
subadvisors without shareholder approval. As a condition of the Order, PVA and
the Fund must provide you with this Information Statement to update you as to
these subadvisory changes. More information about the Order is provided below.
This Information Statement is being sent to shareholders on or about November
25, 2005.
WE ARE NOT SOLICITING YOUR VOTE. NO PROXY VOTING CARD HAS BEEN
ENCLOSED. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
1
At a regular meeting of the Fund's board of trustees (the "Board") held
May 16-17, 2005, Management of the Fund ("Management") proposed for the PS
Mid-Cap Growth and the PS Strategic Theme to: (1) change the investment advisor
from PIC to PVA; (2) terminate Seneca as subadvisor; (3) retain Bennett Lawrence
to replace Seneca as subadvisor, as permitted under the Order; and (4) to change
the names of the Series to reflect the change in subadvisor. The foregoing
transaction was approved by all members of the Board, including a majority of
the trustees who are not "interested persons" (within the meaning of the 1940
Act) of the Fund ("Disinterested Trustees"). On August 12, 2005, the changes
were completed, and the PS Mid-Cap Growth Series was renamed Phoenix Mid-Cap
Growth Series, and the PS Strategic Theme Series was renamed the Phoenix
Strategic Theme Series.
THE TRANSACTION
---------------
The transaction has several steps:
On August 12, 2005:
o PVA assumed investment advisor responsibility from PIC;
o Seneca was terminated as subadvisor to PS Mid-Cap Growth Series
and PS Strategic Theme Series;
o Immediately thereafter, PVA hired Bennett Lawrence as the new
subadvisor;
o the name of the PS Mid-Cap Growth Series was changed to Phoenix
Mid-Cap Growth Series and the name of the PS Strategic Theme
Series was changed to Phoenix Strategic Theme Series.
At a regular meeting of the Board on November 15, 2004, Management
introduced a preliminary proposal to replace Seneca as subadvisor to the Series.
At a subsequent regular meeting held February 15, 2005, Management reported to
the Board on the search for a new subadvisor to replace Seneca as subadvisor for
PS Mid-Cap Growth and PS Strategic Theme. Management reported that Phoenix
Investment Partners, Ltd. ("PXP") had hired an independent institutional
consulting group to assist in the research process. At a regular meeting of the
Board held May 16-17, 2005, the Board approved the change in subadvisor from
Seneca to Bennett Lawrence. A copy of the New Subadvisory Agreement among the
Fund, PVA and Bennett Lawrence is attached as Exhibit A.
Pursuant to the Order received from the SEC, PVA and the Fund may, upon
approval of the Board, materially amend subadvisory agreements and hire,
terminate and replace subadvisors without shareholder approval, including,
without limitation, the replacement or reinstatement of any subadvisor with
respect to which a subadvisory agreement has automatically terminated as a
result of an assignment. PVA has the ultimate responsibility to oversee
subadvisors and recommend their hiring, termination, and/or replacement.
2
Contractholders and policyowners who have directed the allocation of
their investment to a subaccount corresponding to the PS Mid-Cap Growth and PS
Strategic Theme have received this Information Statement, and may elect to
transfer their investment into any other subaccount available through their
Contracts without any restrictions on the transfer.
THE OLD SUBADVISORY AGREEMENTS
------------------------------
PHOENIX-SENECA MID-CAP GROWTH SERIES (NOW PHOENIX-MID CAP GROWTH SERIES)
The subadvisory agreement between Seneca and PIC on behalf of the
Phoenix-Seneca Mid-Cap Growth Series is dated March 2, 1998. Under the
subadvisory agreement, Seneca received a fee of 0.40% of the average aggregate
daily net assets of PS Mid-Cap Growth. The subadvisory fee is not charged
directly to the PS Mid-Cap Growth; the subadviser is paid directly by PIC from
its advisory fee. The advisory fee paid to PIC by the PS Mid-Cap Growth is at an
annual rate of 0.80% of the average daily net assets of PS Mid-Cap Growth. For
the PS Mid-Cap Growth's fiscal year ended December 31, 2004, the advisory fee
paid to PIC by the PS Mid-Cap Growth was $470,215.59, and the subadvisory fee
paid by PIC to Seneca was $176,330.84.
PHOENIX-SENECA STRATEGIC THEME SERIES (NOW PHOENIX STRATEGIC THEME SERIES)
The subadvisory agreement between PIC and Seneca on behalf of the
Phoenix-Seneca Strategic Theme Series is dated August 4, 1999. It was
subsequently amended by a First Amendment, dated November 12, 2002, which added
a proxy voting provision to the agreement. Under the subadvisory agreement,
Seneca received a fee of 0.10% of the average daily net assets up to the first
$201 million; 0.375% of such value between $201 and $1 billion; 0.350% of such
value between $1 billion and $2 billion, and 0.325% of such value in excess of
$2 billion. The subadvisory fee is not charged directly to PS Strategic Theme;
the subadviser is paid directly by PIC from its advisory fee. The advisory fee
paid to PIC by PS Strategic Theme is at an annual rate of 0.75% on the first
$250 million of the average daily net assets; 0.70% on the next $250 million of
the average daily net assets, and 0.65% on the assets in excess of $500 million.
For PS Strategic Theme's fiscal year ended December 31, 2004, the advisory fee
paid to PIC by the PS Strategic Theme was $594,791.19, and the subadvisory fee
paid by PIC to Seneca was $79,305.47.
ADDITIONAL INFORMATION ON THE OLD SUBADVISORY AGREEMENTS
Under the Old Subadvisory Agreements, Seneca provided investment
advisory services to the Series, including making decisions regarding the
acquisition, holding or disposition of securities or other assets that the
Series may have owned or contemplated acquiring from time to time. All services
under the Old Subadvisory Agreements must have been provided in accordance with
the Fund's Declaration of Trust, as amended, any policies adopted by the Board,
and the investment policies of the Series as disclosed in the Fund's
registration statement on file with the SEC, as amended from time to time.
3
Seneca had the exclusive authority to manage the investment and
reinvestment of the assets of the Series, subject to the discretion and control
of PIC and the Board. Seneca provided an investment program for the Series
consistent with the Series' investment objectives based upon the development,
review and adjustment of the investment policies approved from time to time by
the Board and PIC in consultation with Seneca. Seneca agreed to use its best
professional judgment to make investment decisions for the Series in accordance
with the terms of the former subadvisory agreement.
Unless instructed otherwise by PIC, Seneca placed all orders for the
purchase and sale of investments for the Series with brokers or dealers selected
by Seneca, which may include brokers or dealers affiliated with Seneca. Seneca
used its best efforts to obtain the best execution of transactions at prices
that were advantageous to the Series and at commission rates that were
reasonable in relation to the benefits received. Seneca may have selected
brokers or dealers on the basis that they provided brokerage, research, or other
services or products to a Series or other accounts serviced by Seneca. Seneca
may have placed transactions with a broker or dealer with whom it had negotiated
a commission in excess of the commission another broker or dealer would have
charged for effecting that transaction if Seneca had determined in good faith
that such amount of commission was reasonable in relation to the value of the
brokerage and research provided by the broker or dealer, viewed in terms of
either that particular transaction or on all such transactions, taken as a
whole, for the Series and other accounts over which Seneca exercised investment
discretion. Not all services or products provided by brokers or dealers that
were generated with Series commissions were necessarily used by Seneca in
managing the Series, but may have been allocated among other accounts, as
appropriate.
The Old Subadvisory Agreements between PIC and Seneca remained in full
force and effect only so long as its continuance had been specifically approved
at least annually by the Trustees in accordance with Section 15(a) of the 1940
Act, and by the majority vote of the Disinterested Trustees in accordance with
the requirement of Section 15(c). The Old Subadvisory Agreements may be
terminated by either party, without penalty, immediately upon written notice to
the other party in the event of a breach of any provision thereof by the party
so notified, or otherwise, upon thirty (30) days' written notice to the other
party, in the case of PS Mid Cap Growth Series, and sixty (60) days' written
notice in the case of PS Strategic Theme Series, but any such termination shall
not affect the status, obligations or liabilities of either party. The Old
Subadvisory Agreements were last considered and renewed by the Board November
15-16, 2004. Notice was given to Seneca of its termination as Subadvisor
effective August 12, 2005.
THE NEW SUBADVISORY AGREEMENT
-----------------------------
PVA, on behalf of both the Phoenix Mid-Cap Growth Series ("Mid-Cap
Growth") and the Phoenix Strategic Theme Series ("Strategic Theme") entered into
one new subadvisory agreement (the "New Subadvisory Agreement") with Bennett
Lawrence. The New Subadvisory Agreement is dated August 12, 2005. Except as to
the effective date, the investment advisor, and the subadvisory fee in the case
of Strategic Theme, the material terms of the New Subadvisory Agreement are
substantially similar to those of the Old Subadvisory Agreements. There is no
increase in the investment advisory fees paid by the Series as a result of the
subadvisory fees paid under the New Subadvisory Agreement.
4
MID-CAP GROWTH
Under the New Subadvisory Agreement, Bennett Lawrence receives a fee of
0.40% of the average aggregate daily net assets of Mid-Cap Growth. The fee under
the New Subadvisory Agreement is the same as the fee charged by Seneca under the
Old Subadvisory Agreement. The subadvisory fee is not charged directly to
Mid-Cap Growth; the subadvisor is paid directly by PVA from its advisory fee,
which is at an annual rate of 0.80% of the average daily net assets of Mid-Cap
Growth.
STRATEGIC THEME
Under the New Subadvisory Agreement, Bennett Lawrence receives a fee of
0.375% on the first $250 million of the average daily net assets; 0.35% on the
next $250 million of the average daily net assets; and 0.325% on the average
daily net assets in excess of $500 million. The subadvisory fee is higher than
that paid to Seneca under the Old Subadvisory Agreement. The subadvisory fee is
not charged directly to Strategic Theme; the subadvisor is paid directly by PVA
from its advisory fee, which is at an annual rate of 0.75% on the first $250
million of assets; 0.70% on the next $250 million of assets; and 0.65% on all
assets in excess of $500 million.
If the New Subadvisory Agreement with Bennett Lawrence had been in
effect for the Strategic Theme's fiscal year ended December 31, 2004, Bennett
Lawrence would have received approximately $297,395.00 in advisory fees, which
is approximately, 274% higher than the subadvisory fee paid to Seneca during
that fiscal year but is not an increase to the overall investment advisory fee
paid by Strategic Theme.
ADDITIONAL INFORMATION ON THE NEW SUBADVISORY AGREEMENT
The New Subadvisory Agreement furnishes portfolio management services
for the Mid-Cap Growth and Strategic Theme. Bennett Lawrence will provide
investment subadvisory services to the Series, including making decisions
regarding the acquisition, holding or disposition of securities or other assets
that the Series may own or contemplate acquiring from time to time. All services
under the New Subadvisory Agreement must be provided in accordance with the
Fund's Declaration of Trust, as amended, any policies adopted by the Board, and
the investment policies of the Series as disclosed in the Fund's registration
statement on file with the SEC, as amended from time to time.
Bennett Lawrence will have the exclusive authority to manage the
investment and reinvestment of the assets of the Series, subject to the
discretion and control of PVA and the Board. Bennett Lawrence will provide an
investment program for the Series consistent with the Series' investment
objectives based upon the development, review and adjustment of investment
policies approved from time to time by the Board and PVA in consultation with
Bennett Lawrence. Bennett Lawrence has agreed to use its best professional
judgment to make investment decisions for the Series in accordance with the
terms of the New Subadvisory Agreement.
Unless instructed otherwise by PVA, Bennett Lawrence will place all
orders for the purchase and sale of investments for the Series with brokers or
dealers selected by Bennett Lawrence. Bennett Lawrence will use its best efforts
to obtain the best execution of transactions
5
at prices that are advantageous to the Series and at commission rates that are
reasonable in relation to the benefits received. Bennett Lawrence may select
brokers or dealers on the basis that they provide brokerage, research, or other
services or products to a Series or other accounts serviced by Bennett Lawrence.
Bennett Lawrence may place transactions with a broker or dealer with whom it has
negotiated a commission in excess of the commission another broker or dealer
would have charged for effecting that transaction if Bennett Lawrence determines
in good faith that such amount of commission is reasonable in relation to the
value of the brokerage and research provided by the broker or dealer, viewed in
terms of either that particular transaction or on all transactions, taken as a
whole, for the Series and other accounts over which Bennett Lawrence exercises
investment discretion. Not all services or products provided by brokers or
dealers that are generated with Series commissions will necessarily be used by
Bennett Lawrence in managing the Series, but may be allocated among other
accounts, as appropriate. Bennett Lawrence does not have a broker/dealer that
passes through the Fund.
Unless terminated, the New Subadvisory Agreement will remain in full
force and effect until November 30, 2006, and thereafter only so long as its
continuance has been specifically approved at least annually by the Board in
accordance with Section 15(a) of the 1940 Act, and by the majority vote of the
Disinterested Trustees of the Board in accordance with Section 15(c).
BOARD'S CONSIDERATIONS
----------------------
At a regular meeting held on May 16-17, 2005, the Board, including a
majority of the Disinterested Trustees, approved replacing PIC with PVA as
advisor and a proposal by PVA to replace Seneca with Bennett Lawrence as
subadvisor to the two Series. The Board also approved renaming the Series, as
previously discussed.
In connection with the consideration of PVA's proposal to replace
Seneca with Bennett Lawrence as subadvisor to the Series, the Board received in
advance of the meeting, certain information in the form of an extensive
questionnaire completed by Bennett Lawrence concerning a number of issues
including its investment philosophy, resources, operations and compliance
structure. The Board had further benefit of a presentation made by Bennett
Lawrence's senior management personnel where a number of issues, including
Bennett Lawrence's history, investment approach, investment strategies,
portfolio turnover rates, assets under management, personnel, and the firm's
overall performance, were reviewed and discussed. The Board noted that the
financial statements of Bennett Lawrence indicated it was sufficiently
capitalized and that its 1-, 3- and 5-year performance was strong. The Board
also took note of Bennett Lawrence's consistent investment style.
The Board also reviewed performance for PS Mid-Cap Growth Series and PS
Strategic Theme Series and noted that as a result of disappointing performance,
the recommendation of a new subadvisor was appropriate. In this context, the
Trustees considered PVA's quantitative and qualitative evaluation of Bennett
Lawrence's skills and abilities in managing assets pursuant to specific
investment styles similar to the style of the Series and the Trustees also
reviewed the relative historical performance of investment funds that Bennett
Lawrence manages according to this style.
6
In addition, the Trustees also considered the overall nature, extent,
and quality of the services to be provided by the subadvisor, whether the cost
to PVA of these services would be reasonable, and the economic viability of
Bennett Lawrence.
Because the overall investment advisory fee would not be changing and
the subadvisory fee would be paid by PVA (not the Series), the Board did not
rely upon comparisons of the services rendered and the amounts to be paid under
the New Subadvisory Agreement with other agreements of other similar funds or
other types of accounts. For the same reason, the Board also did not consider
Bennett Lawrence's profitability with regard to the Series or economics of scale
during its deliberations.
After considering all the information presented, based on the
qualifications of Bennett Lawrence's personnel, and the performance of assets
managed by the subadvisor in a similar manner as the Series would be managed,
the Board concluded that the nature, quality and cost of services to be provided
to the Series by the subadvisor were reasonable and fair, and in the best
interest of the Series and their shareholders and approved the proposal.
THE EXEMPTIVE ORDER
-------------------
The Fund and PVA filed an application on September 26, 2001, and an
amendment to the application on July 9, 2002, requesting an order under Section
6(c) of the 1940 Act granting an exemption from Section 15(a) of the 1940 Act
and Rule 18f-2 under the 1940 Act. The Order would permit the Fund and PVA to
enter into and materially amend subadvisory agreements without shareholder
approval.
On July 10, 2002, a notice of the filing of the application was issued
(Investment Company Act Release No. 25655). The notice gave interested persons
an opportunity to request a hearing and stated that an order granting the
application would be issued unless a hearing was ordered. No request for a
hearing had been filed, and the Commission did not order a hearing.
The SEC considered the matter and found, on the basis of the
information set forth in the application, as amended, that granting the
requested exemption was appropriate in the public interest and consistent with
the protection of investors and the purposes fairly intended by the policy and
provisions of the 1940 Act. Therefore, pursuant to the Investment Company Act
Release No. 25693 received from the SEC, PVA and the Fund could, with prior
approval of the Board, be permitted to enter into and materially amend
subadvisory agreements without such agreements being approved by the
shareholders of the Fund. The Fund and PVA have the right to hire, terminate,
and replace subadvisors without shareholder approval, including, without
limitation, the replacement or reinstatement of any subadvisor with respect to
which a subadvisory agreement has automatically terminated as a result of an
assignment. PVA has the ultimate responsibility to oversee subadvisors and
recommend their hiring, termination, and replacement.
DISCLOSURE REGARDING VOTING SECURITIES
--------------------------------------
The shares of the Fund are not offered directly to the public. Shares
of the Fund currently are offered to certain separate accounts in order to fund
variable accumulation annuity contracts
7
or variable life insurance policies issued by Phoenix Life Insurance Company,
PHL Variable Insurance Company and Phoenix Life and Annuity Company and their
separate accounts. Investments in the Fund may occur only by purchasing a
Contract and directing the allocation of your purchase payment(s) to the
subaccount(s) corresponding to a series. The subaccounts, in turn, invest in
shares of the Fund. Not all series may be offered through a particular Contract.
No one person (including any "group" as that term is used in Section 13(d)(3) of
the Exchange Act) owns beneficially of record 5% or more of the outstanding
shares of the Fund. Outstanding shares of beneficial interest of the Fund
beneficially owned under a contract or policy by the Trustees or the executive
officers of the Fund, as a group, is less than 1%.
ADDITIONAL INFORMATION
----------------------
Bennett Lawrence, the Fund's investment subadvisor, located at 757
Third Avenue, 19th Floor, New York, New York 10017, manages or advises over 260
investment portfolios encompassing a broad range of investment objectives. None
of the directors and officers of Bennett Lawrence is a Trustee or officer of the
Fund. There are no Fund Trustees in any material transactions, direct or
indirectly, to which the subadvisor to the Fund was or is a party to the
transaction. There are no financial conditions of the subadvisor that are
reasonably likely to impair the financial ability of the subadvisor to fulfill
its commitment to the Fund under the amended subadvisory agreement.
The portfolio managers for the Series are Van Schreiber, Chief
Portfolio Manager, and W. Alexander Ely, Portfolio Manager. Five research
analysts and industry specialists assist Mr. Schreiber and Mr. Ely, in the
sourcing of new investment ideas. In addition to portfolio management
responsibilities, Mr. Schreiber and Mr. Ely are also research generalists.
Van Schreiber, Managing Member, is currently the Chief Portfolio
Manager of Bennett Lawrence Management, LLC. Previously, he was a Managing
Director and Senior Growth Portfolio Manager with Deutsche Morgan Grenfell/C.J.
Lawrence Inc. He joined C.J. Lawrence in 1965 as a research analyst, became the
Department Head of Institutional Marketing in 1968, and a Partner of the firm in
1969. Since 1976, Mr. Schreiber served as an Executive Vice President of the
firm, and a member of the Board of Directors until its acquisition by Morgan
Grenfell.
W. Alexander Ely, Member, is a Portfolio Manager at Bennett Lawrence
Management, LLC. Prior to joining the firm in 1997, Mr. Ely was an Equity
Product Manager at Oppenheimer Management Corp. He was a Strategy Clerk from
1988-1989 at the Boston Stock Exchange.
PM Holdings, Inc., located at One American Row, Hartford, Connecticut
06102, wholly owns PVA. PM Holdings, Inc., owns 100% of PVA's voting securities.
PM Holdings, Inc., is wholly owned by Phoenix Life Insurance Company, located at
One American Row, Hartford, Connecticut 06102. Phoenix Life Insurance Company
owns 100% of PM Holdings, Inc.'s voting securities. Phoenix Life Insurance
Company is wholly owned by The Phoenix Companies, Inc., located at One American
Row, Hartford, Connecticut 06102. The Phoenix Companies, Inc., owns 100% of the
Phoenix Life Insurance Company's voting securities. The Fund does not have an
underwriter. Phoenix Equity Planning Corporation ("PEPCO") serves as financial
agent to the Fund. PEPCO is located at 56 Prospect Street, Hartford, Connecticut
06115.
8
Listed below are the names of officers or Trustees of Bennett Lawrence.
None are directors or officers of the Fund.
Name Position Position
---- with Subadvisor with Fund
--------------- ---------
Van Schreiber Managing Member None
Chief Portfolio Manager
Jane H. Fisher Member None
Operations Director
Brendan J. Contant Member None
Marketing Director
W. Alexander Ely Member None
Portfolio Manager
Bennett Lawrence acts as an investment advisor to other institutional
investors having similar investment objectives to Mid-Cap Growth and Strategic
Theme, but does not currently act as an investment advisor to other U.S.
registered mutual funds with investment objectives similar to the Series. The
investment objective for Phoenix Mid-Cap Growth Series and for Phoenix Strategic
Theme Series is long-term growth of capital appreciation.
HOUSEHOLDING OF MATERIALS
-------------------------
The Fund sent only one copy of this Informational Statement and the
semi-annual and annual reports to those households in which multiple
shareholders shared the same address unless the Fund received instructions from
a shareholder in such a household requesting separate copies of these materials.
If you are a shareholder who shares the same address as other shareholders of
the Fund and would like to receive a separate copy of this Information
Statement, the semi-annual report, annual reports or future proxy statements,
please contact Phoenix Variable Products Mail Operations by calling (800)
541-0171, or write to Phoenix Variable Products Mail Operations, P. O. Box 8027,
Boston, Massachusetts 02266-8027. If you share the same address as multiple
shareholders and would like the Fund to send only one copy of future proxy
statements, information statements, semi-annual reports and annual reports,
please contact Phoenix Variable Products Mail Operations at the above phone
number or post office address.
FUTURE SHAREHOLDER MEETINGS
---------------------------
As a Massachusetts business trust, the Fund does not hold shareholder
meetings unless required by the 1940 Act. The Fund relied upon an Order from the
SEC to terminate Seneca as subadvisor to the Series without a shareholder
meeting. The Fund does not anticipate holding a
9
meeting of shareholders in 2005. Shareholders who wish to present a proposal for
action at the next meeting should submit the proposal to:
Kathleen A. McGah
Phoenix Life Insurance Company
One American Row
P.O. Box 5056 Hartford, CT 06102-5056
Proposals must be received a reasonable time prior to the date of the
shareholder meeting to be considered for inclusion in the proxy materials for
the meeting. Timely submission of a proposal does not, however, necessarily mean
that the proposal will be submitted for consideration by shareholders.
By Order of the Board of Trustees,
/s/ Kathleen A. McGah
Kathleen A. McGah
Vice President, Chief Legal Officer
Counsel and Secretary
Hartford, Connecticut
November 23, 2005
10
Exhibit A
SUBADVISORY AGREEMENT
THE PHOENIX EDGE SERIES FUND
PHOENIX MID-CAP GROWTH SERIES
PHOENIX STRATEGIC THEME SERIES
Bennett Lawrence Management LLC
757 Third Avenue, 19th Floor
New York, NY 10017
AGREEMENT made as of the 12th day of August 2005 between Phoenix
Variable Advisors, Inc. (the "Advisor"), a corporation organized under the laws
the State of Delaware, and Bennett Lawrence Management, LLC (the "Subadvisor"),
a limited liability company organized under the laws of the State of New York.
WHEREAS, The Phoenix Edge Series Fund (the "Fund") is a diversified
open-end investment company of the series type registered under the Investment
Company Act of 1940, as amended, (the " 1940 Act"); and
WHEREAS, the shares of the Fund may be offered in one or more separate
series, including the Phoenix Mid-Cap Growth Series (formerly, Phoenix-Seneca
Mid-Cap Growth Series) and Phoenix Strategic Theme Series (formerly,
Phoenix-Seneca Strategic Theme Series) (collectively, the "Designated Series");
and
WHEREAS, the Advisor has entered into an Investment Advisory Agreement
("Advisory Agreement") with the Fund pursuant to which the Advisor acts as
investment advisor to the Fund on behalf of one or more separate series of the
Fund, including the Designated Series; and
WHEREAS, pursuant to the Advisory Agreement, the Advisor renders
certain investment advisory services to the Fund on behalf of the Designated
Series, including providing general oversight of the Designated Series, and
evaluating, recommending and monitoring one or more registered investment
advisors to serve as subadvisor to the Designated Series; and
WHEREAS, the Advisor desires, with the approval of the Trustees of the
Fund (the "Trustees"), to retain Subadvisor to furnish portfolio management
services for the Designated Series; and
WHEREAS, the Subadvisor is willing to furnish such services on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, the Advisor and the Subadvisor agree as follows:
1. Employment as a Subadvisor. The Advisor, being duly authorized, hereby
appoints the Subadvisor to serve as discretionary subadvisor with
regard to the assets of the Designated Series (the "Assets"), subject
to the terms and conditions set forth in this Agreement.
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2. Acceptance of Employment; Standard of Performance. The Subadvisor
accepts its engagement as a discretionary subadvisor of the Designated
Series and agrees to use its best professional judgment to make
investment decisions and provide related services for the Designated
Series in accordance with the terms and conditions set forth in this
Agreement and as set forth in Schedule D attached hereto and made a
part hereof. The parties acknowledge and agree that the services of the
Subadvisor hereunder are not deemed exclusive and that accordingly, the
Subadvisor may render services to others so long as those services do
not conflict in any material manner with the Subadvisor's performance
of its duties and obligations pursuant to this Agreement.
3. Services of Subadvisor. Subject to the general oversight of the Advisor
and the Trustees, the Subadvisor shall manage all of the securities and
other similar assets of the Designated Series entrusted to it under
this Agreement, including the purchase, retention, and disposition of
such securities and other property, and shall carry out all of its
duties and obligations under this Agreement, according to the following
terms and conditions:
(a) At all times in performing its duties and obligations
under this Agreement, the Subadvisor shall act in conformity with the
following requirements: (i) the investment objectives, policies and
restrictions of the Fund as they apply to the Designated Series and as
set forth in the Fund's then current prospectus and statement of
additional information, as amended or supplemented from time to time
(collectively, the "Prospectus"); (ii) the 1940 Act, the Investment
Advisers Act of 1940, as amended (the "Advisers Act") and the rules and
regulations thereunder; (iii) all other applicable federal and state
laws, as each may be amended from time to time; and (iv) and any
resolutions as may be duly adopted by the Trustees from time to time
and any instructions and procedures of the Advisor, and, in either
case, furnished to the Subadvisor (collectively, these requirements are
referred to herein as the "Investment Requirements").
(b) The Subadvisor shall furnish a continuous investment
program and shall, in its discretion, determine what portfolio
investments will be purchased, retained, or sold by the Designated
Series in conformity with the Prospectus and other Investment
Requirements.
(c) The Subadvisor shall effect all transactions and take all
actions to implement the investment objectives and policies of the
Designated Series in accordance with this Agreement.
(d) The Subadvisor shall have full authority at all times with
respect to the portfolio management of the Assets, including, but not
limited to, the authority: (i) to give written or oral instructions to
various broker/dealers, banks or other agents and to bind and obligate
the Fund to and for the carrying out of contracts, arrangements, or
transactions which shall be entered into by the Subadvisor on the
Fund's behalf with or through such broker/dealers, banks or other
agents; (ii) to direct the purchase and sale of any securities; and
(iii) to maintain such uninvested cash balances in the Designated
Series as it shall deem reasonable and appropriate without incurring
any liability for the payment of interest thereon.
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(e) The Subadvisor shall not, without the Advisor's prior
written approval, effect any transaction or take any action that would
cause the Designated Series at the time of the transaction or action to
be out of compliance with any of the Investment Requirements. The
Subadvisor shall promptly inform the Fund and the Advisor of
developments materially affecting (or reasonably expected to affect)
the Designated Series, and will, on its own initiative, furnish the
Fund and the Advisor from time to time with whatever information the
Subadvisor believes is appropriate for this purpose.
(f) The Subadvisor shall send or make available appropriate
representatives to/for regular or special meetings of the Fund as may
be reasonably requested from time to time by the Advisor.
(g) The Subadvisor shall provide appropriate representatives
to attend meetings requested by the Advisor at such time(s) and
location(s) as are reasonably requested by the Advisor.
(h) The Subadvisor shall place all orders for the purchase or
sale of securities or other investments for the Designated Series with
brokers or dealers selected by the Subadvisor, as more fully specified
below in Section 6 of this Agreement.
4. Transaction Procedures. All transactions for the purchase or sale of
securities or other investments for the Designated Series will be
consummated by payment to, or delivery by, the Custodian(s) from time
to time designated by the Fund (the "Custodian"), or such depositories
or agents as may be designated by the Custodian pursuant to its
agreement with the Fund (the "Custodian Agreement"), of all cash and/or
securities and/or other property due to or from the Designated Series.
The Subadvisor shall not have possession or custody of such cash and/or
securities or any responsibility or liability with respect to such
custody, except as expressly stated herein. The Subadvisor shall advise
the Custodian and confirm in writing or by confirmed electronic
transmission to the Fund all investment orders for the Designated
Series placed by it with brokers and dealers at the time and in the
manner set forth in Schedule A hereto (as amended from time to time).
The Fund shall issue to the Custodian such instructions as may be
appropriate in connection with the settlement of any transaction
initiated by the Subadvisor. The Fund shall be responsible for all
custodial arrangements and the payment of all custodial charges and
fees, and, upon giving proper instructions to the Custodian, the
Subadvisor shall have no responsibility or liability with respect to
custodial arrangements or the acts, omissions or other conduct of the
Custodian.
5. Recordkeeping and Reporting. The Subadvisor shall maintain the records
and information required by Rule 31a-1 under the 1940 Act described in
Schedule B attached hereto, and such other records relating to the
services the Subadvisor provides under this Agreement as may reasonably
be required in the future by applicable SEC and other applicable rules,
and shall retain such information for such times and in such manner as
required by applicable rules, including but not limited to Rule 31a-2
under the 1940 Act. The records maintained by the Subadvisor hereunder
shall be the property of the Fund and shall be surrendered promptly
upon request; subject, however, to the Subadvisor's right to retain all
such records as the Subadvisor is required to maintain under the
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Advisers Act and the rules and regulations promulgated thereunder;
provided, further, that the Fund shall be entitled to make and maintain
copies of any records so retained by the Subadvisor.
6. Allocation of Brokerage. The Subadvisor shall have authority and
discretion to select brokers and dealers to execute transactions
initiated by the Subadvisor on behalf of the Designated Series with
regard to the Assets, and to select the markets on or in which the
transactions will be executed, subject to the following limitations:
(a) The Subadvisor shall at all times seek "best-execution",
as defined in Section 28(e)(1) of the Securities Exchange Act of 1934,
as amended, (the "1934 Act").
(b) The Subadvisor shall at all times place orders for the
sale and purchase of securities in accordance with the brokerage policy
of the Designated Series as set forth in the Prospectus and as the
Advisor or the Trustees may direct from time to time.
(c) In placing orders for the sale and purchase of Designated
Series securities for the Fund, the Subadvisor's primary responsibility
shall be to seek the best execution of orders at the most favorable
prices. However, this responsibility shall not obligate the Subadvisor
to solicit competitive bids for each transaction or to seek the lowest
available commission cost to the Fund, so long as the Subadvisor
reasonably believes that the broker or dealer selected by it can be
expected to provide "best-execution" on the particular transaction and
determines in good faith that the commission cost is reasonable in
relation to the value of the "brokerage and research services," as
defined in Section 28(e)(3) of the 1934 Act, provided by such broker or
dealer to the Subadvisor, viewed in terms of either that particular
transaction or of the Subadvisor's overall responsibilities with
respect to its clients, including the Fund, as to which the Subadvisor
exercises investment discretion, notwithstanding that the Fund may not
be the direct or exclusive beneficiary of any such services or that
another broker may be willing to charge the Fund a lower commission on
the particular transaction.
7. Prohibited Conduct. In providing the services described in this
Agreement, the Subadvisor will not consult with any other investment
advisory firm that the Subadvisor knows provides investment advisory
services to any of the Funds series regarding transactions for the Fund
in securities or other assets. In addition, the Subadvisor shall not,
without the prior written consent of the Fund and the Advisor, delegate
any obligations assumed pursuant to this Agreement to any affiliated or
unaffiliated third party.
8. Expenses. During the term of this Agreement, the Subadvisor shall bear
all expenses incurred by it in connection with providing its services
hereunder. Without limiting the foregoing, the parties acknowledge and
agree that the Subadvisor shall furnish at its own expense, or pay the
expenses of the Advisor, for the following items:
(a) Office facilities, including office space, furniture and
equipment utilized by the Subadvisor's employees in the fulfillment of
its duties and obligations under this Agreement;
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(b) Personnel and services necessary to perform the functions
required to manage the investment and reinvestment of the Assets
(including those required for research, analysis, pricing, reporting,
statistics, and investment), and to fulfill the other duties and
obligations of the Subadvisor hereunder;
9. Fees for Services. The compensation of the Subadvisor for its services
under this Agreement shall be calculated and paid by the Advisor in
accordance with the attached Schedule C. Pursuant to the Advisory
Agreement between the Fund and the Advisor, the Advisor shall be solely
responsible for the payment of fees to the Subadvisor.
10. Limitation of Liability. The Subadvisor shall not be liable for any
action taken, omitted or suffered to be taken by it in its best
professional judgment, in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement, or in accordance with specific directions or
instructions from the Fund, so long as such acts or omissions shall not
have constituted a breach of the investment objectives, policies and
restrictions applicable to the Designated Series and such acts or
omissions shall not have resulted from the Subadvisor's willful
misfeasance, bad faith, reckless disregard or gross negligence, a
violation of the standard of care established by and applicable to the
Subadvisor in its actions under this Agreement or a breach of its duty
or of its obligations hereunder (provided further, however, that the
foregoing shall not be construed to protect the Subadvisor from
liability under the 1940 Act, other federal or state securities laws or
common law).
11. Indemnification.
----------------
(a) The Advisor agrees to indemnify and hold harmless the
Subadvisor, its officers and directors, and any person who "controls"
the Subadvisor, within the meaning of Section 15 of the Securities Act
of 1933, as amended (the "1933 Act"), from and against any and all
direct or indirect liabilities, losses or damages (including reasonable
attorneys' fees) suffered by Subadvisor resulting from (i) the
Advisor's breach of any provision of this Agreement, (ii) willful
misfeasance, bad faith, reckless disregard or gross negligence on the
part of the Advisor or any of its officers, directors or employees in
or relating to the performance of the Advisor's duties and obligations
under this Agreement or (iii) any untrue statement or alleged untrue
statement of a material fact contained in the Prospectus and Statement
of Additional Information, as amended or supplemented from time to time
or promotional materials pertaining or relating to the Designated
Series or any amendment thereof or any supplement thereto or the
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statement therein not
misleading, if such a statement or omission was made by the Fund other
than in reliance upon written information furnished by the Subadvisor
or any affiliated person of the Subadvisor, expressly for use in the
Fund's registration statement or other than upon verbal information
confirmed by the Subadvisor in writing expressly for use in the Fund's
registration statement.
In no case shall the Advisor's indemnity in favor of the Subadvisor or
any affiliated person or controlling person of the Subadvisor, or any
other provision of this Agreement, be deemed to protect such person
against any liability to which any such person would
A-5
otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement.
(b) The Subadvisor agrees to indemnify and hold harmless the
Advisor, its officers and directors, and any person who "controls" the
Advisor, within the meaning of Section 15 of the 1933 Act, from and
against any and all direct or indirect liabilities, losses or damages
(including reasonable attorneys' fees) suffered by Advisor resulting
from (i) the Subadvisor's breach of its duties under this Agreement,
(ii) willful misfeasance, bad faith, reckless disregard or gross
negligence on the part of the Subadvisor or any of its officers,
directors or employees in the performance of the Subadvisor's duties
and obligations under this Agreement or (iii) any untrue statement or
alleged untrue statement of a material fact contained in the Prospectus
or Statement of Additional Information, as amended or supplemented from
time to time relating to the Designated Series or any amendment thereof
or any supplement thereto or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statement therein not misleading, if such a statement or
omission was made in reliance upon written information furnished by the
Subadvisor or any affiliated person of the Subadvisor to the Advisor,
the Fund or any affiliated person of the Advisor or the Fund expressly
for use in the Fund's registration statement, or upon verbal
information confirmed by the Subadvisor in writing expressly for use in
the Fund's registration statement; or (iv) to the extent of, and as a
result of, the failure of the Subadvisor to execute, or cause to be
executed, portfolio transactions according to the standards and
requirements of the 1934 Act, the 1940 Act and the Advisers Act.
In no case shall the Subadvisor's indemnity in favor of the Advisor or
any affiliated person or controlling person of the Advisor, or any
other provision of this Agreement, be deemed to protect such person
against any liability to which any such person would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reason of its reckless disregard
of its obligations and duties under this Agreement.
12. Insurance. The Subadvisor shall, during the term of this Agreement, at
its own expense, maintain adequate liability and errors and omissions
insurance coverage to the reasonable satisfaction of the Advisor.
13. No Personal Liability. Reference is hereby made to the Declaration of
Trust, a copy of which has been filed with the Secretary of the
Commonwealth of Massachusetts and elsewhere as required by law, and to
any and all amendments thereto so filed or hereafter so filed with the
Secretary of the Commonwealth of Massachusetts and elsewhere as
required by law. The name The Phoenix Edge Series Fund refers to the
Trustees under said Declaration of Trust, as Trustees and not
personally, and no Trustee, shareholder, officer, agent or employee of
the Fund shall be held to any personal liability in connection with the
affairs of the Fund; only the Fund estate under said Declaration of
Fund is liable. Without limiting the generality of the foregoing,
neither the Subadvisor nor any of its officers, directors, partners,
shareholders or employees shall, under any circumstances, have recourse
or cause or willingly permit recourse to be had directly or
A-6
indirectly to any personal, statutory, or other liability of any
shareholder, Trustee, officer, agent or employee of the Fund or of any
successor of the Fund, whether such liability now exists or is
hereafter incurred for claims against the Fund estate.
14. Confidentiality. Subject to the duty of the Advisor or Subadvisor to
comply with applicable law, including any demand of any regulatory or
taxing authority having jurisdiction, the parties hereto shall treat as
confidential all information pertaining to the Designated Series and
the actions of the Subadvisor and the Fund in respect thereof. It is
understood that any information or recommendation supplied by the
Subadvisor in connection with the performance of its obligations
hereunder is to be regarded as confidential and for use only by the
Advisor, the Fund or such persons as the Advisor may designate in
connection with the Designated Series who have agreed to maintain the
confidentiality of all such information. It is also understood that any
information supplied to the Subadvisor in connection with the
performance of its obligations hereunder, particularly, but not limited
to, any list of investments which, on a temporary basis, may not be
bought or sold for the Designated Series, is to be regarded as
confidential and for use only by the Subadvisor in connection with its
obligation to provide investment advice and other services to the
Designated Series. The parties acknowledge and agree that all nonpublic
personal information with regard to shareholders in the Designated
Series shall be deemed proprietary information of the Advisor, and that
the Subadvisor shall use that information solely in the performance of
its duties and obligations under this Agreement and shall takes
reasonable steps to safeguard the confidentiality of that information.
Further, the Subadvisor shall maintain and enforce adequate security
procedures with respect to all materials, records, documents and data
relating to any of its responsibilities pursuant to this Agreement
including all means for the effecting of investment transactions.
15. Assignment. This Agreement shall terminate automatically in the event
of its "assignment," as that term is defined in Section 2(a)(4) of the
1940 Act. The Subadvisor shall provide the Advisor with reasonable
advance written notice of any proposed change of "control," as defined
in Section 2(a)(9) of the 1940 Act, as will enable the Advisor to
consider whether an assignment as defined in Section 2(a)(4) of the
1940 Act will occur and to take the steps it deems necessary. The
Subadvisor will be liable to the Fund and the Advisor for all direct
and indirect costs resulting from a change of control of the
Subadvisor, including without limitation all costs associated with any
proxy solicitations, Board meetings, revisions to the Prospectus or
marketing materials, and the hiring of another subadvisor on behalf of
the Designated Series. The understandings and obligations set forth in
this Section shall survive the termination of this Agreement and shall
be binding upon the Subadvisor and its successors.
16. Representations, Warranties and Agreements of the Subadvisor. The
Subadvisor represents, warrants and agrees that:
(a) It is registered as an "investment advisor" under the
Advisers Act and will maintain such status so long as this Agreement
remains in effect.
A-7
(b) It shall comply with any other applicable federal or state
requirements, and the applicable requirements of any regulatory or
self-regulatory agency, necessary to be met for its performance of the
services contemplated by this Agreement so long as this Agreement
remains in effect.
(c) It is not prohibited by the 1940 Act, the Advisers Act or
other applicable federal or state law from performing the services
contemplated by this Agreement.
(d) It is duly organized and validly existing under the laws
of the State in which it was organized with the power to own and posses
its assets and carry on its business as it is now being conducted.
(e) It has the power and has taken all necessary action, and
has obtained all necessary licenses, authorizations and approvals, to
execute this Agreement, which Agreement constitutes its legal, valid
and binding obligation, enforceable in accordance with its terms, to
enter into and perform the services contemplated by this Agreement; and
the execution, delivery and performance by it of this Agreement does
not contravene or constitute a default under any agreement binding upon
it.
(f) It will promptly notify the Advisor of the occurrence of
any event that would disqualify it from serving as an investment
advisor of an investment company pursuant to Section 9(a) of the 1940
Act or otherwise.
(g) It has a written code of ethics complying with the
requirements of Rule 17j-l under the 1940 Act and Rule 204A-1 of the
Advisers Act and will provide the Advisor with a copy of the code of
ethics and evidence of its adoption. The Subadvisor acknowledges
receipt of the written code of ethics adopted by and on behalf of the
Fund (the "Code of Ethics"). It will not be subject to the Code of
Ethics during the term of this Agreement so long as its code of ethics
complies with applicable regulatory requirements and has been approved
by the Trustees. Within 10 days of the end of each calendar quarter
while this Agreement is in effect, a duly authorized compliance officer
of the Subadvisor shall certify to the Fund and to the Advisor that the
Subadvisor has complied with the requirements of Rules 17j-l and 204A-1
of the Advisers Act during the previous calendar quarter and that there
has been no violation of its code of ethics, or if such a violation has
occurred, that appropriate action was taken in response to such
violation. The Subadvisor shall permit the Fund and Advisor to examine
the reports required to be made by the Subadvisor under Rule
17j-l(c)(1) or as required by law.
(h) It will use all necessary efforts to manage the Designated
Series so that it will satisfy the diversification and minimum "good
income" requirements of Subchapter M and the diversification
requirements of Section 817(h) of the Internal Revenue Code of 1986, as
amended.
(i) It has furnished a true and complete copy of its
registration statement as filed with the Securities and Exchange
Commission (the "Commission") on Form ADV to the Advisor and will
furnish promptly such updated copies of its registration statement or
amendments thereto as are filed with the Commission from time to time.
A-8
(j) It will furnish to the Advisor true and complete copies of
reports or other documents as may be reasonably requested by the
Advisor in connection with the performance of the Subadvisor's duties
and obligations under this Agreement.
(k) It will be responsible for the preparation and filing of
Schedule 13G and Form 13F on behalf of the Designated Series in
accordance with the requirements thereunder.
(l) It will furnish or otherwise make available to the Advisor
such other information relating to the business affairs of the
Subadvisor or the management of the Designated Series as the Advisor at
any time, or from time to time, reasonably requests in connection with
the Advisor's or Subadvisor's performance of its respective obligations
hereunder; subject, however, to the Subadvisor's right to retain all
such records as the Subadvisor is required to maintain under the
Advisers Act and the rules and regulations promulgated thereunder;
provided, further, that the Fund and the Advisor shall be entitled to
make and maintain copies of any records so retained by the Subadvisor.
(m) It will maintain, keep current and preserve on behalf of
the Fund, in the manner required or permitted by the Advisers Act and
the Rules thereunder, the records identified in Schedule B (as Schedule
B may be amended from time to time). The Subadvisor agrees that such
records are the property of the Fund, and will be surrendered to the
Fund or to the Adviser as agent of the Fund promptly upon request of
either.
(n) The Subadvisor hereby warrants and represents that it will
provide the requisite certifications requested by the chief executive
office and chief financial officer of the Fund necessary for those
named officers to fulfill their reporting and certification obligations
on Form N-CSR as required under the Sarbanes-Oxley Act of 2002 in the
form presented in Schedule E attached hereto and made a part hereof.
(o) It has adopted and implemented, and throughout the term of
this Agreement shall maintain in effect and implement, policies and
procedures reasonably designed to prevent, detect and correct
violations by the Subadvisor and its supervised persons, and, to the
extent the activities of the Subadvisor in respect to the Fund could
affect the Fund, by the Fund, of "federal securities laws" (as defined
in Rule 38a-1 under the Act), and that the Subadvisor has provided the
Fund with true and complete copies of its policies and procedures (or
summaries thereof) and related information requested by the Fund. The
Subadvisor agrees to cooperate with periodic reviews by the Fund's
compliance personnel of the Subadvisor's policies and procedures, their
operation and implementation and other compliance matters and to
provide to the Fund from time to time such additional information and
certifications in respect of the Subadvisor's policies and procedures,
compliance by the Subadvisor with federal securities laws and related
matters and the Fund's compliance personnel may reasonably request. The
Subadvisor agrees to promptly notify the Advisor of any material
compliance violations which affect the Designated Series.
17. Representations, Warranties and Agreements of the Advisor. The Advisor
represents, warrants and agrees that:
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(a) It is registered as an "investment advisor" under the
Advisers Act.
(b) It shall continue to meet any other applicable federal or
state requirements, or the applicable requirements of any regulatory or
self-regulatory agency, necessary to be met for its performance of the
services contemplated by this Agreement so long as this Agreement
remains in effect.
(c) It is not prohibited by the 1940 Act, the Advisers Act or
other applicable federal or state law from performing the services
contemplated by this Agreement.
(d) It is duly organized and validly existing under the laws
of the State in which it was organized with the power to own and posses
its assets and carry on its business as it is now being conducted.
(e) It has the power and has taken all necessary action, and
has obtained all necessary licenses, authorizations and approvals, to
execute this Agreement, which Agreement constitutes its legal, valid
and binding obligation, enforceable in accordance with its terms, to
enter into and perform the services contemplated by this Agreement; and
the execution, delivery and performance by it of this Agreement does
not contravene or constitute a default under any agreement binding upon
it.
(f) It has delivered, or will before the effective date of
this Agreement deliver, to the Subadvisor true and complete copies of
(i) the Prospectus, (ii) the Declaration of Trust, and (iii) such other
documents or instruments governing the investments and investment
policies and practices of the Designated Series applicable to the
Subadvisor's duties and obligations hereunder, and during the term of
this Agreement will promptly deliver to the Subadvisor true and
complete copies of all documents and instruments supplementing,
amending, or otherwise becoming such documents or instruments before or
at the time they become effective.
(g) It will furnish or otherwise make available to the
Subadvisor such other information relating to the business affairs of
the Fund as the Subadvisor at any time, or from time to time,
reasonably requests in order to discharge its obligations hereunder.
18. Representations, Warranties and Agreements of the Fund. By their
approval of this Agreement the Trustees represent, warrant and agree
that:
(a) The Fund is not prohibited by the 1940 Act or other
applicable federal or state law from performing their obligations under
this Agreement.
(b) The Fund is duly organized and validly existing under the
laws of the State in which it was organized with the power to own and
posses its assets and carry on its business as it is now being
conducted.
(c) The Fund has taken all necessary action, and have obtained
all necessary licenses, authorizations and approvals, to permit the
Fund to enter into this Agreement, which Agreement constitutes the
Fund's legal, valid and binding obligation, enforceable in accordance
with its terms; and the execution, delivery and performance by the Fund
of
A-10
this Agreement does not contravene or constitute a default under any
agreement binding upon the Fund.
19. Reports. The Subadvisor shall provide the Advisor and the Trustees such
periodic and special reports as the Advisor may reasonably request. The
Subadvisor agrees that such records are the property of the Fund, and
shall be made reasonably available for inspections, and by the Fund or
by the Advisor as agent of the Fund, and promptly upon request
surrendered to either. Without limiting the generality of the
foregoing, the parties agree and acknowledge that the Subadvisor shall
provide the following items:
(a) Quarterly reports, in form and substance acceptable to the
Advisor, including but not limited to reports with respect to: (i)
compliance with the Subadvisor's code of ethics; (ii) compliance with
procedures adopted from time to time by the Trustees relative to
securities eligible for resale pursuant to Rule 144A under the 1933
Act; (iii) diversification of Designated Series assets in accordance
with the then governing laws and prevailing Prospectus pertaining to
the Designated Series; (iv) compliance with governing Fund policies and
restrictions relating to the fair valuation of securities for which
market quotations are not readily available or considered "illiquid"
for the purposes of complying with the Designated Series limitation on
acquisition of illiquid securities; (v) cross transactions conducted
pursuant to Rule 17a-7 under the 1940 Act; (vi) allocations of
brokerage transactions along with descriptions of the bases for those
allocations and the receipt and treatment of brokerage and research
services received, as may be requested to ensure compliance with
Section 28(e) of the 1934 Act; (vii) any and all other reports
reasonably requested in accordance with or described in this Agreement;
and, (viii) the implementation of the Designated Series investment
program, including, without limitation, analyses of Designated Series
performance;
(b) Annual or other periodic reports, in form and substance
acceptable to the Advisor, including but not limited reports with
respect to: (i) analyses of Designated Series performance; (ii)
disclosure related to the portfolio management of the Designated Series
and the Subadvisor as may be contained in the Prospectus or marketing
materials as amended, supplemented or otherwise updated from time to
time; and (iii) foreign custody arrangements as governed by Rule 17f-7
under the 1940 Act; (iv) compliance with the Subadvisor's code of
ethics pursuant to Rule 17j-1; and (v) such compliance certifications
as may be reasonably requested.
(c) The parties acknowledge and agree that the Subadvisor is
authorized to supply the Fund's independent accountants,
PricewaterhouseCoopers LLP, or any successor accountant for the Fund,
any information that they may request in connection with the Fund.
In addition, the Subadvisor shall immediately notify and forward to
both the Advisor and any legal counsel for the Designated Series whose
identity has been provided to the Subadvisor any legal process served
upon it on behalf of the Advisor or the Fund. The Subadvisor shall
promptly notify the Advisor of any changes in any information
concerning the Subadvisor of which the Subadvisor becomes aware that is
or would be required to be disclosed in the Fund's registration
statement.
A-11
20. Proxies. The Subadvisor shall review all proxy solicitation materials
and be responsible for voting and handling all proxies in relation to
the Assets. Unless the Advisor or the Fund gives the Subadvisor written
instructions to the contrary, the Subadvisor will, in compliance with
the proxy voting procedures of the Designated Series then in effect,
and provided in writing to the Subadvisor, vote or abstain from voting,
all proxies solicited by or with respect to the issuers of securities
in which assets of the Designated Series may be invested. The Advisor
shall cause the Custodian to forward promptly to the Subadvisor all
proxies upon receipt, so as to afford the Subadvisor a reasonable
amount of time in which to determine how to vote such proxies. The
Subadvisor agrees to provide the Advisor in a timely manner with
quarterly proxy voting reports containing a record of votes cast
containing all of the voting information required by Form N-PX in an
electronic format to enable the Designated Series to file Form N-PX as
required by Rule 30b1-4 under the Act.
21. Valuation of Assets and Related Recordkeeping. The Subadvisor shall
assist the recordkeeping agent for the Fund in determining or
confirming the value of any securities or other assets in the
Designated Series for which the recordkeeping agent seeks assistance
from or identifies for review by the Advisor. The parties agree that,
consistent with applicable law, the Advisor will not bear
responsibility for the determination of value of any such securities or
other assets.
22. Amendment. This Agreement may be amended at any time, but only by
written agreement between the Subadvisor and the Advisor, which
amendment, other than amendments to Schedule A, B, C, D or E, is
subject to the approval of the Trustees and the Shareholders of the
Fund as and to the extent required by the 1940 Act.
23. Effective Date; Term. This Agreement shall become effective on the date
set forth on the first page of this Agreement. Unless terminated as
hereinafter provided, this Agreement shall remain in full force and
effect until November 30, 2006, and thereafter only so long as its
continuance has been specifically approved at least annually in
accordance with Sections 15(a) and (c) of the 1940 Act and the Rules
promulgated thereunder.
24. Notices. Except as otherwise provided in this Agreement, all notices or
other communications required of permitted to be given hereunder shall
be in writing and shall be delivered or sent by (i) confirmed
facsimile, (ii) registered, certified or overnight mail, or (iii) a
nationally recognized overnight courier, to the following addresses or
to such other address as the relevant addressee shall hereafter provide
for such purpose to the other by notice in writing and shall be deemed
to have been given at the time of delivery.
If to the Advisor: PHOENIX VARIABLE ADVISORS, INC.
One American Row
Hartford, Connecticut
Attn: Doreen A. Bonner
Telephone: (860) 403-5456
Facsimile: (860) 403-5262
Email: Doreen.Bonner@phoenixwm.com
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If to the Subadvisor: BENNETT LAWRENCE MANAGEMENT LLC
757 Third Avenue, 19th Floor
New York, NY 10017
Attn: Jane H. Fisher, Member Operations Director
Telephone: (212) 508-6408
Facsimile: (212) 593-9647
Email: jfisher@bennettlawrence.com
25. Termination. This Agreement shall terminate immediately in the event
of its assignment, as specified above in Section 14 of this Agreement.
This Agreement may be terminated by either party, without penalty,
immediately upon written notice to the other party in the event of a
breach of any provision thereof by the party so notified, or otherwise,
by the Advisor, Subadvisor, Board of Trustees of the Fund or vote of a
majority of the outstanding voting securities of the Designated Series
upon sixty (60) days' written notice to the other party.
Notwithstanding such termination, any liability of a party to any other
party under this Agreement shall survive and remain in full force and
effect with respect to any claim or matter on which any party has given
written notice to any other party prior to termination and until such
liability has been finally settled.
26. Use of Subadvisor's Name. Subadvisor hereby grants to the Fund and
Advisor a non-exclusive, royalty-free, worldwide license to use the
subadvisor's name and logo in any and all promotional materials,
prospectuses and registration statements pertaining to the Designated
Series during the term of this Agreement, subject, however, to
obtaining the Subadvisor's prior consent to each use of its name or
logo prior to its first use in any document or promotional material.
27. Applicable Law. To the extent that state law is not preempted by the
provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws of
the State of New York, without giving effect to the conflicts of laws
principles thereof.
28. Severability. If any term or condition of this Agreement shall be
invalid or unenforceable to any extent or in any application, then the
remainder of this Agreement shall not be affected thereby, and each and
every term and condition of this Agreement shall be valid and enforced
to the fullest extent permitted by law.
29. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter of this
Agreement.
30. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all such
counterparts shall constitute a single instrument.
(signature page to follow)
------------------------
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THE PHOENIX EDGE SERIES FUND
By:/s/ Gina C. O'Connell
----------------------------------
Name: Gina C. O'Connell
Title: Senior Vice President
PHOENIX VARIABLE ADVISORS, INC.
By: /s/ John H. Beers
---------------------------------
Name: John H. Beers
Title: Vice President and Secretary
ACCEPTED:
BENNETT LAWRENCE MANAGEMENT LLC
By: /s/ Van Schreiber
- ------------------------------
Name: Van Schreiber
Title: Managing Member
SCHEDULES: A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadvisor Functions
E. Form of Sub-Certification
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SCHEDULE A
----------
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of
information to be supplied by the Subadvisor to State Street Bank and Trust
Company for the Phoenix Mid-Cap Growth Series to JP Morgan Chase Bank and for
the Phoenix Strategic Theme Series (the "Custodians") and PFPC, Inc. (the
"Sub-Accounting Agent") for the Fund. It is anticipated that State Street Bank
and Trust Company will become the Custodian for Phoenix Strategic Theme Series
on or about September 9, 2005.
The Subadvisor must furnish the Custodians and Sub-Accounting Agent with daily
information as to executed trades, or, if no trades are executed, with a report
to that effect, no later than 5:00 p.m. (Eastern time) each day the Fund is open
for business. The necessary information may be sent electronically or via
facsimile machine to the Custodians and the Sub-Accounting Agent. Information
provided to the Custodians and the Sub-Accounting Agent shall include the
following:
1. Purchase or sale;
2. Security name;
3. CUSIP number (if applicable);
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed;
14. Currency for foreign trades;
15. Ticker symbol for domestic trades; and
16. Identified tax lot (if applicable).
When opening accounts with brokers for, and in the name of, the Fund, the
account must be a cash account. No margin accounts are to be maintained in the
name of the Fund. Delivery instructions are as specified by the Custodians. The
Custodians and Sub-Accounting Agent will supply the Subadvisor daily with a cash
availability report via access to the Custodians website, or by email or by
facsimile and the Sub-Accounting Agent will provide a five day cash projection.
This will normally be done electronically or via facsimile machine so that the
Subadvisor will know the amount available for investment purposes.
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SCHEDULE B
----------
RECORDS TO BE MAINTAINED BY THE SUBADVISOR
1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other
portfolio purchases and sales, given by the Subadvisor on behalf of the
Designated Series for, or in connection with, the purchase or sale of
securities, whether executed or unexecuted. Such records shall include:
A. The name of the broker;
B. The terms and conditions of the order and of any modifications or
cancellation thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf of the Fund.
2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten
(10) days after the end of the quarter, showing specifically the basis or
bases upon which the allocation of orders for the purchase and sale of
Designated Series securities to named brokers or dealers was effected,
and the division of brokerage commissions or other compensation on such
purchase and sale orders. Such record:
A. Shall include the consideration given to:
(i) The sale of shares of the Fund by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers to:
(a) The Fund,
(b) The Advisor,
(c) The Subadvisor, and
(d) Any person other than the foregoing.
(iii) Any other consideration other than the technical qualifications
of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
C. Shall describe in detail the application of any general or
specific formula or other determinant used in arriving at such
allocation of purchase and sale orders and such division of
brokerage commissions or other compensation.
D. Shall show the name of the person responsible for making the
determination of such allocation and such division of brokerage
commissions or other compensation.
3. (Rule 31a-(b)(10)) A records in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the
purchase or sale of portfolio securities. Where a committee or group
makes an authorization, a record shall be kept of the names of its
members who participate in the authorization. There shall be retained as
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part of this record: any memorandum, recommendation or instruction
supporting or authorizing the purchase or sale of portfolio securities
and such other information as is appropriate to support the
authorization.*
4. (Rule 31a-1(f)) Such accounts, books and other documents as are required
to be maintained by registered investment advisers by rule adopted under
Section 204 of the Investment Advisers Act of 1940, to the extent such
records are necessary or appropriate to record the Subadvisor's
transactions for the Designated Series.
- -----------------------------
* Such information might include: current financial information, annual and
quarterly reports, press releases, reports by analysts and from brokerage firms
(including their recommendation; i.e., buy, sell hold) or any internal reports
or subadvisor review.
A-17
SCHEDULE C
----------
SUBADVISORY FEE
For services provided to the Fund, the Advisor will pay to the Subadvisor, on or
before the 10th day of each month, a fee, payable in arrears, at the annual rate
stated below. The fees shall be prorated for any month during which this
Agreement is in effect for only a portion of the month. In computing the fee to
be paid to the Subadvisor, the net asset value of the Fund and each Designated
Series shall be valued as set forth in the then current registration statement
of the Fund.
Phoenix Mid-Cap Growth Series: 0.40% on all Series assets
Phoenix Strategic Theme Series: 0.375% on the first $250 million of Series assets
0.35% on the next $250 million of Series assets
0.325% on all Series assets in excess of $500 million
The fee to be paid to the Subadvisor is to be calculated based on the average
daily net assets of the Phoenix Mid-Cap Growth Series and the Phoenix Strategic
Theme Series, individually, for the respective month, or shorter period during
which the Subadvisory Agreement is in effect.
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SCHEDULE D
----------
SUBADVISOR FUNCTIONS
With respect to managing the investment and reinvestment of the
Designated Series' assets, the Subadvisor shall provide, at its own expense:
(a) An investment program for the Designated Series consistent with its
investment objectives based upon the development, review and adjustment
of buy/sell strategies approved from time to time by the Board of
Trustees and Advisor, all as set forth in the Objectives and Policies;
(b) Implementation of the investment program for the Designated Series based
upon the foregoing criteria;
(c) Quarterly reports, in form and substance acceptable to the Advisor, with
respect to: (i) compliance with the Code of Ethics; (ii) compliance with
procedures adopted from time to time by the Trustees of the Fund relative
to securities eligible for resale under Rule 144A under the Securities
Act of 1933, as amended; (iii) diversification of Designated Series
assets in accordance with the then prevailing Objectives and Policies and
governing laws; (iv) compliance with governing restrictions relating to
the fair valuation of securities for which market quotations are not
readily available or considered "illiquid" for the purposes of complying
with the Designated Series' limitation on acquisition of illiquid
securities included in the Objectives and Policies; (v) any and all other
reports reasonably requested in accordance with or described in this
Agreement; and (vi) the implementation of the Designated Series'
investment program, including, without limitation, analysis of Designated
Series performance;
(d) Promptly after filing with the Securities and Exchange Commission an
amendment to its Form ADV, a copy of such amendment to the Advisor and
the Trustees;
(e) Attendance by appropriate representatives of the Subadvisor at meetings
requested by the Advisor or Trustees at such time(s) and location(s) as
reasonably requested by the Advisor or Trustees; and
(f) Notice to the Trustees and the Advisor of the occurrence of any event
which would disqualify the Subadvisor from serving as an investment
advisor of an investment company pursuant to Section 9(a) of the 1940 Act
or otherwise.
A-19
SCHEDULE E
----------
FORM OF SUB-CERTIFICATION
To:
Re: Form N-CSR Certification for the [Name of Series].
From: [Name of Subadvisor]
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 Series.
Schedule of Investments (the "Reports")
Our organization has designed, implemented and maintained internal controls and
procedures, designed for the purpose of ensuring the accuracy and completeness
of relevant portfolio trade data transmitted to those responsible for the
preparation of the Schedule of Investments. As of the date of this certification
there have been no material modifications to these internal controls and
procedures.
In addition, our organization has:
a. Designed such internal controls and procedures to ensure that material
information is made known to the appropriate groups responsible for
servicing the above-mentioned mutual funds.
b. Evaluated the effectiveness of our internal controls and procedures, as
of a date within 90 days prior to the date of this certification and we
have concluded that such controls and procedures are effective.
c. In addition, to the best of my knowledge there has been no fraud,
whether, or not material, that involves our organization's management
or other employees who have a significant role in our organization's
control and procedures as they relate to our duties as sub-advisor to
the Series.
I have read the draft of the Reports which I understand to be current as of
[Date of Reporting Period] and based on my knowledge, such drafts of the Reports
do not, with respect to the Series, contain any untrue statement of a material
fact or omit to state a material fact necessary to make the information
contained therein, in light of the circumstances under which such information is
presented, not misleading with respect to the period covered by such draft
Reports.
I have disclosed, based on my most recent evaluation, to the Series' Chief
Accounting Officer:
A-20
a. All significant changes, deficiencies and material weakness, if any, in
the design or operation of the Subadvisor's internal controls and
procedures which could adversely affect the Advisor's ability to
record, process, summarize and report financial data in a timely
fashion;
b. Any fraud, whether or not material, that involves the Subadvisor's
management or other employees who have significant role in the
Subadvisor's internal controls and procedures for financial reporting.
I certify that to the best of my knowledge:
a. The Subadvisor's portfolio manager have complied with the restrictions
and reporting requirements of the Subadvisor's Code of Ethics (the
"Code").
b. The Subadvisor has complied with the Prospectus and Statement of
Additional Information of the Series and the Policies and Procedures of
the Series as adopted by the Series' Board of Trustees to the extent
applicable as specified in the Acknowledgement dated August 10, 2005.
c. I have no knowledge of any compliance violations with respect to the
Series except as disclosed in writing to the Phoenix Compliance
Department by me or by the Subadvisor's compliance administrator.
d. The Subadvisor has complied with the rules and regulations of the 33
Act and 40 Act, and such other regulations as may apply to the extent
those rules and regulations pertain to the responsibilities of the
Subadvisor with respect to the Series as outlined above.
This certification relates solely to the Series named above and may not be
relied upon by any other fund or entity.
The Subadvisor does not maintain the official books and records of the above
Series. The sub-Subadvisor'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 Subadvisor is not responsible for the
preparation of the Reports.
- ------------------------------- --------------------------
[Name of Authorized Signature] Date
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