UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION STATEMENT
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[ ] Preliminary Information Statement
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The Phoenix Edge Series Fund
- --------------------------------------------------------------------------------
(Name of Registrant As Specified In Its Charter)
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THE PHOENIX EDGE SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
September 22, 2006
Dear Policy or Contract Owner:
At the close of business June 23, 2006, Engemann Asset Management
("EAM") was terminated as the subadvisor for the Phoenix Capital Growth Series
(f/k/a Phoenix-Engemann Capital Growth Series ("Capital Growth Series")), a
series of The Phoenix Edge Series Fund (the "Fund"). Also on June 23, 2006,
Phoenix Investment Counsel, Inc. ("PIC") entered into a subadvisory agreement
with Harris Investment Management, Inc. ("HIM") and assumed subadvisory
responsibility for Capital Growth Series.
Phoenix Variable Advisors, Inc. ("PVA") and PIC are indirect wholly
owned subsidiaries of The Phoenix Companies, Inc. ("PNX"), their ultimate
parent. PVA, and its affiliates including PIC, and the Fund, have received an
exemptive order from the Securities and Exchange Commission ("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
fund's Trustees, 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. In its capacity as investment advisor,
PIC has the ultimate responsibility to oversee subadvisors and recommend their
hiring, termination, and replacement.
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 Capital Growth Series. As a condition of
the Order, PIC and the Fund must provide you with the enclosed Information
Statement to update you as to the subadvisory change.
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 option
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 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 26 separate investment series, including the Phoenix Capital
Growth Series ("Capital Growth Series"), as of August 1, 2006. Phoenix
Investment Counsel, Inc. ("PIC"), acts as the investment advisor to the Capital
Growth Series.
On June 23, 2006, PIC entered into a subadvisory agreement with Harris
Investment Management, Inc. ("HIM") as the new subadvisor for Capital Growth
Series, replacing Engemann Asset Management ("EAM") as subadvisor. HIM's
principal place of business is located at 190 South LaSalle Street, 4th Floor,
P.O. Box 755, Chicago, IL 60603. PIC's principal place of business is located at
56 Prospect Street, Hartford, CT 06115. EAM's principal place of business is
located at 600 North Rosemead Boulevard, Pasadena, California 91107-2101.
Phoenix Variable Advisors, Inc. ("PVA") and PIC are indirect wholly
owned subsidiaries of The Phoenix Companies, Inc. ("PNX"). PVA, and its
affiliates including PIC, and the Fund, have received an exemptive order from
the Securities and Exchange Commission ("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 fund's Trustees, 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. In its capacity as investment advisor, PIC has the
ultimate responsibility to oversee subadvisors and recommend their hiring,
termination, and replacement. As a condition of the Order, the Fund and PIC, an
affiliate of PVA, must provide you with this Information Statement to update you
as to this subadvisory change. More information about the Order is provided
below. This Information Statement is being sent to shareholders on or about
September 27, 2006.
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 15-16, 2006, Management of the Fund ("Management") proposed to: (1)
terminate the subadvisory agreement with EAM, and (2) appoint HIM as the new
subadvisor for the current Capital Growth Series and approve a new subadvisory
agreement between PIC and HIM. 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").
THE TRANSACTION
---------------
The transaction has several steps:
At the close of business June 23, 2006:
o The subadvisory agreement with EAM was terminated on behalf
of Capital Growth Series (the "Old Subadvisory Agreement");
and
o PIC entered into a new subadvisory agreement with HIM on
behalf of Capital Growth Series (the "New Subadvisory
Agreement").
A copy of the New Subadvisory Agreement is attached as Exhibit A.
PVA, and its affiliates including PIC, and the 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 fund's Trustees, 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.
In its capacity as investment advisor, PIC has the ultimate responsibility to
oversee subadvisors and recommend their hiring, termination, and replacement.
Contractholders and policyowners who have directed the allocation of their
investment to a subaccount corresponding to the Capital Growth Series 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 AGREEMENT
-----------------------------
PIC and EAM entered into the Old Subadvisory Agreement February 4, 1999
on behalf of Capital Growth Series. The Old Subadvisory Agreement was
subsequently amended by a First Amendment dated November 12, 2002 relating to
the solicitation of proxies. The Old Subadvisory Agreement provided for monthly
subadvisory fees payable to EAM at the annual rate of 0.10% of the average daily
net assets up to $3 billion and 0.30% of such value in excess of $3 billion. The
subadvisor was paid directly by PIC from its advisory fee. The subadvisory fee
paid by PIC to EAM for the fiscal year end December 31, 2005 was $494,086 and
the old subadvisory fee paid by PIC to EAM from January 1, 2006 until June 25,
2006 was $215,238. The advisory fee paid to PIC by the Fund was at an annual
rate of 0.70% of the average of the aggregate daily net assets of Capital Growth
Series up to the first $250 million; 0.065% of such value between $251 million
to $500 million; and 0.60% of such value in excess of $500 million. For the
Capital
2
Growth Series' fiscal year ended December 31, 2005, the advisory fee paid to
PIC by the Fund was $3,332,368 and the advisory fees paid from January 1, 2006
to June 25, 2006 was $1,430,052.
ADDITIONAL INFORMATION ON THE OLD SUBADVISORY AGREEMENT
Under the Old Subadvisory Agreement, EAM provided investment
subadvisory services to Capital Growth Series, including making decisions
regarding the acquisition, holding or disposition of securities or other assets
that Capital Growth Series may have owned or contemplated acquiring from time to
time. All services under the Old Subadvisory Agreement 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 Capital Growth Series as
disclosed in the Fund's registration statement on file with the SEC, as amended
from time to time.
EAM had the exclusive authority to manage the investment and
reinvestment of the assets of Capital Growth Series, subject to the discretion
and control of PIC and the Board. EAM provided an investment program for Capital
Growth Series consistent with Capital Growth 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 EAM. EAM agreed to
use its best professional judgment to make investment decisions and provide
related services for Capital Growth Series in accordance with the terms of the
former subadvisory agreement.
Unless instructed otherwise by PIC, EAM placed all orders for the
purchase and sale of investments for Capital Growth Series with brokers or
dealers selected by EAM. EAM used its best efforts to obtain the best execution
of transactions at prices that were advantageous to Capital Growth Series and at
commission rates that were reasonable in relation to the benefits received. EAM
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 EAM. EAM 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 EAM 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 Capital Growth Series and other accounts over which EAM exercised
investment discretion. Not all services or products provided by brokers or
dealers that were generated with Capital Growth Series commissions were
necessarily used by EAM in managing Capital Growth Series, but may have been
allocated among other accounts.
The Old Subadvisory Agreement between PIC and EAM 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 Agreement may be
terminated by either party, without penalty, immediately upon sixty (60) days'
written notice to the other party, but any such termination shall not affect the
status, obligations or liabilities of either party. The Old Subadvisory
Agreement was last considered and renewed by the
3
Board during its regular meeting on November 13, 2005. Notice was given to EAM
of its termination as Subadvisor as of the close of business June 23, 2006.
THE NEW SUBADVISORY AGREEMENT
-----------------------------
PIC, on behalf of Capital Growth Series, entered into a New Subadvisory
Agreement with HIM. The New Subadvisory Agreement is dated June 23, 2006. Except
as to the effective date and parties, the material terms of the New Subadvisory
Agreement are similar to those of the Old Subadvisory Agreement. There is no
increase in the investment subadvisory fees paid by PIC on behalf of the Capital
Growth Series as a result of the New Subadvisory Agreement.
The New Subadvisory Agreement provides for monthly subadvisory fees
payable to HIM at the annual rate of 0.10% of the average daily net assets up to
$3 billion and 0.30% of such value in excess of $3 billion. The fee under the
New Subadvisory Agreement is the same as the fee charged by EAM under the Old
Subadvisory Agreement. The subadvisor is paid directly by PIC from its advisory
fee. The subadvisory fee paid by PIC to HIM from June 26, 2006 to July 31, 2006
was $112,428. The advisory fee paid to PIC by the Fund is at an annual rate of
0.70% of the average of the aggregate daily net assets of Capital Growth Series
up to the first $250 million; 0.065% of such value between $251 million to $500
million; and 0.60% of such value in excess of $500 million. The advisory fee
paid by PIC from June 26, 2006 to July 31, 2006 was $255,599.
ADDITIONAL INFORMATION ON THE NEW SUBADVISORY AGREEMENT
The New Subadvisory Agreement for Capital Growth furnishes portfolio
management services to Capital Growth Series. HIM will provide investment
subadvisory services to Capital Growth Series, including making decisions
regarding the acquisition, holding or disposition of securities or other assets
that Capital Growth 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 Capital Growth Series as disclosed in the
Fund's registration statement on file with the SEC, as amended from time to
time.
HIM will have the exclusive authority to manage the investment and
reinvestment of the assets of Capital Growth Series, subject to the discretion
and control of PIC and the Board. HIM will provide an investment program for
Capital Growth Series consistent with Capital Growth Series' investment
objectives based upon the development, review and adjustment of investment
policies approved from time to time by the Board and PIC in consultation with
HIM. HIM has agreed to use its best professional judgment to make investment
decisions and provide related services for Capital Growth Series in accordance
with the terms of the New Subadvisory Agreement for Capital Growth Series.
This New Subadvisory Agreement will remain in full force and effect
until a sixty (60) days' written notice of termination is given to either party,
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).
4
Unless instructed otherwise by PIC, HIM will place all orders for the
purchase and sale of investments for Capital Growth Series with brokers or
dealers selected by HIM. HIM will use its best efforts to obtain the best
execution of transactions at prices that are advantageous to Capital Growth
Series and at commission rates that are reasonable in relation to the benefits
received. HIM 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 HIM. HIM 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 HIM 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
Capital Growth Series and other accounts over which HIM exercises investment
discretion. Not all services or products provided by brokers or dealers that are
generated with Capital Growth Series commissions will necessarily be used by HIM
in managing Capital Growth Series, but may be allocated among other accounts.
BOARD'S CONSIDERATIONS
----------------------
At a regular meeting held on May 15-16, 2006, the Board, including a
majority of the Disinterested Trustees, approved the termination of the
subadvisory agreement with EAM as the investment subadvisor, approved the
appointment of HIM as subadvisor and approved the subadvisory agreement between
PIC and HIM.
In connection with the consideration of PIC's proposal to appoint HIM
as subadvisor to Capital Growth Series, the Board received in advance of the
meeting, certain information in the form of an extensive questionnaire completed
by HIM concerning a number of issues including its investment philosophy,
resources, operations and compliance structure. The Board had further benefit of
a presentation made by HIM's senior management personnel where a number of
issues, including HIM's history, investment approach, investment strategies,
portfolio turnover rates, assets under management, personnel, and the firm's
overall performance, were reviewed and discussed.
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 PIC of these services would be reasonable, and the economic viability of HIM.
The Board concluded that the nature, extent and quality of the overall services
that are provided by HIM to Capital Growth Series and its shareholders were
reasonable.
Because the overall investment advisory fee would not be changing and
the subadvisory fee would be paid by PIC (not the Capital Growth 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 HIM's profitability with regard to Capital Growth Series or
economics of scale during its deliberations.
5
After considering all the information presented, based on the
qualifications of HIM's personnel, and the performance of assets managed by the
subadvisor in a similar manner as Capital Growth Series would be managed, the
Board concluded that the nature, quality and cost of services to be provided to
Capital Growth Series by the subadvisor were reasonable and fair, and in the
best interest of Capital Growth 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 SEC 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 its affiliates including PIC,
and the 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 fund's
Trustees, 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. In its capacity as investment advisor,
PIC 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 or variable life insurance policies
issued by PLIC, PHL Variable and PLAC 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%.
6
ADDITIONAL INFORMATION
----------------------
HIM, the Fund's investment subadvisor, located at 190 South LaSalle
Street, 4th Floor, P.O. Box 755, Chicago, IL 60603, had approximately $17.7
billion in assets under management as of June 30, 2006. HIM is a wholly owned
subsidiary of Harris Bankcorp, Inc. Harris Bankcorp, Inc., in turn, is a wholly
owned subsidiary of Harris Financial Corp., which is a wholly owned subsidiary
of Bank of Montreal, a publicly traded Canadian banking institution. None of the
directors and officers of HIM 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 New Subadvisory Agreement.
The portfolio managers for the Capital Growth Series are T. Andrew
Janes, Daniel L. Sido, and Mark Wimer.
T. Andrew Janes, JD, CFA, Partner and Portfolio Manager. Mr. Janes was
appointed portfolio manager of the Capital Growth Series in June 2006. Mr. Janes
joined HIM in 1999 and has served as portfolio manager for equity accounts,
including mutual funds, since that time. He has a total of 20 years of portfolio
management, investment research and trust administration experience.
Daniel L. Sido, Senior Partner and Portfolio Manager. Mr. Sido was
appointed portfolio manager of the Capital Growth Series in June 2006. Mr. Sido
joined HIM in 1994 and has served as portfolio manager for equity accounts,
including mutual funds, since that time. He has a total of more than 20 years of
portfolio management and investment research experience.
Mark Wimer, CFA, Principal and Portfolio Manager. Mr. Wimer was
appointed portfolio manager of the Capital Growth Series in June 2006. Mr. Wimer
joined HIM in 2006 as an equity portfolio manager. In the five years prior to
his joining HIM, Mr. Wimer was director of Quantitative Research at an
investment management firm and also worked in investment model development,
consulting, sales and marketing and risk analysis for a full service financial
services firm. He has 11 years of total investment management experience.
Listed below are the names of officers and directors of HIM. None are
directors or officers of the Fund.
7
Name Position Position
---- with Subadvisor with Fund
--------------- ---------
William O. Leszinske Director, President, None
Chief Investment Officer
Donald G. M. Coxe Director, Chairman None
Randall J. Johnson Treasurer, Chief Financial None
Officer
Brian W. Meikel Chief Compliance Officer None
Timothy R. Kane Secretary None
William A. Downe Director None
Barry M. Cooper Director None
Gilles G. Ouellette Director None
Atul Tiwari Director None
HIM, the investment subadvisor, seeks growth through disciplined,
diversified investment in stocks of high-quality companies that the subadvisor
believes have the ability to increase their profits year after year at a much
faster rate than the average company. The subadvisor manages the series'
portfolio from a top-down sector focus based upon market and economic
conditions. Securities are then analyzed using a bottom-up approach. The
subadvisor focuses on companies that it believes have consistent, substantial
earnings growth, strong management with a commitment to shareholders, financial
strength and a favorable long-term outlook.
HIM acts as an investment advisor to other institutional investors
having similar stock objectives as Capital Growth Series. The investment
objective for Capital Growth Series is intermediate and long-term capital
appreciation, with income as a secondary consideration.
The following table identifies and states the size of such other mutual
fund series and the rates of HIM's compensation. HIM has not agreed to waive,
reduce, or otherwise agreed to reduce its compensation under applicable
contracts.
8
Unaffiliated funds having similar investment objectives as Capital
Growth Series:
Name of Fund Size of Fund Rates
------------ ------------ -----
(as of June 23, 2006)
BMO U.S. Growth Fund $86 million 0.35% 1st $10 million
0.25% thereafter
BMO Asset Allocation/Growth $43 million 0.25%
PIC is a wholly owned subsidiary of Phoenix Equity Planning Corporation
("PEPCO"), which serves as financial agent to the Fund. For the fiscal year
end December 31, 2005, the Fund paid PEPCO $2,157,999 for its services. PEPCO
is located at One American Row, Hartford, Connecticut 06103. PEPCO, in turn, is
a wholly owned subsidiary of Phoenix Investment Partners, Ltd. ("PXP"). PXP is
located at 56 Prospect Street, Hartford, Connecticut 06115. PXP is a wholly
owned subsidiary of Phoenix Investment Management Company ("PIMC"). PIMC is
located at One American Row, Hartford, Connecticut 06102, which in turn is
wholly owned by PNX. PNX is located at One American Row, Hartford, Connecticut
06102. The Fund does not have an underwriter.
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 the Old Subadvisory Agreement between PIC and EAM, and approve
the New Subadvisory Agreement between PIC and HIM for Capital Growth Series
without a shareholder meeting. The Capital Growth Series does not anticipate
holding a meeting of shareholders in 2006. 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
9
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
September 27, 2006
10
Exhibit A
THE PHOENIX EDGE SERIES FUND
SUBADVISORY AGREEMENT
June 23, 2006
Harris Investment Management, Inc.
190 South LaSalle Street
Chicago, IL 60690
RE: SUBADVISORY AGREEMENT
Ladies and Gentlemen:
The Phoenix Edge Series Fund (the "Trust") is a diversified open-end investment
company of the series type registered under the Investment Company Act of 1940
(the "Act"), and is subject to the rules and regulations promulgated thereunder.
The shares of the Trust are offered or may be offered in several series
(collectively, sometimes hereafter referred to as the "Series").
Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series
subadvisers 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 Harris Investment Management, Inc. (the "Subadviser") as a
discretionary series subadviser to invest and reinvest the assets of
each of the Series set forth on Schedule F attached hereto (the
"Designated Series") on the terms and conditions set forth herein. The
services of the Subadviser hereunder are not to be deemed exclusive by
reason of this Agreement (and without prejudice to any applicable
restrictions set forth in any other written agreement between the
Subadviser or any of its affiliates, on the one hand, and the Adviser
or any of its affiliates, on the other hand); the Subadviser may
(subject to the terms of any such other written agreements) render
services to others and engage in other activities that do not conflict
in any material manner with the Subadviser's performance hereunder.
2. Acceptance of Employment; Standard of Performance. The Subadviser
accepts its employment as a discretionary series subadviser of each of
the Designated Series and agrees to use its best professional judgment
to make investment decisions for each such Designated Series in
accordance with the provisions of this Agreement and as set forth in
Schedule D attached hereto and made a part hereof.
3. Services of Subadviser. In providing management services to each of the
Designated Series, the Subadviser shall be subject to the investment
objectives, policies and restrictions of the Trust as they apply to
such Designated Series and as set forth in the Trust'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 Trust's Registration
Statement, as may be
A-1
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 Trust
(the "Trustees"), and to instructions from the Adviser. The Subadviser
shall not, without the Trust's prior written approval, effect any
transactions that would cause any Designated Series at the time of the
transaction to be out of compliance with any of such restrictions or
policies applicable to such Designated Series.
4. Transaction Procedures. All series transactions for the Designated
Series shall be consummated by payment to, or delivery by, the
custodian(s) from time to time designated by the Trust (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 Trust 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 Trust
shall issue to the Custodian such instructions as may be appropriate in
connection with the settlement of any transaction initiated by the
Subadviser. The Trust shall be responsible for all custodial
arrangements and the payment of all custodial charges and fees, and,
upon giving proper instructions to the Custodian, 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 Portfolio Transactions. The Subadviser shall have
authority and discretion to select brokers and dealers to execute
Designated Series transactions initiated by the Subadviser, and to
select the markets in which the transactions will be executed.
A. In placing orders for the sale and purchase of the Designated
Series' securities for the Trust, 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 Trust, 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 Trust, as to which the Subadviser exercises
investment discretion, notwithstanding that the Trust may not
be the direct or exclusive beneficiary of any such services or
that another broker may be willing to charge the Trust a lower
commission on the particular transaction.
A-2
B. The Subadviser may manage other portfolios and expects that
the Trust and other portfolios the Subadviser 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 Designated Series with orders on
behalf of other portfolios the Subadviser manages in
accordance with the policies with respect to the execution of
portfolio transactions as set forth in the Fund's then current
Prospectus and Statement of Additional Information, as amended
from time to time, and under the Act. Securities purchased or
proceeds of securities sold through aggregated orders shall be
allocated to the account of each portfolio managed by the
Subadviser that bought or sold such securities at the average
execution price. If less than the total of the aggregated
orders is executed, purchased securities or proceeds shall
generally be allocated pro rata among the participating
portfolios in proportion to their planned participation in the
aggregated orders.
C. The Subadviser shall not execute any transactions for the
Designated Series with a broker or dealer that is an
"affiliated person" (as defined in the Act) of the Trust, the
Subadviser or the Adviser unless such execution is in
compliance with the procedures and standards adopted by the
Board of Trustees, as set forth in the Fund's then current
Prospectus and Statement of Additional Information, as amended
from time to time, and under the Act. The Trust shall provide
the Subadviser with a list of brokers and dealers that are
"affiliated persons" of the Trust or the Adviser and will
notify the Subadviser as promptly as practicable when such
list changes.
D. The Subadviser 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
subject to the oversight of the Adviser and/or the Trustees.
6. Proxies.
-------
A. 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
Designated Series. Unless the Adviser or the Trust gives the
Subadviser written instructions to the contrary, the
Subadviser or an agent designated by the Subadviser will, in
compliance with the proxy voting procedures of the Designated
Series then in effect, vote or abstain from voting, all
proxies solicited by or with respect to the issuers of
securities in which assets of the Designated Series may be
invested. The Adviser shall cause the Custodian to forward
promptly to the Subadviser all proxies upon receipt, so as to
afford the Subadviser a reasonable amount of time in which to
determine how to vote such proxies. The Subadviser agrees to
provide the Adviser in a timely manner with a record of votes
cast containing all of the voting information required by Form
N-PX in an electronic format to enable the Trust to file Form
N-PX as required by Rule 30b1-4 under the Act.
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B. The Subadviser is authorized to deal with reorganizations and
exchange offers with respect to securities held in the Series
in such manner as the Subadviser deems advisable, unless the
Trust or the Adviser otherwise specifically directs in
writing.
7. Prohibited Conduct. In providing the services described in this
Agreement, the Subadviser's responsibility regarding investment advice
hereunder is limited to the Designated Series, and the Subadviser will
not consult with any other investment advisory firm that provides
investment advisory services to the Trust or any other investment
company sponsored by Phoenix Investment Partners, Ltd. regarding
transactions for the Trust in securities or other assets. The Trust
shall provide the Subadviser with a list of investment companies
sponsored by Phoenix Investment Partners, Ltd. and the Subadviser shall
be in breach of the foregoing provision only if the investment company
is included in such a list provided to the Subadviser prior to such
prohibited action. In addition, the Subadviser shall not, without the
prior written consent of the Trust 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 Trust and the Adviser informed
of developments relating to its duties as Subadviser of which
the Subadviser has, or should have, knowledge that would
materially affect the Designated Series. In this regard, the
Subadviser shall provide the Trust, the Adviser and their
respective officers with such reports concerning the
obligations the Subadviser has assumed under this Agreement as
the Trust and the Adviser may from time to time reasonably
request. In addition, prior to each regular meeting of the
Trustees, the Subadviser shall provide the Adviser and the
Trustees with reports regarding the Subadviser's management of
the Designated Series managed by the Subadviser during the
most recently completed quarter which reports: (i) shall
include, to the extent possible, Subadviser's representation
that its performance of its investment management duties
hereunder is in compliance with the Trust's investment
objectives and practices, the Act and applicable rules and
regulations under the Act, and the diversification
requirements of Subchapter M and Section 817(h) of the
Internal Revenue Code of 1986, as amended, and (ii) otherwise
shall be in such form as may be mutually agreed upon by the
Subadviser and the Adviser.
B. Each of the Adviser and the Subadviser shall provide the other
party with a list, to the best of the Adviser's or the
Subadviser's respective knowledge, of each affiliated person,
as defined under Section 2(a)(3) of the Act, 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.
A-4
C. The Subadviser shall also provide the Adviser with any
information reasonably requested by the Adviser regarding its
management of the Designated Series required for any
shareholder report, amended registration statement, or
Prospectus supplement to be filed by the Trust 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 Trust and the Adviser (the "Advisory
Agreement"), the Adviser is solely responsible for the payment of fees
to the Subadviser.
10. Limitation of Liability. The Subadviser shall not by reason of this
Agreement (and without prejudice to any liabilities the Subadviser may
have pursuant to any other written agreement between the Subadviser or
any of its affiliates, on the one hand, and the Adviser or any of its
affiliates, on the other hand) be liable for any action taken, omitted
or suffered to be taken by it in its best professional judgment, in
good faith and believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement, or in
accordance with specific directions or instructions from the Trust,
provided, however, that such acts or omissions shall not have
constituted a material breach of the investment objectives, policies
and restrictions or laws or regulations applicable to any of the
Designated Series as defined in the Prospectus and Statement of
Additional Information or under the Act or other applicable laws or
regulations, as applicable, and that such acts or omissions shall not
have resulted from the Subadviser's willful misfeasance, bad faith or
gross negligence, or reckless disregard of its obligations and duties
hereunder.
11. Confidentiality. Subject to the duty of the Subadviser and the Trust to
comply with applicable law (but without prejudice to any applicable
restrictions set forth in any other written agreement between the
Subadviser or any of its affiliates, on the one hand, and the Adviser
or any of its affiliates, on the other hand), including any demand of
any regulatory or taxing authority having jurisdiction, the Subadviser
shall treat as confidential all information pertaining to the
Designated Series and the actions of the Subadviser and the Trust in
respect thereof. 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 Designated Series
of the Trust, and that the Subadviser shall use that information solely
in the performance of its duties and obligations under this Agreement
and shall take reasonable steps to safeguard the confidentiality of
that information. Further, the Subadviser 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.
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 Trust 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 Trust to consider whether an
assignment as
A-5
defined in Section 2(a)(4) of the Act will occur, and to take the steps
necessary to enter into a new subadvisory agreement. The Subadviser
will be liable to the Fund and the Adviser for all administrative costs
resulting from a change of control of the Subadviser, including without
limitation all costs associated with any proxy solicitations, Board
meetings and revisions to the Prospectus or marketing materials. The
understandings and obligations set forth in this Section shall survive
the termination of this Agreement and shall be binding upon the
Subadviser and its successors.
13. Representations, Warranties and Agreements of the Subadviser. The
Subadviser represents, warrants and agrees (without prejudice to any
applicable requirements set forth in any other written agreement
between the Subadviser or any of its affiliates, on the one hand, and
the Adviser or any of its affiliates, on the other hand) that:
A. It is registered as an "Investment Adviser" under the
Investment Advisers Act of 1940, as amended ("Advisers Act").
B. It will maintain, keep current and preserve on behalf of the
Trust, 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
Trust, and shall be surrendered to the Trust or to the Adviser
as agent of the Trust promptly upon request of either. The
Trust 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 Trust 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 under Rule 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 Trust. Each calendar
quarter while this Agreement is in effect, a duly authorized
compliance officer of the Subadviser shall certify to the
Trust 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 material violation
of its Code of Ethics, or of Rule 17j-1(b), or that any
persons covered under its Code of Ethics has divulged or acted
upon any material, non-public information, as such term is
defined under relevant federal securities laws, and if such a
violation has occurred that appropriate action was taken in
response to such violation. Annually, the Subadviser shall
furnish to the Trust and the Adviser a written report which
complies with the requirements of Rule 17j-1 concerning the
Subadviser's Code of Ethics to the Trust and the Adviser. The
Subadviser shall permit the Trust 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.
A-6
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 Trust could affect the Trust, by the Trust,
of federal securities laws, as defined in Rule 38a-1 under the
Act, and that the Subadviser has provided the Trust with true
and complete copies of its policies and procedures (or
summaries thereof) and related information reasonably
requested by the Trust. The Subadviser agrees to cooperate
with periodic reviews by the Trust's compliance personnel of
the Subadviser's policies and procedures, their operation and
implementation and other compliance matters and to provide to
the Trust 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 Trust's compliance
personnel may reasonably request. The Subadviser agrees to
promptly notify the Adviser of any compliance violations which
affect the Designated Series.
E. Reference is hereby made to the Declaration of Trust dated
February 18, 1986, as subsequently amended, establishing the
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 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 filed. The name "The Phoenix Edge Series
Fund" refers to the Trustees under said Declaration of Trust,
as Trustees and not personally, and no Trustee, shareholder,
officer, agent or employee of the Trust shall be held to any
personal liability in connection with the affairs of the
Trust; only the trust estate under said Declaration of Trust
is liable. Without limiting the generality of the foregoing,
neither the 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 Trust or of any successor of
the Trust, whether such liability now exists or is hereafter
incurred for claims against the trust estate.
F. It will use all necessary efforts to manage the Designated
Series so that it will satisfy the diversification
requirements of Section 817(h) of the Internal Revenue Code of
1986, as amended.
A-7
14. Entire Agreement; Amendment. This Agreement, together with the
Schedules attached hereto, constitutes the entire agreement of the
parties with respect to the subject matter hereof and supersedes any
prior written or oral agreements pertaining to the subject matter of
this Agreement. This Agreement may be amended at any time, but only by
written agreement among the Subadviser, the Adviser and the Trust,
which amendment, other than amendments to Schedules A, B, D, E and F,
is subject to the approval of the Trustees and the shareholders of the
Designated Series 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, 2007. 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 as to the entire Trust or
any individual Designated Series by any of the Adviser, the Subadviser
or the Trust without penalty hereunder, immediately upon written notice
to the other parties in the event of a material breach of any provision
thereof by a party so notified, or otherwise upon sixty (60) days'
written notice to the other parties, but any such termination shall not
affect the obligations or liabilities of any party hereto to the other
parties with respect to events occurring prior to such termination. In
the event that this Agreement is terminated pursuant to the immediately
preceding sentence with respect to some but not all of the Designated
Series, this Agreement shall remain in full force and effect in
accordance with its terms with respect to each of the remaining
Designated Series with respect to which it has not been terminated.
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 Commonwealth of Massachusetts.
18. Severability. If any term or condition of this Agreement shall be
invalid or unenforceable to any extent or in any application, then the
remainder of this Agreement shall not be affected thereby, and each and
every term and condition of this Agreement shall be valid and enforced
to the fullest extent permitted by law.
19. Notices. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered
personally or by overnight delivery service or mailed by certified or
registered mail, return receipt requested and postage prepaid, or sent
by facsimile addressed to the parties at their respective addresses set
forth below, or at such other address as shall be designated by any
party in a written notice to the other party.
A-8
(a) To Phoenix or the Trust 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 Harris Investment Management, Inc. at:
Harris Investment Management, Inc.
190 South LaSalle Street
Chicago, IL 60690
Attn: William O. Leszinske
Telephone: (312) 461-7720
Facsimile: (312) 461-7096
Email: william.leszinske@harrisbank.com
Attn: Martin J. McHale
Telephone: (312) 461-6639
Facsimile: (312) 461-7096
Email: martin.mchale@harrisbank.com
20. Certifications. The Subadviser hereby warrants and represents that it
will provide, to the extent compliant with all applicable laws, the
requisite certifications reasonably requested by the chief executive
officer and chief financial officer of the Trust necessary for those
named officers to fulfill their reporting and certification obligations
on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of
2002 to the extent that such reporting and certifications relate to the
Subadviser's duties and responsibilities under this Agreement.
Subadviser shall provide a quarterly certification in a form
substantially similar to that attached as Schedule E.
21. Indemnification.
---------------
(a) The Adviser agrees to indemnify and hold harmless the
Subadviser, its officers and directors, and any person who "controls"
the Subadviser, 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 and costs) suffered by Subadviser arising from, or
connected with, (i) the Adviser's breach of any provision of this
Agreement, (ii) willful misfeasance, bad faith, reckless disregard or
gross negligence on the part of the Adviser or any of its officers,
directors or employees in or relating to the performance of the
Adviser's duties and obligations under this Agreement, (iii) the
operation of the Designated Series or the Fund, or the distribution of
shares of the Designated Series or the Fund, (iv) the performance,
non-performance or omission of any third-party service provider to the
Designated Series or (v) any untrue statement or alleged untrue
statement of a material fact contained in the
A-9
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 Subadviser or any affiliated person of the Subadviser,
expressly for use in the Fund's registration statement or other than
upon verbal information confirmed by the Subadviser in writing
expressly for use in the Fund's registration statement. The Adviser
acknowledges and agrees that the Subadviser makes no representation or
warranty, express or implied, that any level of performance or
investment results will be achieved by the Designated Series or that
the Designated Series will perform comparably with any standard or
index, including other clients of the Subadviser, whether public or
private.
In no case shall the Adviser's indemnity in favor of the Subadviser or
any affiliated person or controlling person of the Subadviser, 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.
(b) The Subadviser agrees to indemnify and hold harmless the
Adviser, its officers and directors, and any person who "controls" the
Adviser, 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 and costs) suffered by Adviser
arising from or connected with (i) the Subadviser's breach of its
duties under this Agreement, (ii) willful misfeasance, bad faith,
reckless disregard or gross negligence on the part of the Subadviser or
any of its officers, directors or employees in the performance of the
Subadviser'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 Subadviser or any affiliated
person of the Subadviser to the Adviser, the Fund or any affiliated
person of the Adviser or the Fund expressly for use in the Fund's
registration statement, or upon verbal information confirmed by the
Subadviser 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 Subadviser to execute, or cause to be executed, portfolio
transactions according to the standards and requirements of the
Securities Exchange Act of 1934, the 1940 Act and the Advisers Act.
In no case shall the Subadviser's indemnity in favor of the Adviser or
any affiliated person or controlling person of the Adviser, or any
other provision of this Agreement, be deemed to protect such person
against any liability to which any such person would
A-10
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.
22. Receipt of Disclosure Document. The Trust 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.
23. Counterparts; Fax Signatures. This Agreement may be executed in any
number of counterparts (including executed counterparts delivered and
exchanged by facsimile transmission) with the same effect as if all
signing parties had originally signed the same document, and all
counterparts shall be construed together and shall constitute the same
instrument. For all purposes, signatures delivered and exchanged by
facsimile transmission shall be binding and effective to the same
extent as original signatures.
A-11
THE PHOENIX EDGE SERIES FUND
By: /s/ Gina Collopy O'Connell
------------------------------
Name: Gina Collopy O'Connell
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ John H. Beers
------------------------------
Name: John H. Beers
Title: Vice President and Clerk
ACCEPTED:
HARRIS INVESTMENT MANAGEMENT, INC.
By: /s/ Randall J. Johnson
-----------------------------------
Name: Randall J. Johnson
Title: Senior Partner and Chief Financial Officer
SCHEDULES: A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadviser Functions
E. Form of Sub-Certification
F. Designated Series
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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 Subadviser to State Street and Bank Trust Company
(the "Custodian") and PFPC, Inc., (the "Sub-Accounting Agent") for the Trust.
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 each day the Trust is open for business. (Subadviser will be
responsible for reimbursement to the Trust for any loss caused by the
Subadviser's failure to comply.) It is permissible to send the necessary
information 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 or aggregate principal
amount;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed; and
14. Trade commission reason: best execution, soft dollar or research.
When opening accounts with brokers for, and in the name of, the Trust, the
account must be a cash account. No margin accounts are to be maintained in the
name of the Trust. Delivery instructions are as specified by the Custodian. The
Custodian 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 or, if email is unavailable, by another form of immediate
written communication, so that the Subadviser will know the amount available for
investment purposes.
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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
Trust 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 Trust.
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 Trust by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers
to:
(a) The Trust,
(b) The Adviser,
(c) The Subadviser, and
(d) Any person other than the foregoing.
(iii) Any other consideration other than the technical
qualifications of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
C. Shall describe in detail the application of any general or specific
formula or other determinant used in arriving at such allocation of
purchase and sale orders and such division of brokerage commissions
or other compensation.
D. The name of the person responsible for making the determination of
such allocation and such division of brokerage commissions or other
compensation.
3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the
purchase or sale of series securities. Where a committee or group makes
an authorization, a record shall be kept of the names of its members
who participate in the authorization. There shall be retained as part
of this record: any memorandum, recommendation or instruction
supporting or authorizing the purchase or sale of series securities and
such other information as is appropriate to support the authorization.*
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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 Trust.
5. Records as necessary under Board-approved The Phoenix Edge Series
Fund's valuation policies and procedures.
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* 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.
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SCHEDULE C
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SUBADVISORY FEE
(a) For services provided hereunder, the Adviser will pay to the
Subadviser, on or before the 10th day of each month, a fee with respect to each
Designated Series, payable in arrears, at the annual rate stated in paragraph
(b) below. The fees payable in respect of a Designated Series shall be prorated
for any month during which this Agreement is in effect for only a portion of the
month with respect to such Designated Series. In computing the fee to be paid to
the Subadviser, the net asset value of the Trust and each Designated Series
shall be valued as set forth in the then-current registration statement of the
Trust.
(b) The fee to be paid by the Adviser to the Subadviser with respect to
each Designated Series shall be at the annual sub-advisory fee rate set forth
opposite such Designated Series' name below; provided, however, that, in the
event there is any reduction after the date of the Transaction Agreement in the
annual advisory fee rate payable by a Designated Series to the Adviser pursuant
to the Advisory Agreement, the annual sub-advisory fee rate payable by the
Adviser to the Subadviser with respect to such Designated Series automatically
shall be reduced by 50% of the amount of such reduction in such annual advisory
fee rate (measured in basis points); and provided, further, that, in the event
the net advisory fee retained by the Adviser with respect to a Designated Series
(for the avoidance of doubt, after taking into account any applicable waivers,
reimbursements or other similar offsets or arrangements applicable to such
Designated Series that are required to be paid by the Adviser or its affiliates)
is less than the annual contractual advisory fee payable by a Designated Series
to the Adviser pursuant to the Advisory Agreement, the fee to be paid by the
Adviser to the Subadviser with respect to such Designated Series automatically
shall be reduced by 50% of the amount of such difference between such
contractual advisory fee rate and such net advisory fee actually retained by the
Adviser with respect to such Designated Series (and the Subadviser agrees
promptly upon request to reimburse to the Adviser any over-payments previously
made pursuant to this Agreement to the extent that such amounts ultimately are
reasonably determined by the Adviser to be in excess of the amounts required to
be paid pursuant hereto after taking into account any annual or other periodic
reimbursements or similar payments required to be made by the Adviser or its
affiliates to the Trust or a Designated Series in connection with any such
waivers, reimbursements or other similar offsets or arrangements):
NAME OF DESIGNATED SERIES ANNUAL SUB-ADVISORY FEE RATE
Phoenix Capital Growth Fund 0.30
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SCHEDULE D
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SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the
Designated Series' assets, the Subadviser shall provide, at its own expense:
(a) An investment program for each 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 the Adviser in
paragraph 3 of this Subadvisory Agreement and implementation
of that program;
(b) Periodic reports, on at least a quarterly basis, in form and
substance acceptable to the Adviser, including but not limited
to reports with respect to: i) compliance with the
Subadviser's Code of Ethics; ii) compliance with procedures
adopted from time to time by the Trustees of the Trust
relative to securities eligible for resale under Rule 144A
under the Securities Act of 1933, as amended; iii)
diversification of each Designated Series' assets in
accordance with the then governing laws and prevailing
Prospectus and Statement of Additional Information pertaining
to the Designated Series and governing laws, regulations,
rules and orders; 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 Securities Exchange Act
of 1934; 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, analysis of Designated
Series performance;
(c) Annual or other periodic reports, in form and substance
acceptable to the Adviser, 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 Subadviser as may
be contained in the Prospectus or marketing materials as
amended, supplemented or otherwise updated from time to time;
(iii) compliance with the Subadviser's Code of Ethics pursuant
to Rule 17j-1; and (iv) such compliance certifications as may
be reasonably requested;
(d) Promptly after filing with the SEC an amendment to its Form
ADV, a copy of such amendment to the Adviser and the Trustees;
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(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;
(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; and
(h) Supply the Fund's independent accountants,
PricewaterhouseCoopers LLP, or any successor accountant for
the Fund, any information that it may reasonably request in
connection with the Fund.
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SCHEDULE E
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FORM OF SUB-CERTIFICATION
To:
Re: Form N-CSR and Form N-Q Certification for the [Name of Designated
Series].
From: [Name of Subadviser]
Representations in support of Investment Company Act Rule 30b1-5
certifications of Form N-CSR and Form N-Q.
[Name of Designated 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 or
N-Q, as applicable, for the [Trust].
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 subadviser to the Trust.
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 Trust, contain any untrue statement of a material
fact or omit to state a material fact necessary to make
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the information contained therein, in light of the circumstances under which
such information is resented, not misleading with respect to the period covered
by such draft Reports.
I have disclosed, based on my most recent evaluation, to the Trust'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 with respect to the Trust in a timely fashion;
b. Any fraud, whether or not material, that involves the
Subadviser's management or other procedures for financial
reporting as they relate to our duties as Subadviser to the
Trust.
I certify that to the best of my knowledge:
a. The Subadviser's Portfolio Manager(s) has/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 Trust and the Policies and
Procedures of the Trust as adopted by the Trust's Board of
Trustees to the extent they relate to our duties as Subadviser
to the Trust.
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 Trust
as outlined above.
This certification relates solely to the Trust 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
Trust. The Subadviser's records are based on its own portfolio management
system, a record-keeping system that is not intended to serve as the Trust's
official accounting system. The Subadviser is not responsible for the
preparation of the Reports.
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[Name of Authorized Signature] Date
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SCHEDULE F
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DESIGNATED SERIES
Phoenix Capital Growth Fund
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