Exhibit 5.21
Subadvisory Agreement
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SUBADVISORY AGREEMENT
PHOENIX EDGE SERIES FUND
Sanford C. Bernstein & Co., Inc.
767 Fifth Avenue
New York, New York 101053
WHEREAS, the Phoenix Edge Series Fund (the "Fund") is a diversified
open-end investment company of the series type registered under the Investment
Company Act of 1940 (the "Act"), and is subject to the rules and regulations
promulgated thereunder;
WHEREAS, the shares of the Fund are offered or may be offered in
several series, including the Phoenix-Schafer Midcap Value Series (hereafter
referred to as the "Series");
WHEREAS, Phoenix Variable Advisors (the "Advisor") evaluates and
recommends series advisors for the Series and is responsible for the day-to-day
management of the Series; and
WHEREAS, the Advisor desires to retain Sanford C. Bernstein & Co.,
Inc., a corporation organized under the laws of the State of New York (the
"Subadvisor") to furnish portfolio management services for the Series, and the
Subadvisor is willing to furnish such services.
NOW, THEREFORE, the Advisor and the Subadvisor agree as follows:
1. Employment as a Subadvisor. The Advisor, being duly authorized, hereby
employs the Subadvisor to invest and reinvest the assets of the Series
on the terms and conditions set forth herein. The services of the
Subadvisor hereunder are not to be deemed exclusive; the Subadvisor may
render services to others and engage in other activities which do not
conflict in any material manner in the Subadvisor's performance
hereunder.
2. Acceptance of Employment; Standard of Performance. The Subadvisor
accepts its employment as a subadvisor to the Advisor and agrees to use
its best professional judgment to make investment decisions for the
Series in accordance with the provisions of this Agreement.
3. Services of Subadvisor.
(a) The Subadvisor shall provide the services set forth
herein and in Schedule A attached hereto and made a
part hereof. In providing management services to the
Series, the Subadvisor 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 to the Fund's Agreement and
Declaration of
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Trust, to the investment and other restrictions set
forth in the Act, the Securities Act of 1933 and the
Internal Revenue Code and the rules and regulations
thereunder, and to the supervision and control of the
Trustees of the Fund (the "Trustees"). The Subadvisor
shall not, without the Advisor'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. The Subadvisor
will keep the Fund and the Advisor informed of
developments materially affecting the Fund, and will,
on its own initiative, furnish the Fund and the Advisor
from time to time with whatever information the
Sub-Advisor believes is appropriate for this purpose.
(b) Subject at all times to the limitations set forth in
subparagraph 3(a) above, the Subadvisor shall have full
authority at all times with respect to the management
of the Series, including, but not limited to, authority
to give written or oral instructions to various
broker/dealers, banks or other agents; to bind and
obligate the Fund to and for the carrying out of
contracts, arrangements, or transactions which shall be
entered into by the Subadvisor on the Fund's behalf
with or through such broker/dealers, banks or other
agents; to direct the purchase and sale of any
securities; and generally to do and take all action
necessary in connection with the Series, or considered
desirable by the Subadvisor with respect thereto. The
Subadvisor may maintain uninvested cash balances in the
Series as it shall deem reasonable without incurring
any liability for the payment of interest thereon.
4. Expenses. The Subadvisor shall furnish the following at its own
expense:
(a) Office facilities, including office space, furniture
and equipment utilized by its employees, in the
fulfillment of Subadvisor's responsibilities hereunder;
and
(b) Personnel necessary to perform the functions required to
manage the investment and reinvestment of the Series'
assets (including those required for research,
statistical and investment work), and to fulfill the
other functions of the Subadvisor hereunder. The
Subadvisor need not provide personnel to perform, or pay
the expenses of the Advisor for, services customarily
performed for an open-end management investment company
by its national distributor, custodian, financial agent,
transfer agent, auditors and legal counsel.
5. Transaction Procedures. All 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 pursuant to its
agreement with the Fund (the "Custodian Agreement"), of all cash and/or
securities due to or from the Series. The Subadvisor shall not have
possession or custody of such cash and/or securities or any
responsibility or liability with respect to such custody. The
Subadvisor 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 the Custodian
Agreement and in Schedule B hereto (as amended from time to time). The
Fund shall issue to the Custodian such instructions as may be
appropriate in connection with the settlement of any transaction
initiated by the Subadvisor. The Fund shall be responsible for all
custodial arrangements and the payment of all custodial charges and
fees, and, upon giving proper instructions to the Custodian, the
Subadvisor shall have no responsibility or liability with respect to
custodial arrangements or the acts, omissions or other conduct of the
Custodian.
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6. Allocation of Brokerage. The Subadvisor shall have authority and
discretion to select brokers and dealers to execute Series transactions
initiated by the Subadvisor, 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 Subadvisor's primary responsibility shall
be to seek the best execution of orders at the most favorable prices.
However, this responsibility shall not obligate the Subadvisor to
solicit competitive bids for each transaction or to seek the lowest
available commission cost to the Fund, so long as the Subadvisor
reasonably believes that the broker or dealer selected by it can be
expected to obtain "best execution" on the particular transaction and
determines in good faith that the commission cost is reasonable in
relation to the value of the brokerage and research services (as
defined in Section 28(e)(3) of the Securities Exchange Act of 1934)
provided by such broker or dealer to the Subadvisor, viewed in terms of
either that particular transaction or of the Subadvisor's overall
responsibilities with respect to its clients, including the Fund, as to
which the Subadvisor exercises investment discretion, notwithstanding
that the Fund may not be the direct or exclusive beneficiary of any
such services or that another broker may be willing to charge the Fund
a lower commission on the particular transaction.
B. Subject to the requirements of paragraph A above, the Advisor
shall have the right to require that transactions giving rise to
brokerage commissions, in an amount to be agreed upon by the Advisor
and the Subadvisor, 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 or exclusive benefit to
the Series. In addition, subject to paragraph A above, the applicable
Conduct Rules of the National Association of Securities Dealers, Inc.
and other applicable law, the Fund shall have the right to request that
transactions be executed by brokers and dealers by or through whom
sales of shares of the Fund are made.
C. In addition to selecting brokers or dealers to execute
transactions for the Series, the Subadvisor may, subject to its duty to
seek best execution, also act as a broker for the Series from time to
time at rates not exceeding the usual and customary broker's
commission. Under Federal law, the Subadvisor must obtain the Advisor's
consent to effect agency cross transactions for the Series, which
consent is hereby granted. The Subadvisor represents, warrants and
covenants that all agency cross transactions for the Series will be
effected by the Subadvisor strictly in accordance with Rule 206(3)-2
under the Investment Advisers Act of 1940, as amended (the "Advisers
Act"). An agency cross transaction is where the Subadvisor purchases or
sells securities from or to a non-managed account on behalf of a
client's managed account. By "non-managed" it is meant that the account
is not managed by Sub-Advisor, or any of its respective affiliated
investment advisers. Pursuant to this consent, the Subadvisor will only
effect an agency cross transaction for the Series with a non-managed
account. In an agency cross transaction where the Subadvisor acts as
broker for the Series, the Subadvisor receives commissions from both
sides of the trade and there is a potentially conflicting division of
loyalties and responsibilities. However, as both sides to the trade
want to execute the transaction at the best price without moving the
market price in either direction, the Subadvisor believes that an
agency cross transaction will aid both sides to the trade in obtaining
the best price for the trade. THE TRUSTEES OR THE ADVISOR MAY REVOKE
THIS CONSENT BY WRITTEN NOTICE TO THE SUBADVISOR AT ANY TIME.
7. Fees for Services. The compensation of the Subadvisor for its services
under this Agreement shall be calculated and paid by the Advisor in
accordance with the attached Schedule C. Pursuant to the Investment
Advisory Agreement between the Fund and the Advisor, the Advisor is
solely responsible for the payment of fees to the Subadvisor. Brokerage
services provided by
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Subadvisor are not within the scope of the duties of the Subadvisor
under this Agreement. Subject to the requirements of applicable law and
any procedures adopted by the Trustees, the Subadvisor may receive
brokerage commissions from the Series for such services in addition to
the Subadvisor's fees for services under this Agreement.
8. Limitation of Liability. The Subadvisor shall not be liable for any
action taken, omitted or suffered to be taken by it in its best
professional judgment, in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement, or in accordance with specific directions or
instructions from the Fund, 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 Subadvisor's
willful misfeasance, bad faith or gross negligence, a violation of the
standard of care established by and applicable to the Subadvisor in its
actions under this Agreement or a breach of its duty or of its
obligations hereunder (provided, however, that the foregoing shall not
be construed to protect the Subadvisor from liability under the Act,
other federal or state securities laws or common law).
9. Confidentiality. Subject to the duty of the Subadvisor to comply with
applicable law, including any demand of any regulatory or taxing
authority having jurisdiction, the parties hereto shall treat as
confidential all information pertaining to the Series and the actions
of the Subadvisor and the Fund in respect thereof.
Subadvisor may disclose the investment performance of the Series
provided that such disclosure does not reveal the identity of the
Advisor, the Fund or the Series. Subadvisor may, however, disclose that
the Advisor and the Series are its clients, provided that such
disclosure does not reveal the investment performance or composition of
the Series.
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 Subadvisor shall notify the Advisor 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 Advisor to consider whether an
assignment as defined in Section 2(a)(4) of the Act will occur and to
take the steps it deems necessary.
11. Representations, Warranties and Agreements of the Subadvisor. The
Subadvisor represents, warrants and agrees that:
A. It is registered as an "investment adviser" under the Advisers
Act.
B. It will maintain, in the form and for the period required by
Rule 31a-2 under the Act, the records and information required by
paragraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10) and (f) of Rule
31a-1 under the Act respecting its activities with respect to the
Series, and such other records with respect thereto relating to the
services the Subadvisor provides under this Agreement as may be
required in the future by applicable SEC rules. The records maintained
by the Subadvisor hereunder shall be the property of the Fund and
surrendered promptly upon request.
C. It has a written code of ethics complying with the
requirements of Rule 17j-l under the Act and will provide the Advisor
with a copy of its code of ethics and evidence of its adoption for
approval by the Fund's Trustees. All material changes to the code of
ethics shall likewise be promptly furnished to the Advisor for approval
by the Fund's Trustees. Subadvisor acknowledges receipt of the written
code of ethics adopted by and on behalf of the Fund. The Subadvisor
shall be subject to its code of ethics and shall not be subject to any
other code of ethics, including the code of ethics of the Fund or the
Advisor. Within 10 days of the end of each
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calendar quarter while this Agreement is in effect, a duly authorized
compliance officer of the Subadvisor shall certify to the Fund and to
the Advisor that the Subadvisor has complied with the requirements of
Rule 17j-l during the previous calendar quarter and that there has been
no violation of its code of ethics or if such a violation has occurred,
that appropriate action was taken in response to such violation. The
Subadvisor shall permit the Fund and Advisor to examine the reports
required to be made by the Subadvisor under Rule 17j-l(c)(1) and this
subparagraph.
D. It will use all necessary efforts to manage the Series so that
the Fund will qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code.
E. It will furnish the Advisor a copy of its Form ADV as filed
with the Securities and Exchange Commission.
F. It will be responsible for the preparation and filing of
Schedule 13G and Form 13F reflecting the Fund's securities holdings as
part of the Subadvisor's overall holdings.
G. Reference is hereby made to the Declaration of Trust dated
February 18, 1986, 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 or hereafter so filed with the Secretary of the Commonwealth of
Massachusetts and elsewhere as required by law. The name Phoenix Edge
Series Fund refers to the Trustees under said Declaration of Fund, as
Trustees and not personally, and no Trustee, shareholder, officer,
agent or employee of the Fund shall be held to any personal liability
in connection with the affairs of the Fund; only the Fund estate under
said Declaration of Trust is liable. Without limiting the generality of
the foregoing, neither the Subadvisor nor any of its officers,
directors, partners, shareholders or employees shall, under any
circumstances, have recourse or cause or willingly permit recourse to
be had directly or 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. Representations, Warranties and Agreements of the Advisor. The Advisor
represents, warrants and agrees that:
A. It has the power and has taken all necessary action, and has
obtained all necessary licenses, authorizations and approvals, to
execute this Agreement, which constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms.
B. It is registered as an "investment adviser" under the
Advisers Act.
C. It will deliver to the Subadvisor true and complete
copies of the Prospectus, Statement of Additional Information, and such
other documents or instruments governing the investments and investment
policies and practices of the Series, and during the term of this
Agreement will promptly deliver to the Subadvisor true and complete
copies of all documents and instruments supplementing, amending, or
otherwise becoming such Fund Documents before or at the time they
become effective.
D. It will deliver to the Subadviser any limitations imposed upon
the Fund as a result of relevant diversification requirements under the
provisions of Section 817(h) of the Internal Revenue Code of 1986, as
amended.
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E. It will furnish or otherwise make available to the Subadvisor
such other information relating to the business affairs of the Fund as
the Subadvisor at any time, or from time to time, reasonably requests
in order to discharge its obligations hereunder.
13. Reports. The Subadvisor shall provide the Advisor such periodic and
special reports as the Advisor may reasonably request. The Subadvisor
agrees that such records are the property of the Fund, and shall be
made reasonably available for inspections, and by the Fund or to the
Advisor as agent of the Fund, and promptly upon request surrendered to
either. The Subadvisor is authorized to supply the Fund's independent
accountants, PricewaterhouseCoopers LLP, or any successor accountant
for the Fund, any information that they may request in connection with
the Fund.
14. Proxies. Subadviser will be responsible for exercising voting rights on
all securities held by the Series, and the Advisor shall cause the
Custodian to forward promptly to Subadvisor all proxies upon receipt,
so as to afford Subadvisor a reasonable amount of time in which to
determine how to vote such proxies.
15. Recordkeeping. The Subadviser will assist the recordkeeping agent for
the Fund in determining or confirming the value of any securities or
other assets in the Series for which the recordkeeping agent seeks
assistance from or identifies for review by the Advisor. The parties
agree that, consistent with applicable law, the Advisor will not bear
responsibility for the determination of value of any such securities or
other assets.
16. Amendment. This Agreement may be amended at any time, but only by
written agreement between the Subadvisor and the Advisor, which
amendment, other than amendments to Schedules 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.
17. Effective Date; Term. This Agreement shall become effective on the date
set forth on the first page of this Agreement. Unless terminated as
hereinafter provided, this Agreement shall remain in full force and
effect until ___________, ____, and 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.
18. Notices. All notices or other communications required of permitted to
be given hereunder shall be in writing and shall be delivered or sent
by pre-paid first class letter post to the following addresses or to
such other address as the relevant addressee shall hereafter notify for
such purpose to the others by notice in writing and shall be deemed to
have been given at the time of delivery.
If to the Advisor: PHOENIX VARIABLE ADVISORS
One American Row
Hartford, Connecticut
Attention: _________________
If to the Subadviser: Sanford C. Bernstein & Co., Inc.
767 Fifth Avenue
New York, New York 10153
Attention: J. Philip Clark
With a copy to: Kevin Brine,
Senior Vice President
(at the above address)
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19. Termination. This Agreement may be terminated by either party, without
penalty, immediately upon written notice to the other party in the
event of a breach of any provision thereof by the party so notified, or
otherwise, 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 hereto to the other party.
20. 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.
21. 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 VARIABLE ADVISORS
By:
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Title:
ACCEPTED:
SANFORD C. BERNSTEIN & CO., INC.
By:
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Title:
SCHEDULES: A. Subadvisor Functions
B. Operational Procedures
C. Fee Schedule
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SCHEDULE A
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SUBADVISOR FUNCTIONS
With respect to managing the investment and reinvestment of the Series
assets, the Subadvisor 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 Advisor;
(b) Implementation of the investment program for the Series based
upon the foregoing criteria;
(c) Quarterly reports, in form and substance acceptable to the
Advisor, with respect to: i) compliance with the Subadvisor's
code of ethics; ii) compliance with procedures adopted from
time to time by the Trustees of the Fund relative to
securities eligible for resale under Rule 144A under the
Securities Act of 1933, as amended; iii) diversification of
Series assets in accordance with the then prevailing
prospectus and statement of additional information pertaining
to the Series and governing laws; iv) compliance with
governing restrictions relating to the fair valuation of
securities for which market quotations are not readily
available or considered "illiquid" for the purposes of
complying with the Series limitation on acquisition of
illiquid securities; v) any and all other reports reasonably
requested in accordance with or described in this Agreement;
and, vi) the implementation of the Series investment program,
including, without limitation, analysis of Series performance;
(d) Attendance by appropriate representatives of the Subadvisor at
meetings requested by the Advisor or Trustees at such time(s)
and location(s) as reasonably requested by the Advisor or
Trustees; and
(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 as may be reasonably requested by the Advisor.
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SCHEDULE B
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OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of
information to be supplied to [NAME OF CUSTODIAN] (the "Custodian"), the
custodian for the Fund.
The Subadvisor 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 8:30 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 Subadvisor daily with a cash availability report. This
will normally be done by telex so that the Subadvisor will know the amount
available for investment purposes.
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SCHEDULE C
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SUBADVISORY FEE
For services provided to the Fund pursuant to paragraph 3 hereof, the
Advisor will pay to the Subadvisor, on or before the 10th day of each month, a
fee, payable in arrears, at the annual rate of
0.80% of net assets
The fees shall be prorated for any month during which this agreement is in
effect for only a portion of the month. In computing the fee to be paid to the
Subadvisor, the net asset value of the Fund and each Series shall be valued as
set forth in the then current registration statement of the Fund.
In accordance with the Subadvisor's fee and discount policies, clients with
managed assets of $10 million or more who have two or more accounts invested in
different investment management services in the same asset category will receive
a 10% reduction in fees on the smaller account(s) in that asset category.
Clients with an account of $25 million or more receive a 10% discount on smaller
individually managed related accounts in other asset categories. For this
purpose, equity services are considered a separate asset category and
fixed-income services are considered a separate asset category. The economic
value of such reductions may be applied by a client to any of the accounts in
the asset category eligible for such reductions, as provided above.
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