SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
PHOENIX-ABERDEEN SERIES FUND
(Name of Registrant as Specified in its Charter)
Thomas N. Steenburg
c/o Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: (Set forth the
amount on which the filing fee is calculated and state how
it was determined.)
4) Proposed maximum aggregate value of transaction:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
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PRELIMINARY COPY
PHOENIX-ABERDEEN SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
Notice of Special Meeting of Shareholders
10:00 a.m. (eastern time), Friday,
August 7, 1998
To the Shareholders:
A Special Meeting of Shareholders of Phoenix-Aberdeen Series Fund (the
"Fund") will be held in the offices of the Fund, 101 Munson Street, Greenfield,
Massachusetts 01301, on Friday, August 7, 1998 at 10:00 a.m. (eastern time) for
the following purposes:
(1) To approve or not approve an investment advisory agreement with
Phoenix-Aberdeen International Advisors, LLC (see Exhibit A);
(2) To approve or not approve a subadvisory agreement with Aberdeen
Fund Managers, Inc. (see Exhibit B);
(3) To approve or not approve a subadvisory agreement with Phoenix
Investment Counsel, Inc. (see Exhibit C);
(4) To consider and act upon such other matters as may properly come
before the meeting or any adjournment thereof.
These proposals are discussed in detail in the attached Proxy Statement.
The Board of Trustees has fixed June 8, 1998 as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
Whether or not you plan to attend the meeting in person, please provide
your instructions by completing, dating and signing the enclosed proxy and
returning it promptly in the postpaid return envelope enclosed for your use.
Prompt return of proxies from shareholders will save the Fund and shareholders
the costs associated with further solicitation. The enclosed proxy is being
solicited by the Board of Trustees of the Fund.
By Order of the Board of Trustees,
G. JEFFREY BOHNE, Secretary
Greenfield, Massachusetts
June 22, 1998
<PAGE>
PHOENIX-ABERDEEN SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301
PROXY STATEMENT
A Special Meeting of Shareholders to be Held on August 7, 1998
The enclosed proxy is solicited by the Board of Trustees of
Phoenix-Aberdeen Series Fund (the "Fund") for use at the Special Meeting of
Shareholders to be held on Friday, August 7, 1998, and at any adjournment
thereof. Shareholders of record at the close of business on June 8, 1998,
("Shareholders") are entitled to notice of and to vote at the Special Meeting
and any adjourned session. On that date there were issued and outstanding
__________ shares, par value $1 per share, of the Fund (the "Shares"). Each
Shareholder will be entitled to one vote for each full Share (and a fractional
vote corresponding to any fractional Share) registered in his or her name on the
Fund's books on the record date and not thereafter repurchased or redeemed by
the Fund.
All Shares will be voted in accordance with the specifications on duly
executed proxies for such Shares. If a duly executed proxy does not specify a
choice between approval or disapproval of, or abstention with respect to any
proposal, the Shares represented by the proxy will be voted in favor of the
proposal. Any Shareholder executing a proxy has the power to revoke it at any
time before it is exercised by executing and submitting to the Fund a
later-dated proxy or written notice of revocation or by attending the meeting
and voting in person.
In addition to the solicitation of proxies by mail, officers and regular
employees of Phoenix Investment Partners, Ltd. or its affiliates and persons
employed for the purpose may solicit proxies personally or by telephone or
telegram. Banks, brokers, fiduciaries and nominees will, upon request, be
reimbursed by the Fund for their reasonable expenses in sending proxy materials
to beneficial owners of Fund shares. The cost of solicitation of proxies will be
borne by Aberdeen Fund Managers, Inc. and its affiliates.
In the event that insufficient votes in favor of any of the items set
forth in the attached Notice of the meeting are received by the time scheduled
for the meeting, the persons named as proxies may propose one or more
adjournments of the meeting for a period or periods of not more than sixty days
in the aggregate to permit further solicitation of proxies with respect to any
such matters. Any such adjournment will require the affirmative vote of a
majority of the votes cast on the question in person or by proxy at the session
of the meeting to be adjourned. The persons named as proxies will vote in favor
of such adjournment those proxies which they are entitled to vote in favor of
such proposals. They will vote against such adjournment those proxies required
to be voted against any such proposal.
The presence in person or by proxy of the holders of a majority of the
outstanding shares of the Fund or any series is required to constitute a quorum
for transacting business at the meeting. If a Shareholder abstains from voting
as to any matter, then the Shares held by such Shareholder shall be deemed
present at the meeting for purposes of determining a quorum and for purposes of
calculating the vote with respect to such matter, but shall not be deemed to
have voted in favor of such matter. If a broker returns a "non-vote" proxy,
indicating a lack of authority to vote on such matter, then the Shares covered
by such non-vote proxy shall be deemed present at the meeting for all purposes
except for the purposes of calculating the vote with respect to such matter.
This Proxy Statement and the enclosed form of proxy are first being
mailed to shareholders on or about June 22, 1998.
A copy of the Fund's most recent annual and semiannual reports will be
furnished, without charge, to any shareholder upon request to Phoenix Equity
Planning Corporation, 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield,
Connecticut 06083-2200. Shareholders may also call Phoenix Equity Planning
Corporation toll-free at (800) 243-4361.
<PAGE>
Shares Owned by Certain Beneficial Owners and Management
The following table sets forth information as of May 29, 1998 with
respect to each person who owns of record or is known by the Fund to won of
record or beneficially own 5% or more of any series or class of the Fund:
<TABLE>
<CAPTION>
Name of Shareholder Name/Class of Series Number of Shares Percent of Class
- ------------------- -------------------- ---------------- ----------------
<S> <C> <C> <C>
</TABLE>
[insert shareholder information]
On May 29, 1998, the Trustees and officers as a group owned beneficially
less than one percent of the Fund's outstanding share.
<PAGE>
PROPOSALS 1, 2 AND 3: TO APPROVE OR NOT APPROVE INVESTMENT
ADVISORY AND SUBADVISORY AGREEMENTS
The Trustees are requesting that Shareholders approve the Investment
Advisory Agreement with Phoenix Aberdeen International Advisors, LLC ("PAIA" or
"Adviser") (Proposal 1), the Subadvisory Agreement among the Fund, PAIA and
Phoenix Investment Counsel, Inc. ("PIC") (Proposal 2), and the Subadvisory
Agreement among the Fund, PAIA and Aberdeen Fund Managers, Inc. ("AFM")
(Proposal 3). The Investment Advisory and Subadvisory Agreements are sometimes
collectively referred to in this Proxy Statement as "Advisory Agreements."
As required by the Investment Company Act of 1940 (the "Act"), each of
the Advisory Agreements calls for its termination in the event of its
assignment. "Assignment" under the Act includes a change of control of the
adviser, and "change of control" presumptively occurs if there is a change in
the ownership of 25% or more of the voting securities of the adviser. As a
result of a transaction described below, an assignment of the Advisory
Agreements has occurred as a matter of law. Shareholders are not being asked to
approve any changes to the Advisory Agreements, but are being asked to reapprove
each of the Advisory Agreements in exactly their form prior to assignment.
Description of the Investment Advisers and the Advisory Agreements
The investment adviser to the Fund is Phoenix-Aberdeen International
Advisors, LLC ("PAIA"), One American Row, Hartford, CT 06102-5056. PAIA is
jointly owned by PM Holdings, Inc., a wholly-owned subsidiary of Phoenix Home
Life Mutual Insurance Company ("Phoenix Home Life), and AFM., a wholly-owned
subsidiary of Aberdeen Asset Management plc. The principal office of Phoenix
Home Life is located at One American Row, Hartford, Connecticut 06102-5056. The
principal office of Aberdeen Asset Management plc is located at 10 Queen's
Terrace, Aberdeen, Scotland AB10 1QG.
The Investment Advisory Agreement with PAIA. PAIA acts under an
Investment Advisory Agreement dated September 4, 1996. Under the Investment
Advisory Agreement, PAIA is entitled to a fee, payable monthly, based on an
annual percentage rate of 0.85% of the aggregate daily net asset values of each
series. The amounts payable to PAIA with respect to each series are calculated
upon the average of the values of the net assets of such series at the close of
business each day.
Under the Investment Advisory Agreement, PAIA has agreed to reimburse the
Fund for the amount, if any, by which the total operating and management
expenses of any series (including the investment adviser's compensation, but
excluding interest, taxes, brokerage fees and commissions, and extraordinary
expenses) for any fiscal year exceed the level of expenses which such series is
permitted to bear under the most restrictive expense limitation imposed (and not
waived) on open-end investment companies by any state in which shares of such
series are then qualified for sale. Additionally, PAIA has agreed for the
current fiscal year to reimburse each series the amount, if any, by which the
operating expenses other than investment advisory fees exceeds 1.00% of the
average net assets of the such series.
The Investment Advisory Agreement provides that the PAIA shall furnish
continuously an investment program for the Fund and shall manage the investment
and reinvestment of the assets of the Fund subject at all times to the
supervision of the Trustees. The Adviser, at its expense, also furnishes to the
Fund, personnel necessary to perform the functions required to manage the
investment and reinvestment of the Fund's assets (including those required for
research, statistical and investment work). All costs and expenses (other than
those specifically referred to as being borne by the Adviser) incurred in the
operation of the Fund are borne by the Fund. Such expenses include, but are not
limited to, all expenses incurred in the any offering of its shares, interest,
taxes, brokerage fees and commissions, fees of Trustees who are not full-time
employees of PAIA or any of its affiliates, expenses of Trustees' and
shareholders' meetings, including the cost of printing and mailing proxies,
expenses of insurance premiums for fidelity and other coverage, expenses of
repurchase and redemption of shares, association membership dues, charges of
custodians, transfer agents, dividend disbursing agents and financial agents,
bookkeeping, auditing and legal expenses. The Fund will also pay the fees and
bear the expense of registering and
<PAGE>
maintaining the registration of the Fund and its shares with the Securities and
Exchange Commission and registering or qualifying its shares under state or
other securities laws and the expense of preparing and mailing prospectuses and
reports to existing shareholders. Additionally, if authorized by the Trustees,
the Fund will pay for extraordinary expenses and expenses of a non-recurring
nature which may include, but not be limited to, the reasonable and
proportionate cost of any reorganization or acquisition of assets and the cost
of legal proceedings to which the Fund is a party.
For services as investment adviser during the fiscal year ended July
31, 1997, PAIA received fees of $345,915. For the same period, the Fund was
reimbursed on a cost basis for expenses of $352,109 by PAIA.
The Subadvisory Agreements. PAIA and the Fund have entered into a
Subadvisory Agreement with AFM under which AFM implements certain portfolio
transactions and provides research and other services to the Fund. PAIA pays a
monthly subadvisory fee to AFM equivalent to .40% of the average aggregate daily
net asset value of the Aberdeen New Asia Fund and .40% of the average aggregate
daily net asset value of the Aberdeen Global Small Cap Fund allocated from time
to time by PAIA. PAIA and the Fund also have entered into a Subadvisory
Agreement with PIC under which PIC provides research, cash management and
certain other domestic advisory and other services to the Fund. For providing
cash management and other services to each series, PAIA pays a monthly
subadvisory fee to PIC of .15% of the average aggregate daily net asset value of
each series. For providing advisory services with respect to the Fund's assets
allocated from time to time by PAIA, PAIA pays a monthly subadvisory fee to PIC
of .40% of the average aggregate daily net asset value of each series so
allocated. AFM and PIC are sometimes referred to in this proxy statement as the
"Subadvisers."
The Advisory Agreements provide that PAIA, AFM and PIC shall not be
liable to the Fund or to any shareholder of the Fund for any error of judgment
or mistake of law or for any loss suffered by the Fund or by any shareholder of
the Fund in connection with the matters to which the Advisory Agreements relate,
except a loss resulting from willful misfeasance, bad faith, gross negligence or
reckless disregard on the part of the Adviser or Subadvisers in the performance
of its duties thereunder.
Each Advisory Agreement continues in force from year to year for all
series provided that, with respect to each series, the Advisory Agreement is
approved initially by a vote of a majority of the outstanding voting securities
of each series and thereafter at least annually by the Trustees or by vote of a
majority of the outstanding voting securities of that series. In addition, and
in either event, the terms of the Advisory Agreement and any renewal thereof
must be approved by the vote of a majority of Trustees who are not parties to
the Advisory Agreement or "interested persons" (as that term is defined in the
Act) (the "Disinterested Trustees") of any such party cast in person at a
meeting called for the purpose of voting on such approval. The Advisory
Agreements each will terminate automatically upon its assignment (within the
meaning of the Act) and may be terminated at any time, without payment of any
penalty, either by the Trustees, or, as to each series, by a vote of a majority
of the outstanding voting securities of such series or by the Adviser upon sixty
(60) days' written notice to the Fund.
The Advisory Agreements have been approved by the Trustees, including a
majority of the Disinterested Trustees. The sole initial shareholder of the Fund
approved the Advisory Agreements on September 3, 1996.
PAIA, PIC and AFM are presently providing investment advisory services
without a written agreement since the Investment Company Act of 1940 allows
continuance of written agreements under certain conditions following a change of
control only for 120 days. Notwithstanding the absence of such written
agreements, investment advisory and subadvisory services are being provided
generally according to the terms of the Advisory Agreements as described above.
Description of Change of Control
PAIA is a limited liability company jointly owned and managed by P.M.
Holdings, a wholly-owned subsidiary of Phoenix Home Life, and AFM, a
wholly-owned subsidiary of Aberdeen Asset Management plc ("Aberdeen"). Aberdeen
is a publicly owned company organized and operating in the United Kingdom and is
the
<PAGE>
parent company of a fund management group which manages assets for a range
of institutions, investment trusts, unit trusts, offshore funds and private
clients. At the time of original approval of the Advisory Agreements, Phoenix
Home Life owned approximately 32% of the outstanding shares of Aberdeen.
On September 8, 1997, Aberdeen acquired Prolific Financial Management
plc, the investment management subsidiary of The Scottish Provident Institution,
an Edinburgh-based life assurer. The combination of the two businesses
significantly increased Aberdeen's assets under management and provided
management opportunities for a more diverse range of investment products. In
exchange for the shares of Prolific, Aberdeen issued to Scottish Provident
58,414,994 new ordinary shares of Aberdeen. As a result, Scottish Provident
increased its ownership from approximately 1.7% to 41% of Aberdeen's outstanding
shares; Phoenix Home Life now owns approximately 11%. These changes in ownership
of Aberdeen's outstanding shares constitute a change of control under the Act.
Trustees' Evaluation of the Advisory Agreements, Change of Control Issue and
Recommendations
At a meeting of the Fund's Executive Committee held on November 18,
1997, a representative of Aberdeen made a presentation to the Committee
concerning the share transactions between Aberdeen and Scottish Provident. Based
upon this presentation and a review of materials provided to the Committee
describing the particulars of the transactions, as well as assurances from an
Aberdeen representative that the transactions would not amend the Advisory
Agreements in any way nor would they have an effect on day-to-day operations of
PAIA and AFM, the Executive Committee voted to recommend that the Fund's Board
of Trustees approve the change of control of Aberdeen and AFM and that such
Board recommend approval to Shareholders of the Fund. At its meeting held on
November 19, 1997, the Board of Trustees considered the recommendation of the
Executive Committee. The Trustees, including a majority of Disinterested
Trustees, voted to approve the Advisory Agreements and to submit the Advisory
Agreements for shareholder approval with their recommendation that the Advisory
Agreements be approved.
In originally approving each Advisory Agreement, and in considering
renewal upon and after the change of control, the Trustees, including the
Disinterested Trustees, requested and evaluated information provided by the
Adviser which, in their opinion, constituted all the information reasonably
necessary for the Trustees to form a judgment as to whether each Advisory
Agreement would be in the best interests of the Fund and its Shareholders. The
Trustees took into account all factors they deemed relevant, including, but not
limited to: (i) the advisory fees and other expenses that would be paid under
the Advisory Agreements as compared to those of similar mutual funds managed by
other investment advisers; (ii) the nature, quality and extent of the portfolio
management and non-advisory services to be furnished by the Adviser and
Subadvisers; (iii) the nature of the Adviser's and Subadviser's research
capability and the related benefits to the Fund; (iv) the relationship of the
advisory fee structure under the Advisory Agreements to the fee structures of
comparable mutual funds; and (v) the cost and complexity of providing portfolio
management services. With respect to the services to be provided on behalf of
the Fund, the Trustees determined that the compensation to be paid to the
Adviser and Subadvisers under the Advisory Agreements was fair and reasonable,
and the Advisory Agreements would allow the Adviser and Subadvisers to receive
fees for their respective services that were competitive with fees paid by other
mutual funds to other investment advisers.
Management of the Investment Adviser
The directors of PAIA are Radhika Ajmera, Kathleen Bloomquist, Nathaniel
Brinn, Christopher Fishwick, Martin J. Gavin, Martin J. Gilbert, Michael E.
Haylon, Beverley Hendry, David R. Pepin, Simon Y. Tan, Thomas Van Oss and Hugh
Young. Messrs. Gilbert and Pepin are Managing Directors of PAIA. The address of
Mr. Haylon is 56 Prospect Street, Hartford, Connecticut 06115-0480. Mr. Haylon's
principal occupation is that of an executive officer of Phoenix Investment
Partners, Ltd. The address of Ms. Bloomquist and Messrs. Brinn, Gavin, Pepin and
Tan is One American Row, Hartford, Connecticut 06102-5056. The principal
occupation of each of these individuals is that of an officer of Phoenix Home
Life. The address of Messrs. Ajmera, Fishwick and Van Oss is 10 Queen's Terrace,
Aberdeen, Scotland. The principal occupation of each of these individuals is
that of an officer of Aberdeen Asset Managers, Ltd. The address of Messrs.
Gilbert and Hendry is 10 Queen's Terrace, Aberdeen, Scotland. The principal
occupation of each of these individuals is that of executive officer of Aberdeen
Asset
<PAGE>
Management plc. The address of Mr. Young is 88A Circular Road, Singapore
049439. Mr. Young's principal occupation is that of an investment officer of
Aberdeen Asset Management Asia Limited.
Mr. Haylon, Executive Vice President of the Fund, is a director of PAIA.
Mr. Young, Senior Vice President of the Fund, is a director of PAIA.
Portfolio Transactions and Brokerage
In effecting portfolio transactions, the Adviser and Subadvisers adheres
to the Fund's policy of seeking best execution and price, determined as
described below, except to the extent it is permitted to pay higher brokerage
commissions for "brokerage and research services" as defined below. The Adviser
and Subadvisers may cause the Fund to pay a broker or dealer an amount of
commission for effecting securities transactions in excess of the amount of
commission which another broker or dealer would have charged for effecting that
transaction if the Adviser or Subadviser determines in good faith that such
amount of commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer or that any offset of direct
expenses yields the best net price. As provided in Section 28(e) of the
Securities Exchange Act of 1934, "brokerage and research services" include
advice as to the value of securities, the advisability of investing in,
purchasing or selling securities, the availability of securities or purchasers
or sellers of securities, furnishing analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy and the
performance of accounts; and effecting securities transactions and performing
functions incidental thereto (such as clearance and settlement). Brokerage and
research services provided by brokers to the Fund or the Adviser and Subadvisers
are considered to be in addition to and not in lieu of services required to be
performed by the Adviser and Subadvisers under their respective contracts with
the Fund and may benefit both other series of the Fund and other clients of the
Adviser and Subadvisers. Conversely, brokerage and research services provided by
brokers to other clients of the Adviser and Subadvisers may benefit the Fund.
Where transactions are made in the over-the-counter market, the Adviser and
Subadvisers will cause the Fund to deal with the primary market makers, unless
more favorable prices are otherwise obtainable.
The Fund paid no commissions to any Affiliated Broker for portfolio
transactions during its most recent fiscal year.
Additional Information About the Adviser and Certain Other Service Providers
In addition to the Fund, PAIA serves as investment adviser to the
Aberdeen Series of The Phoenix Edge Series Fund (the "Aberdeen Series"). The
size of the Aberdeen Series as of April 30, 1998 and the annual rate of
compensation is set forth in the table below. The compensation rate listed is
applied to the aggregate daily net asset value of the Aberdeen Series.
<TABLE>
<CAPTION>
Name of Fund Size of Fund Rate of Compensation
------------ ------------ --------------------
<S> <C> <C>
Aberdeen Series $ 0.85%
</TABLE>
Phoenix Equity Planning Corporation ("PEPCO"), an affiliate of the
Adviser, serves as national distributor of the Fund's shares pursuant to
distribution plans adopted by the Fund's Trustees and shareholders. Under the
distribution plans, the Fund pays PEPCO .25% annually of the average aggregate
daily net asset value of each class of each series of the Fund for providing
shareholder services and will reimburse PEPCO up to .75% of the average
aggregate daily net asset value of the Fund's Class B shares. For the fiscal
year ended July 31, 1997, the Fund paid PEPCO $211,254 for its services as
national distributor. PEPCO's address is 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, CT 06083-2200.
PEPCO also serves as financial agent of the Fund, and as such, is
responsible for the bookkeeping and pricing functions and certain other
functions for the Fund. For its services as financial agent, PEPCO receives a
fee equal to the sum of (a) the documented cost of fund accounting and related
services provided by its subagent, plus (2) the
<PAGE>
documented cost to PEPCO to provide financial reporting and tax services, and
oversight of subagent's performance. The Fund paid PEPCO $97,866 for its
services as financial agent during the fiscal year ended July 31, 1997.
PEPCO also serves as transfer agent for the Fund for which it is paid
$14.95 for each designated shareholder account. For the fiscal year ended July
31, 1997, the Fund paid PEPCO $112,542 for its services as transfer agent.
Phoenix Investment Partners, Ltd. ("PXP"), an affiliate of the Adviser,
serves as administrator for the Fund, and as such facilitates and provides
administrative services for the Fund. For its services as administrator, PXP
receives a fee based on an annual rate of .15% of the average aggregate daily
net assets of the Fund. For the fiscal year ended July 31, 1997, the Fund paid
PXP $61,044 for its services as administrator. PXP's address is 56 Prospect
Street, Hartford, CT 06115-0480.
Voting Requirements
The Trustees recommend that the shareholders approve the Advisory
Agreements. Approval of the Advisory Agreements is to be determined by the vote
of a majority of the outstanding shares of the Aberdeen Series. A majority is
constituted by the lessor of: (a) 67% or more of the voting securities present
at such meeting, if the holders of more than 50% of the outstanding voting
securities of such Series are present or represented by proxy; or (b) more than
50% of the outstanding voting securities of such Series.
THE TRUSTEES RECOMMEND A VOTE "FOR"
THE APPROVAL OF THE ADVISORY AGREEMENTS
PROPOSAL 4
MISCELLANEOUS
As of the date of this Proxy Statement, the Fund's management knows of no
other matters to be brought before this meeting. However, if other matters
properly come before this meeting, the persons named in the enclosed proxy will
vote in accordance with their judgment on such matters.
PROPOSALS FOR NEXT MEETING OF SHAREHOLDERS
The Fund is not required and does not intend to hold annual meetings of
shareholders. The next meeting of shareholders will be held at such time as may
be determined by the Trustees or legally required. Any shareholder desiring to
present a proposal for consideration at the next meeting of shareholders must
submit the proposal in writing so that it is received by the Fund within a
reasonable time before the solicitation for such meeting is made and must
satisfy all other legal requirements.
By Order of the Board of Trustees,
G. JEFFREY BOHNE, Secretary
Greenfield, Massachusetts
June 22, 1998
<PAGE>
Exhibit A
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT made effective as of the 4th day of September, 1996 by and
between Phoenix-Aberdeen Series Fund, a Massachusetts business trust having a
place of business located at 101 Munson Street, Greenfield, Massachusetts (the
"Trust") and Phoenix-Aberdeen International Advisors, LLC, a Delaware limited
liability company having a place of business located at 56 Prospect Street,
Hartford, Connecticut (the "Adviser").
WITNESSETH THAT:
1. The Trust hereby appoints the Adviser to act as investment adviser to
the Trust on behalf of the following two series of the Trust established and
designated by the Trustees on or before the date hereof, namely (i)
Phoenix-Aberdeen New Asia Fund and (ii) Phoenix-Aberdeen Global Small Cap Fund
(collectively, the "Existing Series"), for the period and on the terms set forth
herein. The Adviser accepts such appointment and agrees to render the services
described in this Agreement for the compensation herein provided.
2. In the event that the Trustees desire to retain the Adviser to render
investment advisory services hereunder with respect to one or more additional
series ("Additional Series"), the Trust shall notify the Adviser in writing. If
the Adviser is willing to render such services, it shall notify the Trust in
writing, whereupon such Additional Series shall become subject to the terms and
conditions of this Agreement.
3. The Adviser shall furnish continuously an investment program for the
Existing Series and any Additional Series which may become subject to the terms
and conditions set forth herein (sometimes collectively referred to as the
"Series") and shall manage the investment and reinvestment of the assets of each
Series, subject at all times to the supervision of the Trustees.
4. With respect to managing the investment and reinvestment of the
Series' assets, the Adviser shall provide, at its own expense:
(a) Investment research, advice and supervision;
(b) An investment program for each Series consistent with its
investment objectives;
(c) Implementation of the investment program for each Series
including the purchase and sale of securities;
(d) Advice and assistance on the general operations of the Trust; and
<PAGE>
-2-
(e) Regular reports to the Trustees on the implementation of each
Series' investment program.
5. The Adviser shall, for all purposes herein, be deemed to be an
independent contractor.
6. The Adviser shall furnish at its own expense, or pay the expenses of
the Trust, for the following:
(a) Personnel necessary to perform the functions required to manage
the investment and reinvestment of each Series' assets (including
those required for research, statistical and investment work);
(b) Any Subadviser recommended by the Adviser and appointed to act on
behalf of the Trust.
7. All costs and expenses not specifically enumerated herein as payable
by the Adviser shall be paid by the Trust. Such expenses shall include, but
shall not be limited to, all expenses (other than those specifically referred to
as being borne by the Adviser) incurred in the operation of the Trust and any
public offering of its shares, including, among others, interest, taxes,
brokerage fees and commissions, fees of Trustees who are not full-time employees
of the Adviser or any of its affiliates, expenses of Trustees' and shareholders'
meetings including the cost of printing and mailing proxies, expenses of
insurance premiums for fidelity and other coverage, expenses of repurchase and
redemption of shares, expenses of issue and sale of shares (to the extent not
borne by its national distributor under its agreement with the Trust), expenses
of printing and mailing stock certificates representing shares of the Trust,
association membership dues, charges of custodians, transfer agents, dividend
disbursing agents and financial agents, bookkeeping, auditing and legal
expenses. The Trust will also pay the fees and bear the expense of registering
and maintaining the registration of the Trust and its shares with the Securities
and Exchange Commission and registering or qualifying its shares under state or
other securities laws and the expense of preparing and mailing prospectuses and
reports to shareholders. Additionally, if authorized by the Trustees, the Trust
shall pay for extraordinary expenses and expenses of a non-recurring nature
which may include, but not be limited to the reasonable and proportionate cost
of any reorganization or acquisition of assets and the cost of legal proceedings
to which the Trust is a party.
8. For providing the services and assuming the expenses outlined herein,
the Trust agrees that the Adviser shall be compensated as follows:
(a) The Trust shall pay the Adviser a monthly fee with respect to
each Series at the annual rate of .85% of the average aggregate
daily net asset values of each Series. The amounts payable to the
Adviser with respect to each Series shall be based upon the
average of the values of the net assets of such Series as of the
close of business each day, computed in accordance with the
Trust's Declaration of Trust.
<PAGE>
-3-
(b) Compensation shall accrue immediately upon the effective date of
this Agreement.
(c) If there is termination of this Agreement during a month, each
Series' fee for that month shall be proportionately computed upon
the average of the daily net asset values of such Series for such
partial period in such month.
(d) The Adviser agrees to reimburse the Trust for the amount, if any,
by which the total operating and management expenses for any
Series (including the Adviser's compensation, pursuant to this
paragraph, but excluding taxes, interest, costs of portfolio
acquisitions and dispositions and extraordinary expenses), for
any "fiscal year" exceed the level of expenses which such Series
is permitted to bear under the most restrictive expense
limitation (which is not waived by the State) imposed on open-end
investment companies by any state in which shares of such Series
are then qualified. Such reimbursement, if any, will be made by
the Adviser to the Trust within five days after the end of each
month. For the purpose of this subparagraph (d), the term "fiscal
year" shall include the portion of the then current fiscal year
which shall have elapsed at the date of termination of this
Agreement.
9. The services of the Adviser to the Trust are not to be deemed
exclusive, the Adviser being free to render services to others and to engage in
other activities. Without relieving the Adviser of its duties hereunder and
subject to the prior approval of the Trustees and subject further to compliance
with applicable provisions of the Investment Company Act of 1940, as amended,
the Adviser may appoint one or more agents to perform any of the functions and
services which are to be provided under the terms of this Agreement upon such
terms and conditions as may be mutually agreed upon among the Trust, the Adviser
and any such agent.
10. The Adviser shall not be liable to the Trust or to any shareholder of
the Trust for any error of judgment or mistake of law or for any loss suffered
by the Trust or by any shareholder of the Trust in connection with the matters
to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith, gross negligence or reckless disregard on the part of
the Adviser in the performance of its duties hereunder.
<PAGE>
-4-
11. It is understood that:
(a) Trustees, officers, employees, agents and shareholders of the
Trust are or may be "interested persons" of the Adviser as
directors, officers, stockholders or otherwise;
(b) Directors, officers, employees, agents and stockholders of the
Adviser are or may be "interested persons" of the Trust as
Trustees, officers, shareholders or otherwise; and
(c) The existence of any such dual interest shall not affect the
validity hereof or of any transactions hereunder.
12. This Agreement shall become effective with respect to the Existing
Series as of the date stated above (the "Contract Date") and with respect to any
Additional Series, on the date specified in the notice to the Trust from the
Adviser in accordance with paragraph 2 hereof that the Adviser is willing to
serve as Adviser with respect to such Additional Series. Unless terminated as
herein provided, this Agreement shall remain in full force and effect for a
period of two years following the Contract Date, and, with respect to each
Additional Series, until the next anniversary of the Contract Date following the
date on which such Additional Series became subject to the terms and conditions
of this Agreement and shall continue in full force and effect for periods of one
year thereafter with respect to each Series so long as (a) such continuance with
respect to any such Series is approved at least annually by either the Trustees
or by a "vote of the majority of the outstanding voting securities" of such
Series and (b) the terms and any renewal of this Agreement with respect to any
such Series have been approved by a vote of a majority of the Trustees who are
not parties to this Agreement or "interested persons" of any such party cast in
person at a meeting called for the purpose of voting on such approval; provided,
however, that the continuance of this Agreement with respect to each Additional
Series is subject to its approval by a "vote of a majority of the outstanding
voting securities" of any such Additional Series on or before the next
anniversary of the Contract Date following the date on which such Additional
Series became a Series hereunder.
Any approval of this Agreement by a vote of the holders of a "majority of
the outstanding voting securities" of any Series shall be effective to continue
this Agreement with respect to such Series notwithstanding (a) that this
Agreement has not been approved by a "vote of a majority of the outstanding
voting securities" of any other Series of the Trust affected thereby and (b)
that this Agreement has not been approved by the holders of a "vote of a
majority of the outstanding voting securities" of the Trust, unless either such
additional approval shall be required by any other applicable law or otherwise.
<PAGE>
-5-
13. The Trust may terminate this Agreement with respect to the Trust or
to any Series upon 60 days' written notice to the Adviser at any time, without
the payment of any penalty, by vote of the Trustees or, as to each Series, by a
"vote of the majority of the outstanding voting securities" of such Series. The
Adviser may terminate this Agreement upon 60 days' written notice to the Trust,
without the payment of any penalty. This Agreement shall immediately terminate
in the event of its "assignment".
14. The terms "majority of the outstanding voting securities",
"interested persons" and "assignment", when used herein, shall have the
respective meanings in the Investment Company Act of 1940, as amended.
15. In the event of termination of this Agreement, or at the request of
the Adviser, the Trust will eliminate all reference to "Phoenix" and/or
"Phoenix-Aberdeen" from its name, and will not thereafter transact business in a
name using the word "Phoenix" and/or "Phoenix-Aberdeen" in any form or
combination whatsoever, or otherwise use the word "Phoenix" and/or
"Phoenix-Aberdeen" as part of its name. The Trust will thereafter in all
prospectuses, advertising materials, letterheads, and other material designed to
be read by investors and prospective investors delete from its name the word
"Phoenix" and/or "Phoenix-Aberdeen" or any approximation thereof. If the Adviser
chooses to withdraw the Trust's right to use the word "Phoenix" and/or
"Phoenix-Aberdeen", it agrees to submit the question of continuing this
Agreement to a vote of the Trust's shareholders at the time of such withdrawal.
16. It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but bind only the trust property of
the Trust, as provided in the Declaration of Trust. The execution and delivery
of this Agreement have been authorized by the Trustees and shareholders of the
Trust and signed by the President of the Trust, acting as such, and neither such
authorization by such Trustees and shareholders nor such execution and delivery
by such officer shall be deemed to have been made by any of them individually or
be binding upon or impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. The Declaration of Trust, as amended, is or shall be on file with the
Secretary of The Commonwealth of Massachusetts.
17. This Agreement shall be construed and the rights and obligations of
the parties hereunder enforced in accordance with the laws of The Commonwealth
of Massachusetts.
<PAGE>
-6-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first written
above.
PHOENIX-ABERDEEN SERIES FUND
By: /s/ Philip R. McLoughlin
----------------------------------------
Philip R. McLoughlin
President
PHOENIX-ABERDEEN
INTERNATIONAL ADVISORS, LLC
By: /s/ David R. Pepin
----------------------------------------
David R. Pepin
Managing Director
By: /s/ Martin J. Gilbert
----------------------------------------
Martin J. Gilbert
Managing Director
<PAGE>
Exhibit B
PHOENIX-ABERDEEN SERIES FUND
SUBADVISORY AGREEMENT
---------------------
September 4, 1996
Aberdeen Fund Managers, Inc.
1 Financial Plaza, Suite 2210
NationsBank Tower
Fort Lauderdale, Florida 33394
RE: Subadvisory Agreement
Gentlemen:
Phoenix-Aberdeen Series Fund (the "Fund") is a diversified open-end investment
company of the series type registered under the Investment Company Act of 1940
(the "Act"), and is subject to the rules and regulations promulgated thereunder.
The shares of the Fund are offered or may be offered in several series,
including the Phoenix-Aberdeen New Asia Fund and the Phoenix-Aberdeen Global
Small Cap Fund (collectively sometime hereafter referred to as the "Series").
Phoenix-Aberdeen International Advisors, LLC (the "Adviser") evaluates and
recommends series advisers for the Series and is responsible for the day-to-day
management of the Series.
1. Employment as a Subadviser. The Adviser, being duly authorized, hereby
employs Aberdeen Fund Managers, Inc. (the "Subadviser") as a discretionary
series adviser to invest and reinvest the assets of the Series, or, in the
case of Phoenix-Aberdeen Global Small Cap Fund, such assets of such Series
as the Adviser shall from time to time specify (hereafter sometimes called
the "Delegated Assets"), on the terms and conditions set forth herein. The
services of the Subadviser hereunder are not to be deemed exclusive; the
Subadviser may render services to others and engage in other activities
which do not conflict in any material manner in the Subadviser's
performance hereunder.
2. Acceptance of Employment; Standard of Performance. The Subadviser accepts
its employment as a discretionary series adviser of the Series and agrees
to use its best professional judgment to make investment decisions for the
Series in accordance with the provisions of this Agreement and as set forth
in Schedule D attached hereto and made a part hereof.
3. Services of Subadviser. In providing management services to the Series, the
Subadviser shall be subject to the investment objectives, policies and
restrictions of the Fund as they apply to the Series and as set forth in
the Fund's then current Prospectus and Statement of
<PAGE>
2
Additional Information (as the same may be modified from time to time and
provided to the Subadviser by Adviser), and to the investment restrictions
set forth in the Act and the Rules thereunder, to the supervision and
control of the Trustees of the Fund (the "Trustees"), and to instructions
from the Adviser. The Subadviser shall not, without the Fund's prior
approval, effect any transactions which would cause the Series at the time
of the transaction to be out of compliance with any of such restrictions or
policies.
4. Transaction Procedures. All series transactions for the Series 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 in writing, of all cash and/or
securities due to or from the Series. The Subadviser shall not have
possession or custody of such cash and/or securities or any responsibility
or liability with respect to such custody. The Subadviser shall advise the
Custodian and confirm in writing to the Fund all investment orders for the
Series placed by it with brokers and dealers at the time and in the manner
set forth in Schedule A hereto (as amended from time to time). The Fund
shall issue to the Custodian such instructions as may be appropriate in
connection with the settlement of any transaction initiated by the
Subadviser. The Fund shall be responsible for all custodial arrangements
and the payment of all custodial charges and fees, and, upon giving proper
instructions to the Custodian, the Subadviser shall have no responsibility
or liability with respect to custodial arrangements or the act, omissions
or other conduct of the Custodian.
5. Allocation of Brokerage. The Subadviser shall have authority and discretion
to select brokers and dealers to execute Series transactions initiated by
the Subadviser, and to select the markets on or in which the transactions
will be executed.
A. In placing orders for the sale and purchase of Series securities for the
Fund, the Subadviser's primary responsibility shall be to seek the best
execution of orders at the most favorable prices. However, this
responsibility shall not obligate the Subadviser to solicit competitive
bids for each transaction or to seek the lowest available commission cost
to the Fund, so long as the Subadviser reasonably believes that the broker
or dealer selected by it can be expected to obtain a "best execution"
market price on the particular transaction and determines in good faith
that the commission cost is reasonable in relation to the value of the
brokerage and research services (as defined in Section 28(e)(3) of the
Securities Exchange Act of 1934) provided by such broker or dealer to the
Subadviser, viewed in terms of either that particular transaction or of the
Subadviser's overall responsibilities with respect to its clients,
including the Fund, as to which the Subadviser exercises investment
discretion, notwithstanding that the Fund may not be the direct or
exclusive beneficiary of any such services or that another broker may be
willing to charge the Fund a lower commission on the particular
transaction.
B. Subject to the requirements of paragraph A above, the Adviser shall have
the right to require that transactions giving rise to brokerage
commissions, in an amount to be agreed upon by the Adviser and the
Subadviser, shall be executed by brokers and dealers
<PAGE>
3
that provide brokerage or research services to the Fund or that will be of
value to the Fund in the management of its assets, which services and
relationship may, but need not, be of direct benefit to the Series. In
addition, subject to paragraph A above and the applicable Rules of Fair
Practice of the National Association of Securities Dealers, Inc., the Fund
shall have the right to request that series transactions be executed by
brokers and dealers by or through whom sales of shares of the Fund are
made.
C. The Subadviser shall not execute any Series transactions for the Series
with a broker or dealer that is an "affiliated person" (as defined in the
Act) of the Fund, the Subadviser or the Adviser without the prior written
approval of the Fund. The Fund will provide the Subadviser with a list of
brokers and dealers that are "affiliated persons" of the Fund or Adviser.
6. Proxies. The Fund, or the Adviser as its authorized agent, will vote all
proxies solicited by or with respect to the issuers of securities in which
assets of the Series may be invested. At the request of the Fund, the
Subadviser shall provide the Fund with its recommendations as to the voting
of particular proxies.
7. Fees for Services. The compensation of the Subadviser for its services
under this Agreement shall be calculated and paid by the Adviser in
accordance with the attached Schedule C. Pursuant to the Investment
Advisory Agreement between the Fund and the Adviser, the Adviser is solely
responsible for the payment of fees to the Subadviser.
8. Limitation of Liability. The Subadviser shall not be liable for any action
taken, omitted or suffered to be taken by it in its best professional
judgment, in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement, or in
accordance with specific directions or instructions from the Fund,
provided, however, that such acts or omissions shall not have constituted a
breach of the investment objectives, policies and restrictions applicable
to the Series and that such acts or omissions shall not have resulted from
the Subadviser's willful misfeasance, bad faith or gross negligence, a
violation of the standard of care established by and applicable to the
Subadviser in its actions under this Agreement or a breach of its duty or
of its obligations hereunder (provided, however, that the foregoing shall
not be construed to protect the Subadviser from liability under the Act).
9. Confidentiality. Subject to the duty of the Subadviser and the Fund to
comply with applicable law, including any demand of any regulatory or
taxing authority having jurisdiction, the parties hereto shall treat as
confidential all information pertaining to the Series and the actions of
the Subadviser and the Fund in respect thereof.
10. Assignment. This Agreement shall terminate automatically in the event of
its assignment, as that term is defined in Section 2(a)(4) of the Act. The
Subadviser shall notify the Fund in writing sufficiently in advance of any
proposed change of control, as defined in Section 2(a)(9) of the Act, as
will enable the Fund to consider whether an assignment as defined
<PAGE>
4
in Section 2(a)(4) of the Act will occur, and to take the steps necessary
to enter into a new contract with the Subadviser.
11. Representations, Warranties and Agreements of the Subadviser. The
Subadviser represents, warrants and agrees that:
A. It is registered as an "Investment Adviser" under the Investment
Advisers Act of 1940 ("Advisers Act").
B. It will maintain, keep current and preserve on behalf of the Fund,
in the manner required or permitted by the Act and the Rules
thereunder, the records identified in Schedule B (as Schedule B may be
amended from time to time). The Subadviser agrees that such records
are the property of the Fund, and will be surrendered to the Fund or
to Adviser as agent of the Fund promptly upon request of either.
C. It has or shall adopt a written code of ethics complying with the
requirements of Rule 17j-l under the Act and will provide the Fund and
Adviser with a copy of the code of ethics and evidence of its
adoption. Subadviser acknowledges receipt of the written code of
ethics adopted by and on behalf of the Phoenix-Aberdeen Series Fund
(the "Code of Ethics"). Within 10 days of the end of each calendar
quarter while this Agreement is in effect, a duly authorized
compliance officer of the Subadviser shall certify to the Fund and to
Adviser that the Subadviser has complied with the requirements of Rule
17j-l during the previous calendar quarter and that there has been no
violation of its code of ethics, or the Code of Ethics, or if such a
violation has occurred, that appropriate action was taken in response
to such violation. The Subadviser shall permit the Fund and Adviser to
examine the reports required to be made by the Subadviser under Rule
17j-l(c)(1) and this subparagraph.
D. Upon request, the Subadviser will promptly supply the Fund and
Adviser, or such other person as Adviser shall direct, with any
information concerning the Subadviser and its stockholders, employees
and affiliates which the Fund may reasonably require in connection
with reports to the Fund's Board of Trustees or the preparation of its
registration statement, proxy material, reports and other documents
required to be filed under the Act, the Securities Act of 1933, or
under applicable securities laws.
E. Reference is hereby made to the Declaration of Trust dated May 31,
1996, establishing the Fund, 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 Phoenix-Aberdeen Series Fund refers
<PAGE>
5
to the Trustees under said Declaration of Trust, as Trustees and not
personally, and no Trustee, shareholder, officer, agent or employee of
the Fund shall be held to any personal liability in connection with
the affairs of the Fund; only the trust estate under said Declaration
of Trust is liable. Without limiting the generality of the foregoing,
neither the Subadviser nor any of its officers, directors, partners,
shareholders or employees shall, under any circumstances, have
recourse or cause or willingly permit recourse to be had directly or
indirectly to any personal, statutory, or other liability of any
shareholder, Trustee, officer, agent or employee of the Fund or of any
successor of the Fund, whether such liability now exists or is
hereafter incurred for claims against the trust estate.
12. Amendment. This Agreement may be amended at any time, but only by written
agreement among the Subadviser, the Adviser and the Fund, which amendment,
other than amendments to Schedules A, B, and D, is subject to the approval
of the Trustees and the Shareholders of the Fund as and to the extent
required by the Act.
13. 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 the first meeting of the shareholders of the Series, and, if its
renewal is approved at that meeting in the manner required by the Act,
shall continue in effect 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 Investment Company Act, and by the majority vote
of the disinterested Trustees in accordance with the requirements of
Section 15(c) thereof.
14. Termination. This Agreement may be terminated by any party, without
penalty, immediately upon written notice to the other parties in the event
of a breach of any provision thereof by a party so notified, or otherwise
upon thirty (30) days' written notice to the other parties, but any such
termination shall not affect the status, obligations or liabilities of any
party hereto to the other parties.
15. 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.
<PAGE>
6
16. 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.
PHOENIX-ABERDEEN SERIES FUND
By: /s/ Philip R. McLoughlin
---------------------------
Philip R. McLoughlin
President
PHOENIX ABERDEEN INTERNATIONAL
ADVISORS, LLC
By: /s/ David R. Pepin
---------------------------
David R. Pepin
Managing Director
By: /s/ Martin J. Gilbert
---------------------------
Martin J. Gilbert
Managing Director
ACCEPTED:
ABERDEEN FUND MANAGERS, INC.
By: /s/ Bev Hendry
------------------------------------
Title: Chief Executive Officer
SCHEDULES: A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadviser Functions
<PAGE>
SCHEDULE A
----------
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of
information to be supplied to Brown Brothers Harriman & Co. (the "Custodian"),
the custodian for the Fund.
The Subadviser must furnish the Custodian 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 (confirmation
received from broker). The necessary information can be sent via facsimile
machine to the Custodian. Information provided to the Custodian shall include
the following:
1. Purchase or sale;
2. Security name;
3. CUSIP number (if applicable);
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed; and
14. Identified tax lot (if applicable).
When opening accounts with brokers for, and in the name of, the Fund, the
account must be a cash account. No margin accounts are to be maintained in the
name of the Fund. Delivery instructions are as specified by the Custodian. The
Custodian will supply the Subadviser daily with a cash availability report. This
will normally be done by telex so that the Subadviser will know the amount
available for investment purposes.
<PAGE>
SCHEDULE B
----------
RECORDS TO BE MAINTAINED BY THE SUBADVISER
1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series
purchases and sales, given by the Subadviser on behalf of the Fund for, or
in connection with, the purchase or sale of securities, whether executed or
unexecuted. Such records shall include:
A. The name of the broker;
B. The terms and conditions of the order and of any modifications or
cancellations thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf of the Fund.
2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten
(10) days after the end of the quarter, showing specifically the basis or
bases upon which the allocation of orders for the purchase and sale of
series securities to named brokers or dealers was effected, and the
division of brokerage commissions or other compensation on such purchase
and sale orders. Such record:
A. Shall include the consideration given to:
(i) The sale of shares of the Fund by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers to:
(a) The Fund,
(b) The Adviser (Phoenix-Aberdeen International Advisors, LLC)
(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-(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 an authorization is made by a
committee or group, 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
<PAGE>
supporting or authorizing the purchase or sale of series securities and
such other information as is appropriate to support the authorization.*
4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to
be maintained by registered investment advisers by rule adopted under
Section 204 of the Investment Advisers Act of 1940, to the extent such
records are necessary or appropriate to record the Subadviser's
transactions for the Fund.
- --------------------------------------
*Such information might include: current financial information, annual and
quarterly reports, press releases, reports by analysts and from brokerage firms
(including their recommendation; i.e., buy, sell, hold) or any internal reports
or subadviser review.
<PAGE>
SCHEDULE C
----------
SUBADVISORY FEE
(a) For services provided to Phoenix-Aberdeen New Asia Fund (the "New
Asia Series"), the Adviser will pay to the Subadviser, on or before the 10th day
of each month, a fee, payable in arrears, at the annual rate of 0.40% of the
average daily net asset values of the New Asia Series. The fees shall be
prorated for any month during which this agreement is in effect for only a
portion of the month. In computing the fee to be paid to the Subadviser, the net
asset value of the New Asia Series shall be valued as set forth in the then
current registration statement of the Fund.
(b) For services provided to Phoenix-Aberdeen Global Small Cap Fund (the
"Small Cap Series"), the Adviser will pay to the Subadviser, on or before the
10th day of each month, a fee, payable in arrears, at the annual rate of 0.40%
of the average daily net asset values of the Delegated Assets in such prior
month. The fees shall be prorated for any month during which this agreement is
in effect for only a portion of the month. In computing the fee to be paid to
the Subadviser, the net asset value of the Delegated Assets shall be valued as
set forth in the then current registration statement of the Fund.
<PAGE>
SCHEDULE D
----------
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the Series's
assets, the Subadviser shall provide, at its own expense:
(a) An investment program for the Series consistent with its investment
objectives based upon the development, review and adjustment of
buy/sell strategies approved from time to time by the Board of
Trustees and Adviser;
(b) Implementation of the investment program for the Series based upon the
foregoing criteria;
(c) Quarterly reports, in form and substance acceptable to the Adviser,
with respect to: i) compliance with the Code of Ethics and the
Subadviser's code of ethics; ii) compliance with procedures adopted
from time to time by the Trustees of the Fund relative to securities
eligible for resale under Rule 144A under the Securities Act of 1933,
as amended; iii) diversification of Series assets in accordance with
the then prevailing prospectus and statement of additional information
pertaining to the Series and governing laws; iv) compliance with
governing restrictions relating to the fair valuation of securities
for which market quotations are not readily available or considered
"illiquid" for the purposes of complying with the Series's limitation
on acquisition of illiquid securities; v) any and all other reports
reasonably requested in accordance with or described in this
Agreement; and, vi) the implementation of the Series's investment
program, including, without limitation, analysis of Series
performance;
(d) Attendance by appropriate representatives of the Subadviser at
meetings requested by the Adviser or Trustees at such time(s) and
location(s) as reasonably requested by the Adviser or Trustees; and
(e) Participation, overall assistance and support in marketing the Series,
including, without limitation, meetings with pension fund
representatives, broker/dealers who have a sales agreement with
Phoenix Equity Planning Corporation, and other parties requested by
the Adviser.
<PAGE>
Exhibit C
PHOENIX-ABERDEEN SERIES FUND
SUBADVISORY AGREEMENT
---------------------
September 4, 1996
Phoenix Investment Counsel, Inc.
56 Prospect Street
Hartford, Connecticut 06115
RE: Subadvisory Agreement
Gentlemen:
Phoenix-Aberdeen Series Fund (the "Fund") is a diversified open-end investment
company of the series type registered under the Investment Company Act of 1940
(the "Act"), and is subject to the rules and regulations promulgated thereunder.
The shares of the Fund are offered or may be offered in several series,
including the Phoenix-Aberdeen New Asia Fund and the Phoenix-Aberdeen Global
Small Cap Fund (collectively sometime hereafter referred to as the "Series").
Phoenix-Aberdeen International Advisors, LLC (the "Adviser") evaluates and
recommends series advisers for the Series and is responsible for the day-to-day
management of the Series.
1. Employment as a Subadviser. The Adviser, being duly authorized, hereby
employs Phoenix Investment Counsel, Inc. (the "Subadviser"):
(a)(i) as a discretionary series adviser to manage, upon notification from
the Adviser from time to time, cash, cash equivalents and short-term
investments for each Series upon the terms and conditions hereafter set
forth.
(a)(ii) to furnish officers and other personnel necessary to conduct the
Fund's operations, including specifically but without limitation,
compliance procedures, and to pay the compensation and expenses of Trustees
who are also full-time employees of the Subadviser or any of its
affiliates;
(a)(iii) to prepare and file (A) required filings with the Securities and
Exchange Commission and state securities administrators, including but not
limited to posteffective amendments to the registration statement of the
Fund, annual and semi-annual reports and all required notices, (B) required
filings with appropriate authorities in the state of organization of the
Fund, (C) proxy statements and other required reports to shareholders of
the Fund, and (D) revisions and updates of the Fund's prospectus;
<PAGE>
2
(a)(iv) generally to provide continuing sponsorship support as the Fund may
direct or require; and
(b) as a discretionary series adviser to invest and reinvest to invest and
reinvest such other assets of such Series as the Adviser shall from time to
time specify (hereafter sometimes called the "Delegated Assets"), on the
terms and conditions set forth herein.
The services of the Subadviser hereunder are not to be deemed exclusive;
the Subadviser may render services to others and engage in other activities
which do not conflict in any material manner in the Subadviser's
performance hereunder.
2. Acceptance of Employment; Standard of Performance. The Subadviser accepts
its employment as a discretionary series adviser of the Series and agrees
to use its best professional judgment to make investment decisions for the
Series in accordance with the provisions of this Agreement and as set forth
in Schedule D attached hereto and made a part hereof.
3. Services of Subadviser. In providing management services to the Series, the
Subadviser shall be subject to the investment objectives, policies and
restrictions of the Fund as they apply to the Series and as set forth in
the Fund's then current Prospectus and Statement of Additional Information
(as the same may be modified from time to time and provided to the
Subadviser by Adviser), and to the investment restrictions set forth in the
Act and the Rules thereunder, to the supervision and control of the
Trustees of the Fund (the "Trustees"), and to instructions from the
Adviser. The Subadviser shall not, without the Fund's prior approval,
effect any transactions which would cause the Series at the time of the
transaction to be out of compliance with any of such restrictions or
policies.
4. Transaction Procedures. All series transactions for the Series 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 in writing, of all cash and/or
securities due to or from the Series. The Subadviser shall not have
possession or custody of such cash and/or securities or any responsibility
or liability with respect to such custody. The Subadviser shall advise the
Custodian and confirm in writing to the Fund all investment orders for the
Series placed by it with brokers and dealers at the time and in the manner
set forth in Schedule A hereto (as amended from time to time). The Fund
shall issue to the Custodian such instructions as may be appropriate in
connection with the settlement of any transaction initiated by the
Subadviser. The Fund shall be responsible for all custodial arrangements
and the payment of all custodial charges and fees, and, upon giving proper
instructions to the Custodian, the Subadviser shall have no responsibility
or liability with respect to custodial arrangements or the act, omissions
or other conduct of the Custodian.
5. Allocation of Brokerage. The Subadviser shall have authority and discretion
to select brokers and dealers to execute Series transactions initiated by
the Subadviser, and to select the markets on or in which the transactions
will be executed.
<PAGE>
3
A. In placing orders for the sale and purchase of Series securities for the
Fund, the Subadviser's primary responsibility shall be to seek the best
execution of orders at the most favorable prices. However, this
responsibility shall not obligate the Subadviser to solicit competitive
bids for each transaction or to seek the lowest available commission cost
to the Fund, so long as the Subadviser reasonably believes that the broker
or dealer selected by it can be expected to obtain a "best execution"
market price on the particular transaction and determines in good faith
that the commission cost is reasonable in relation to the value of the
brokerage and research services (as defined in Section 28(e)(3) of the
Securities Exchange Act of 1934) provided by such broker or dealer to the
Subadviser, viewed in terms of either that particular transaction or of the
Subadviser's overall responsibilities with respect to its clients,
including the Fund, as to which the Subadviser exercises investment
discretion, notwithstanding that the Fund may not be the direct or
exclusive beneficiary of any such services or that another broker may be
willing to charge the Fund a lower commission on the particular
transaction.
B. Subject to the requirements of paragraph A above, the Adviser shall have
the right to require that transactions giving rise to brokerage
commissions, in an amount to be agreed upon by the Adviser and the
Subadviser, shall be executed by brokers and dealers that provide brokerage
or research services to the Fund or that will be of value to the Fund in
the management of its assets, which services and relationship may, but need
not, be of direct benefit to the Series. In addition, subject to paragraph
A above and the applicable Rules of Fair Practice of the National
Association of Securities Dealers, Inc., the Fund shall have the right to
request that series transactions be executed by brokers and dealers by or
through whom sales of shares of the Fund are made.
C. The Subadviser shall not execute any Series transactions for the Series
with a broker or dealer that is an "affiliated person" (as defined in the
Act) of the Fund, the Subadviser or the Adviser without the prior written
approval of the Fund. The Fund will provide the Subadviser with a list of
brokers and dealers that are "affiliated persons" of the Fund or Adviser.
6. Proxies. The Fund, or the Adviser as its authorized agent, will vote all
proxies solicited by or with respect to the issuers of securities in which
assets of the Series may be invested. At the request of the Fund, the
Subadviser shall provide the Fund with its recommendations as to the voting
of particular proxies.
7. Fees for Services. The compensation of the Subadviser for its services
under this Agreement shall be calculated and paid by the Adviser in
accordance with the attached Schedule C. Pursuant to the Investment
Advisory Agreement between the Fund and the Adviser, the Adviser is solely
responsible for the payment of fees to the Subadviser.
8. Limitation of Liability. The Subadviser shall not be liable for any action
taken, omitted
<PAGE>
4
or suffered to be taken by it in its best professional judgment, in good
faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement, or in accordance with
specific directions or instructions from the Fund, provided, however, that
such acts or omissions shall not have constituted a breach of the
investment objectives, policies and restrictions applicable to the Series
and that such acts or omissions shall not have resulted from the
Subadviser's willful misfeasance, bad faith or gross negligence, a
violation of the standard of care established by and applicable to the
Subadviser in its actions under this Agreement or a breach of its duty or
of its obligations hereunder (provided, however, that the foregoing shall
not be construed to protect the Subadviser from liability under the Act).
9. Confidentiality. Subject to the duty of the Subadviser and the Fund to
comply with applicable law, including any demand of any regulatory or
taxing authority having jurisdiction, the parties hereto shall treat as
confidential all information pertaining to the Series and the actions of
the Subadviser and the Fund in respect thereof.
10. Assignment. This Agreement shall terminate automatically in the event of
its assignment, as that term is defined in Section 2(a)(4) of the Act. The
Subadviser shall notify the Fund in writing sufficiently in advance of any
proposed change of control, as defined in Section 2(a)(9) of the Act, as
will enable the Fund to consider whether an assignment as defined in
Section 2(a)(4) of the Act will occur, and to take the steps necessary to
enter into a new contract with the Subadviser.
11. Representations, Warranties and Agreements of the Subadviser. The
Subadviser represents, warrants and agrees that:
A. It is registered as an "Investment Adviser" under the Investment
Advisers Act of 1940 ("Advisers Act").
B. It will maintain, keep current and preserve on behalf of the Fund,
in the manner required or permitted by the Act and the Rules
thereunder, the records identified in Schedule B (as Schedule B may be
amended from time to time). The Subadviser agrees that such records
are the property of the Fund, and will be surrendered to the Fund or
to Adviser as agent of the Fund promptly upon request of either.
C. It has or shall adopt a written code of ethics complying with the
requirements of Rule 17j-l under the Act and will provide the Fund and
Adviser with a copy of the code of ethics and evidence of its
adoption. Subadviser acknowledges receipt of the written code of
ethics adopted by and on behalf of the Phoenix-Aberdeen Series Fund
(the "Code of Ethics"). Within 10 days of the end of each calendar
quarter while this Agreement is in effect, a duly authorized
compliance officer of the Subadviser shall certify to the Fund and to
Adviser that the Subadviser has complied with the requirements of Rule
17j-l during the
<PAGE>
5
previous calendar quarter and that there has been no violation of its
code of ethics, or the Code of Ethics, or if such a violation has
occurred, that appropriate action was taken in response to such
violation. The Subadviser shall permit the Fund and Adviser to examine
the reports required to be made by the Subadviser under Rule
17j-l(c)(1) and this subparagraph.
D. Reference is hereby made to the Declaration of Trust dated May 31,
1996, establishing the Fund, 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 Phoenix-Aberdeen Series Fund refers to the
Trustees under said Declaration of Trust, as Trustees and not
personally, and no Trustee, shareholder, officer, agent or employee of
the Fund shall be held to any personal liability in connection with
the affairs of the Fund; only the trust estate under said Declaration
of Trust is liable. Without limiting the generality of the foregoing,
neither the Subadviser nor any of its officers, directors, partners,
shareholders or employees shall, under any circumstances, have
recourse or cause or willingly permit recourse to be had directly or
indirectly to any personal, statutory, or other liability of any
shareholder, Trustee, officer, agent or employee of the Fund or of any
successor of the Fund, whether such liability now exists or is
hereafter incurred for claims against the trust estate.
12. Amendment. This Agreement may be amended at any time, but only by written
agreement among the Subadviser, the Adviser and the Fund, which amendment,
other than amendments to Schedules A, B, and D, is subject to the approval
of the Trustees and the Shareholders of the Fund as and to the extent
required by the Act.
13. 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 the first meeting of the shareholders of the Series, and, if its
renewal is approved at that meeting in the manner required by the Act,
shall continue in effect 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 Investment Company Act, and by the majority vote
of the disinterested Trustees in accordance with the requirements of
Section 15(c) thereof.
14. Termination. This Agreement may be terminated by any party, without
penalty, immediately upon written notice to the other parties in the event
of a breach of any provision thereof by a party so notified, or otherwise
upon thirty (30) days' written notice to the other parties, but any such
termination shall not affect the status, obligations or liabilities of any
party hereto to the other parties.
15. 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
<PAGE>
6
from time to time, this Agreement shall be administered, construed and
enforced according to the laws of the Commonwealth of Massachusetts.
16. 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.
PHOENIX-ABERDEEN SERIES FUND
By: /s/ Philip R. McLoughlin
-------------------------------
Philip R. McLoughlin
President
PHOENIX ABERDEEN INTERNATIONAL
ADVISORS, LLC
By: /s/ David R. Pepin
-------------------------------
David R. Pepin
Managing Director
By: /s/ Martin J. Gilbert
-------------------------------
Martin J. Gilbert
Managing Director
ACCEPTED:
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Michael E. Haylon
-------------------------------
Michael E. Haylon
President
SCHEDULES: A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadviser Functions
<PAGE>
SCHEDULE A
----------
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of
information to be supplied to Brown Brothers Harriman & Co. (the "Custodian"),
the custodian for the Fund.
The Subadviser must furnish the Custodian 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 (confirmation
received from broker). The necessary information can be sent via facsimile
machine to the Custodian. Information provided to the Custodian shall include
the following:
1. Purchase or sale;
2. Security name;
3. CUSIP number (if applicable);
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed; and
14. Identified tax lot (if applicable).
When opening accounts with brokers for, and in the name of, the Fund, the
account must be a cash account. No margin accounts are to be maintained in the
name of the Fund. Delivery instructions are as specified by the Custodian. The
Custodian will supply the Subadviser daily with a cash availability report. This
will normally be done by telex so that the Subadviser will know the amount
available for investment purposes.
<PAGE>
SCHEDULE B
----------
RECORDS TO BE MAINTAINED BY THE SUBADVISER
1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series
purchases and sales, given by the Subadviser on behalf of the Fund for, or
in connection with, the purchase or sale of securities, whether executed or
unexecuted. Such records shall include:
A. The name of the broker;
B. The terms and conditions of the order and of any modifications or
cancellations thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf of the Fund.
2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten
(10) days after the end of the quarter, showing specifically the basis or
bases upon which the allocation of orders for the purchase and sale of
series securities to named brokers or dealers was effected, and the
division of brokerage commissions or other compensation on such purchase
and sale orders. Such record:
A. Shall include the consideration given to:
(i) The sale of shares of the Fund by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers
to:
(a) The Fund,
(b) The Adviser (Phoenix-Aberdeen International Advisors, LLC)
(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-(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 an authorization is made by a
committee or group, 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
<PAGE>
supporting or authorizing the purchase or sale of series securities and
such other information as is appropriate to support the authorization.*
4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to
be maintained by registered investment advisers by rule adopted under
Section 204 of the Investment Advisers Act of 1940, to the extent such
records are necessary or appropriate to record the Subadviser's
transactions for the Fund.
- --------------------------------------
*Such information might include: current financial information, annual and
quarterly reports, press releases, reports by analysts and from brokerage firms
(including their recommendation; i.e., buy, sell, hold) or any internal reports
or subadviser review.
<PAGE>
SCHEDULE C
----------
SUBADVISORY FEE
(a) For services provided to the Fund pursuant to paragraph 1(a) hereof,
the Adviser will pay to the Subadviser, on or before the 10th day of each month,
a fee, payable in arrears, at the annual rate of 0.15% of the average daily net
asset values of the Fund, including each of its Series. The fees shall be
prorated for any month during which this agreement is in effect for only a
portion of the month. In computing the fee to be paid to the Subadviser, the net
asset value of the Fund and each Series shall be valued as set forth in the then
current registration statement of the Fund.
(b) For services provided to the Fund pursuant to paragraph 1(b), the
Adviser will pay to the Subadviser, on or before the 10th day of each month, a
fee, payable in arrears, at the annual rate of 0.40% of the average daily net
asset values of the Delegated Assets in such prior month. The fees shall be
prorated for any month during which this agreement is in effect for only a
portion of the month. In computing the fee to be paid to the Subadviser, the net
asset value of the Delegated Assets shall be valued as set forth in the then
current registration statement of the Fund.
<PAGE>
SCHEDULE D
-----------
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the Series's
assets, the Subadviser shall provide, at its own expense:
(a) An investment program for the Series consistent with its investment
objectives based upon the development, review and adjustment of
buy/sell strategies approved from time to time by the Board of
Trustees and Adviser;
(b) Implementation of the investment program for the Series based upon the
foregoing criteria;
(c) Quarterly reports, in form and substance acceptable to the Adviser,
with respect to: i) compliance with the Code of Ethics and the
Subadviser's code of ethics; ii) compliance with procedures adopted
from time to time by the Trustees of the Fund relative to securities
eligible for resale under Rule 144A under the Securities Act of 1933,
as amended; iii) diversification of Series assets in accordance with
the then prevailing prospectus and statement of additional information
pertaining to the Series and governing laws; iv) compliance with
governing restrictions relating to the fair valuation of securities
for which market quotations are not readily available or considered
"illiquid" for the purposes of complying with the Series's limitation
on acquisition of illiquid securities; v) any and all other reports
reasonably requested in accordance with or described in this
Agreement; and, vi) the implementation of the Series's investment
program, including, without limitation, analysis of Series
performance;
(d) Attendance by appropriate representatives of the Subadviser at
meetings requested by the Adviser or Trustees at such time(s) and
location(s) as reasonably requested by the Adviser or Trustees; and
(e) Participation, overall assistance and support in marketing the Series,
including, without limitation, meetings with pension fund
representatives, broker/dealers who have a sales agreement with
Phoenix Equity Planning Corporation, and other parties requested by
the Adviser.
<PAGE>
PHOENIX-ABERDEEN SERIES FUND PROXY
The undersigned shareholder of Phoenix-Aberdeen Series Fund (the "Fund")
revoking any and all previous proxies heretofore give for shares of the Fund
held by the undersigned, hereby constitutes and appoints Philip R. McLoughlin,
Thomas N. Steenburg and William E. Keen, III, and any and each of them, proxies
and attorneys of the undersigned, with power of substitution to each, for and in
the name of the undersigned to vote and act upon all matters (unless and except
as expressly limited below) at the Special Meeting of Shareholders of the Fund
to be held on August 7, 1998 at the offices of the Fund, 101 Munson Street,
Greenfield, Massachusetts, and at any and all adjournments thereof, with respect
to all shares of the Fund for which the undersigned is entitled to provide
instructions or with respect to which the undersigned would be entitled to
provide instructions or act, with all the powers the undersigned would possess
if personally present and to vote with respect to specific matters as set forth
below.
To avoid the expense of adjourning the Meeting to a subsequent date, please
return this proxy in the enclosed, self-addressed, postage-paid envelope.
This proxy, if properly executed, will be voted in the manner as directed herein
by the undersigned shareholder. Unless otherwise specified in the squares
provided, the undersigned's vote will be case "FOR" each Proposal. If no
direction is made for any Proposals, this proxy will be voted "FOR" any and all
such Proposals.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE FUND
WHO RECOMMEND A VOTE "FOR" EACH OF THE PROPOSALS
[x] Please mark vote as in this Example.
PROPOSAL 1. TO APPROVE OR NOT APPROVE INVESTMENT ADVISORY AGREEMENT
WITH PHOENIX-ABERDEEN INTERNATIONAL ADVISORS, LLC
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 2. TO APPROVE OR NOT APPROVE INVESTMENT SUB-ADVISORY AGREEMENT
WITH ABERDEEN FUND MANAGERS, INC.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 3. TO APPROVE OR NOT APPROVE INVESTMENT SUB-ADVISORY AGREEMENT
WITH PHOENIX INVESTMENT COUNSEL, INC.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 4. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF
Please be sure to sign and date this Proxy.
Date:
--------------------------- ---------------------------
Shareholder sign here Co-owner sign here
<PAGE>
NOTE: Please sign exactly as you name appears hereon. If shares are registered
in more than one name, all registered shareholders should sign this proxy; but
if one shareholder signs, this signature binds the other shareholder. When
signing as an attorney, executor, administrator, agent, trustee, or guardian, or
custodian for a minor, please give full title as such. If a corporation, please
sign in full corporate name by an authorized person. If a partnership, please
sign in partnership name by an authorized person.
This proxy may be revoked by the shareholder(s) at any time prior to the Special
Meeting of Shareholders.
RECORD DATE SHARES:
