As filed with the Securities and Exchange Commission on April 30, 2009
Registration Nos. 033-05033
811-04642
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No. |
¨ |
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Post-Effective Amendment No. 57 |
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and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
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Amendment No. 59 |
x |
(check appropriate box or boxes)
The Phoenix Edge Series Fund
(Exact Name of Registrant as Specified in Charter)
c/o CT Corporate Systems
155 Federal Street, Boston, Massachusetts 02110
(Address of Principal Executive Offices) (zip code)
Variable Products Operations
Phoenix Life Insurance Company
800/541-0171
(Registrants Telephone Number, including Area Code)
John H. Beers, Esq.
Phoenix Life Insurance Company
One American Row
Hartford, CT 06102-5056
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: as soon as practicable after the effective date of the Registration Statement.
It is proposed that this filing will become effective (check appropriate box):
| ¨ | immediately upon filing pursuant to paragraph (b) |
| x | on May 1, 2009 pursuant to paragraph (b), or |
| ¨ | 60 days after filing pursuant to paragraph (a)(1) |
| ¨ | on ( ) pursuant to paragraph (a)(1) |
| ¨ | 75 days after filing pursuant to paragraph (a)(2) |
| ¨ | on ( ) pursuant to paragraph (a)(2) of Rule 485 |
If appropriate, check the following box:
| ¨ | this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
PART A
THE PHOENIX-ABERDEEN INTERNATIONAL SERIES
| PROSPECTUS | May 1, 2009 |
The Phoenix-Aberdeen International Series (the Series) is a series of an open-end management investment company with an investment objective of high total return consistent with reasonable risk.
Shares of the Series are not directly offered to the public and are currently offered through certain separate accounts (separate accounts) to fund variable accumulation annuity contracts and variable universal life insurance policies (collectively, contracts, and individually, contract) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (collectively, the insurance companies). You invest in the Series only by buying a contract and directing the allocation of your payment(s) to the investment option (sometimes known as a subaccount) corresponding to the Series. The investment option, in turn, invests in shares of the Series.
Shares of the Series are offered only where they may lawfully be offered. You should rely only on the information contained in this document or in one that this document refers you to. The Series has not authorized anyone to provide you with information that is different.
An investment in the Series is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
This prospectus describes the Series and provides important information you should know before investing in the Series. You should read this prospectus carefully and keep it for future reference.
The Series is a separate investment portfolio or series of the Phoenix Edge Series Fund (the Trust), which currently consists of eighteen such portfolios. The portfolios of the Trust other than the Series are not discussed in this prospectus.
These securities have not been approved or disapproved by the Securities and Exchange Commission (SEC), nor has the SEC determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
| If you have any questions, please contact: |
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Phoenix Life Insurance Company | ||
| PO Box 8027 | ||||
| Boston, MA 02266-8027 | ||||
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Tel. 800/541-0171 | |||
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| Other Investment Strategies and Risks | 6 | |
| Management of the Series | 7 | |
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| More About the Trust and the Series | 8 | |
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| Investing in the Series | 10 | |
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| Litigation Matters | 11 | |
| Financial Highlights | 12 | |
| 2 | The Phoenix-Aberdeen International Series |
Phoenix-Aberdeen International Series
Investment Objective
High total return consistent with reasonable risk.
Principal Investment Strategies
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The Series invests in a diversified portfolio of securities of non-U.S. issuers, including companies, governments, governmental agencies and international organizations, which may be denominated in foreign currencies. The Series may invest in any region of the world. Under normal circumstances, the Series will invest at least 80% of its assets in non-U.S. issuers located in not less than three countries. From time to time, the Series may have more than 25% of its assets invested in any major industrial or developed country. |
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The Series will invest primarily in common stocks of established non-U.S. companies believed to have potential for capital growth, income or both. The Series may invest in any amount for capital growth or for income. In determining whether assets will be invested for capital growth or for income, the subadvisor will analyze the international equity and fixed-income markets and assess the degree of risk and level of return that can be expected from each market. |
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Country and geographic allocations are based on such economic, monetary and political factors as: |
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prospects for relative economic growth among countries; |
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expected levels of inflation; |
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government policies influencing business decisions; |
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relative price levels of the various capital markets; |
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the outlook for currency relationships; and |
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the range of individual investment opportunities available. |
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Although the Series intends to invest primarily in established companies, it may invest in securities of issuers of any size, and in countries with either developed or emerging markets. As of December 31, 2008, the market capitalization range for the Series' equity securities was $1 billion to $150 billion. |
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Within the designated country allocations, the subadvisor uses primary research to select individual securities for investment based on factors such as industry growth, management strength and treatment of minority shareholders, financial soundness, market share, company valuation and earnings strength. |
Principal Risks
The Series investments are subject generally to market risk and the risk of selecting underperforming securities and asset classes, which may adversely affect the Series and lead to loss of principal.
Other principal risks of investing in the Series, which could adversely affect its net asset value, yield and total return, are:
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Concentration Risk |
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Foreign Investment Risk |
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Emerging Market Risk |
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Foreign Currency Risk |
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Equity Securities Risk |
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Larger Market Capitalization Risk |
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Market Risk |
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Securities Selection Risk |
The following is a description of each of these principal risks. A description of other risks that may affect the Series is included below under Other Investment Strategies and Risks.
Concentration Risk. The Series may concentrate in a single country and, thus, may be more susceptible to any single economic, market, political or regulatory occurrence that specifically affects that country. The Series may be especially sensitive to economic and market factors and risks that specifically affect a country. Additionally, some countries could be subject to greater government regulation than others. Therefore, changes in regulatory policies for those countries may have a material effect on the value of securities issued by companies in those countries. As a result, the value of the share price of the Series may fluctuate more widely than the value of shares of an international mutual fund that invests in a broader range of countries. The countries in which the Series may invest more heavily will vary.
Foreign Investment Risk . Foreign investments could be more difficult to sell than U.S. investments. They also may subject the Series to risks different from investing in domestic securities. Investments in foreign securities involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders. In addition, investment in emerging-market countries presents risks in greater degree than those presented by investment in foreign issuers in countries with developed securities markets and more advanced regulatory systems.
Some foreign securities are issued by companies organized outside the United States and are traded only or primarily in trading markets outside the United States. These foreign securities can be subject to most, if not all, of the risks of foreign investing. Some foreign securities are issued by companies organized outside the United States but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, American Depositary Receipts and shares of some large foreign-based companies are traded on principal U.S. exchanges. Other securities are not traded in the United States but are denominated in U.S. dollars. These securities are not subject to all the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar-denominated securities traded in U.S. securities markets.
Emerging Market Risk. Investment in less-developed countries whose markets are still emerging generally presents risks in greater degree than those presented by investment in foreign issuers based in countries with developed securities markets and more advanced regulatory systems. Prior governmental approval of foreign investments may be required
| The Phoenix-Aberdeen International Series | 3 |
under certain circumstances in some developing countries, and the extent of foreign investment in domestic companies may be subject to limitation in other developing countries. The charters of individual companies in developing countries may impose limitations on foreign ownership to prevent, among other concerns, violation of foreign investment limitations.
The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been (and may continue to be) adversely affected by economic conditions in these countries.
Foreign Currency Risk. The Series invests in securities denominated in foreign currencies. Changes in foreign exchange rates will affect the value of those securities denominated or quoted in currencies other than the U.S. dollar. The forces of supply and demand in the foreign exchange markets determine exchange rates and these forces are in turn affected by a range of economic, political, financial, governmental and other factors. Exchange rate fluctuations can affect the Series net asset value (share price) and dividends either positively or negatively depending upon whether foreign currencies are appreciating or depreciating in value relative to the U.S. dollar. Exchange rates fluctuate over both the short and long terms. In addition, when certain foreign countries experience economic difficulties, there is an increased risk that the foreign government may impose restrictions on the free exchange of its currency.
Equity Securities Risk. In general, prices of equity securities are more volatile than those of fixed-income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example).
Larger Market Capitalization Risk . Companies with large capitalizations go in and out of favor based on market and economic conditions. Larger companies tend to be less volatile than companies with smaller market capitalizations. In exchange for this potentially lower risk, the value of the Series may not rise as much as the value of a fund that emphasizes companies with smaller market capitalizations.
Market Risk. The value of your shares is based on the market value of the Series investments. However, the value of the Series investments that support your share value can decrease as well as increase. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. If your financial circumstances are likely to require you to sell your shares at any particular time, rather than holding them indefinitely, you run the risk that your sale of shares will occur when share values have declined.
The value of the Series investments can decrease for a number of reasons. For example, changing economic conditions
may cause a decline in the value of many or most investments. Particular industries can face poor market conditions for their products or services so that companies engaged in those businesses do not perform as well as companies in other industries. Interest rate changes may improve prospects for certain types of businesses and they may worsen prospects for others. Share values also can decline if the specific companies selected for investment fail to perform as expected, regardless of general economic trends, industry trends, interest rates and other economic factors. When companies owned by the Series encounter negative conditions they may be unable to continue to pay dividends or interest at expected levels.
Securities Selection Risk. There is the possibility that the specific securities held by the Series will underperform the securities held by other funds in the same asset class or the benchmark that is representative of the general performance of the asset class because of the subadvisors choice of portfolio securities.
Temporary Defensive Strategy
In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the Series may temporarily hold all or a portion of its assets in cash (U.S. dollars, foreign currencies or multi-national currency units), money market instruments, shares of affiliated money market funds, or high-quality debt instruments. As a result, the Series may not achieve its investment objectives.
Calendar Year Annual Total Return
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series performance from year to year over a 10-year period. The table shows how the Series average annual returns compare to those of a broad-based securities market index and a more narrowly based benchmark that reflects the market sectors in which the Series invests. The Series past performance is not necessarily an indication of how the Series will perform in the future. The Series returns in the chart and table do not reflect the deduction of any separate account or contract charges. The returns would have been less than those shown if such charges were deducted. During the 10-year period shown in the chart, the highest return for a quarter was 19.48% (quarter ended December 1999) and the lowest return for a quarter was -22.03% (quarter ended September 2002).
| 4 | The Phoenix-Aberdeen International Series |
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Average Annual Total Returns
(for the period ended 12/31/08) |
1 Year | 5 Years | 10 Years | |||
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Phoenix-Aberdeen International Series |
-38.98% | 5.05% | 1.76% | |||
| MSCI EAFE ® Index 1 | -43.06% | 2.10% | 1.18% | |||
| S&P 500 ® Index 2 | -37.00% | -2.19% | -1.38% |
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1 |
The MSCI EAFE ® Index is a free float-adjusted market capitalization index that measures developed foreign market equity performance, excluding the U.S. and Canada. The index is calculated on a total return basis with gross dividends reinvested. |
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The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. |
The indices are unmanaged and not available for direct investment;
Series Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Series. The table and the example do not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher. Investors should consult the contract prospectus for more information.
Annual Series Operating Expenses (expenses that are deducted from Series assets)
| Management Fees | 0.75% | |
| Distribution and/or Service (12b-1) Fees | None | |
| Other Expenses | 0.27% | |
| Total Annual Series Operating Expenses 1 | 1.02% | |
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The figures shown in the table are based on actual expenses paid during the last fiscal year. Expenses are likely to be higher for the current fiscal year given lower asset levels. |
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.30% of the Series average net assets. This expense limitation agreement is effective through April 30, 2010.
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same, but that the contractual expense reimbursement is in effect only during the first year. The example does not reflect contract fees and charges, and if it did, the costs shown would be higher.
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
| Phoenix-Aberdeen International Series | $102 | $318 | $552 | $1,225 |
Management of the Series
The Advisor and Subadvisor
Phoenix Variable Advisors, Inc. (PVA) has served as the investment advisor to the Series since August 1, 2007. Prior to that date, Virtus Investment Advisers, Inc. (formerly known as Phoenix Investment Counsel, Inc.) served as the investment advisor. Aberdeen Asset Management Inc. (Aberdeen) is the subadvisor to the Series and is responsible for its day-to-day portfolio management. You will find more information about PVA and Aberdeen in the Management of the Trust section of the prospectus. The SAI provides additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Series.
| The Phoenix-Aberdeen International Series | 5 |
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears under Principal Investment Strategies above. The information below describes other investment strategies that the Series may use and their risks, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI.
One or more of the following risks may apply to the Series indirectly through its investments in other investment companies, including exchange traded funds (ETFs). The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Cash Investments
When the subadvisor believes that market conditions are unfavorable for profitable investing, or is otherwise unable to locate attractive investment opportunities, the Series cash or similar investments may increase. In other words, the Series may not always stay fully invested in stocks. When the Series investments in cash or similar investments increase, it may not participate in market advances or declines to the same extent that it would if the Series was more fully invested in stocks.
Derivative Investments
The Series may, but need not, enter into various instruments that derive their values from those of specific securities, indexes, currencies or other points of reference for both hedging and non-hedging purposes. Derivatives include, but are not limited to, futures, options, forward contracts, swaps, and structured notes. These derivatives may be used to hedge against the economic impact of adverse changes in the market value of portfolio securities because of changes in securities market prices, interest rates or currencies. The Series engages in derivatives transactions primarily for hedging purposes. The Series may also use derivatives as part of its overall investment technique to gain or lessen exposure to various securities, markets and currencies. The Series may also use derivative transactions for certain nonhedging purposes, such as seeking to enhance returns.
The Series may invest up to an aggregate of 5% of its total assets in exchange-traded or over-the-counter call and put options on securities, securities indexes and foreign currencies.
Immediately after entering into a futures contract for the receipt or delivery of a security, the value of the securities called for by all of the Series futures contracts (both for receipt and delivery) will not exceed 10% of its total assets.
As a registered investment company, the Series is subject to the Investment Company Act of 1940, related rules, and related SEC and SEC staff positions. Therefore, with respect to certain derivatives, the Series must set aside (referred to sometimes as asset segregation) liquid assets or engage in other SEC or SEC staff approved measures while the derivative contracts are open. For example, with respect to forward commitments and futures contracts that are not contractually required to cash settle, the Series must cover its open positions by setting aside liquid assets equal to the contracts full notional value. With respect to
forward commitments and futures contracts that are required to cash settle, however, the Series is permitted to set aside liquid assets in an amount equal to the Series daily mark to market (net) obligations if any (i.e., the Series daily liability if any) rather than the notional value.
Derivatives, including those used to manage risk, are themselves subject to risks of the different markets in which they trade and, therefore, may not serve their intended purpose. These investments may not protect the Series from losses, they may decrease overall return, and they could, in unusual circumstances, expose the Series to losses that could be unlimited. The Series performance may be worse than if it did not make such investments.
If the prices for derivatives and prices in the cash market do not correlate as expected or if expectations about interest rate, exchange rate or general market movements are incorrect, a Series returns may be lower than they would have been if it did not invest in these securities. There is also a risk that the market for reselling derivatives may be limited or nonexistent. A Series could incur unlimited losses if it cannot liquidate its derivatives investments. Decisions about the nature and timing of derivative transactions may result in losses when other investors decisions about the same derivatives result in gains. In addition, some derivatives are subject to the risk that the counterparty to such transaction may not perform as expected.
Equity Equivalent Investments
Equity equivalents include stock index futures contracts and publicly traded index securities. Stock index futures contracts are agreements whereby two parties agree to take or make delivery of an amount of cash based on the value of an index on a specified future date. Investment in index futures contracts allows an investor to participate in the performance of the index without the costs of buying the stocks comprising the index. Equity equivalents may be used for several purposes: (i) to simulate full investment in the underlying index while retaining a cash balance for fund management purposes; (ii) to facilitate trading; (iii) to reduce transaction costs; or (iv) to seek higher investment returns where an equity equivalent is priced more attractively than securities in the index.
Growth Stock Investment Risk
The Series may invest in growth stocks. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing companys growth of earnings potential. Also, because growth stocks typically make little or no dividend payments to shareholders, investment return is based on a stocks capital appreciation, making return more dependent on market increases and decreases. Growth stocks are therefore more volatile than non-growth stocks to market changes, tending to rise faster when markets rise and drop more sharply when markets fall. Growth investing will typically underperform when value investing is in favor.
Illiquid Securities
The Series may invest up to 15% of its assets in illiquid securities. An illiquid investment is a security or other position
| 6 | The Phoenix-Aberdeen International Series |
that cannot be disposed of quickly in the normal course of business. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as restricted securities). Securities owned by the Series that are not liquid may be difficult to sell because there may be no active markets for resale and fewer potential buyers. This can make illiquid investments more likely than other types of investments to lose value. In extreme cases it may be impossible to resell them and they can become almost worthless to the Series.
Interest Rate Risk (for income-producing equity securities)
Income producing equity securities may react like fixed-income securities to changes in interest rates. Thus, when interest rates rise, the prices of income-producing equity securities may fall. Conversely, a decrease in interest rates may cause these securities to increase in value.
Investments in Other Investment Companies and Exchange Traded Funds
The Series may invest in securities of other investment companies, including shares of closed-end investment companies, unit investment trusts, and open-end investment companies. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management fees and operating expenses. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value. Others are continuously offered at net asset value, but may also be traded in the secondary market.
The Series may invest in other investment companies to take advantage of investment opportunities in certain countries where the Series otherwise would not be able to invest or where the size of a Series investment in a particular country would be too small.
The Series may also acquire exchange-traded funds or similar securities in order to achieve market or industry exposure pending direct investments in equity securities. An exchange-traded fund is an investment company the shares of which are continuously offered at net asset value only in large aggregations, but are traded on an exchange in smaller amounts.
Assets invested in other investment companies incur a layering of expenses including operating costs, advisory fees and administrative fees that investors in the Series will indirectly bear.
Over-the-Counter Risk
Over-the-counter (OTC) transactions involve risks in addition to those associated with transactions in securities traded on exchanges. OTC-listed companies may have limited product lines, markets or financial resources. Many OTC stocks trade less frequently and in smaller volume than exchange-listed stocks. The values of these stocks may be more volatile than exchange-listed stocks, and the Series may experience difficulty in buying and selling these stocks at prevailing market prices.
Small and Medium Market Capitalization Risk
The Series may invest in
companies with small and medium capitalizations, which would make the Series more volatile than funds that invest exclusively in companies with larger capitalizations. The smaller companies may be affected to a greater extent than larger companies
by changes in general economic conditions and conditions in particular industries. Smaller companies also may be relatively new and not have the same operating history and track record as larger companies. This could make future
performance of smaller companies more difficult to predict. Companies with small capitalization are often companies in industries that have recently emerged due to cultural, economic, regulatory or technological developments. Such developments can
have a significant positive or negative effect on small capitalization companies and their stock performance. Given the limited operating history and rapidly changing fundamental prospects, investment returns from smaller capitalization companies
can be highly volatile. Smaller companies may find their ability to raise capital impaired by their size or lack of operating history. Product lines are often less diversified and subject to competitive threats. Smaller capitalization stocks are
Value Investing Risk
The Series may invest in value stocks. Value stocks are those which are believed to be undervalued in comparison to their peers due to adverse business developments or other factors. The value approach to investing involves the risk that the value of the security will not be recognized for an unexpectedly long period of time, and the risk that the security judged to be undervalued may actually be appropriately priced or even overvalued due to fundamental problems not yet apparent. Value oriented stock will typically underperform when growth investing is in favor.
Volatility Risk
This is the risk that performance will be affected by unanticipated events (e.g., significant earnings shortfalls or
PVA is the investment advisor to the Series.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, PVA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. PVA, with the approval of the Trusts Board of Trustees, has selected Aberdeen, to serve as subadvisor and perform the day-to-day management of the Series. Aberdeen, subject to the supervision of PVA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
PVA serves as a manager of managers of the Series. In this capacity, PVA: (i) sets the Series overall investment strategies;
| The Phoenix-Aberdeen International Series | 7 |
(ii) evaluates, selects, and recommends to the Board one or more subadvisors needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisors investment programs and results as well as the performance of the subadvisors relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and PVA have received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which PVA is permitted, subject to supervision and approval of the Trusts Board of Trustees, to enter into and materially amend subadvisory agreements without such agreements being approved by the shareholders of the Series. The Trust and PVA therefore have the right to hire, terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PVA has the ultimate responsibility to oversee the subadvisors and recommend their hiring, termination, and replacement.
PVA began operations as an investment advisor in 1999 and replaced a PVA affiliate as investment advisor to the Series in 2007. Serving as the investment advisor for the series of the Trust is PVAs sole business activity. As of December 31, 2008, PVA had $1.67 billion in assets under management. PVA is located at One American Row, Hartford, Connecticut 06102-5056.
Aberdeen is the subadvisor to
the Series. Aberdeen is a wholly owned subsidiary of Aberdeen Asset Management PLC which was founded in 1983 and through subsidiaries operating worldwide, provides investment management services to other mutual fund portfolios, unit investment
trusts, segregated pension funds and other institutional and private portfolios. As of December 31, 2008, Aberdeen Asset Management PLC, and its advisory subsidiaries, had approximately $158 billion in assets under management. Aberdeen Asset
Fees and Expenses Paid by the Series
For the fiscal year ended December 31, 2008, the Series paid PVA a fee for the investment advisory services it performed at an annual percentage rate of 0.75% of the average daily net assets of the Series.
From its investment advisory fee, PVA, not the Series, pays Aberdeen for the management services it provides to the Series. (Please see the SAI for more information on subadvisory fees.)
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such
expenses exceed 0.30% of the Series average net assets. This expense limitation agreement is effective through April 30, 2010.
The Series is managed by Aberdeens Global Equity Team of investment professionals. The Series is managed by a team approach. Listed below are four key members of the global team. The team members are all based in Edinburgh, Scotland. The Global Equity Team uses Aberdeens regional specialists around the world who formulate a best ideas list, which is the global equity buy list. The team operates in an open-plan environment with collective responsibility for investment decisions/ideas.
Stephen Docherty. Mr. Docherty has served on the Series portfolio management team since 2000. Mr. Docherty joined Aberdeen Asset Management PLC in 1994 and has been head of global equities since 2003. He is responsible for all matters relating to the management of global equity funds.
Bruce Stout. Mr. Stout has served on the Series portfolio management team since 2000. Mr. Stout joined Aberdeen Asset Management PLC in 2000 and serves as a Senior Fund Manager. Since 2000, he has been a Senior Fund Manager on the global team.
Andrew McMenigall. Mr. McMenigall has served on the Series portfolio management team since 2003. Mr. McMenigall joined Aberdeen Asset Management PLC in 2003 and serves as a Senior Fund Manager on the global team.
Jamie Cumming, CFA. Mr. Cumming has served on the Series portfolio management team since 2003. Mr. Cumming joined Aberdeen Asset Management PLC in 2003 and currently serves as an investment manager on the global equity team.
Jeremy Whitley. Mr. Whitley has served on the Series portfolio team since 2007. Mr. Whitley joined Aberdeen Asset Management PLC in 2003 and serves as a senior investment manager on the global equity team.
All investment decisions are made by the team as a whole and not by any one individual. Aberdeen does not employ separate research analysts. Instead, the investment managers combine the roles of analysis with portfolio management. Each member of the team has sector and portfolio responsibilities such as day-to-day monitoring of liquidity. (Note that managers do not take investment decisions unilaterally.) The overall result of this matrix approach is a high degree of cross-coverage, leading to a deeper understanding of the companies in which the team invests.
More About the Trust and the Series
The Trust was organized as a Massachusetts business trust on February 18, 1986. The Trusts business and affairs are managed by its Board of Trustees.
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All
| 8 | The Phoenix-Aberdeen International Series |
voting rights of the separate accounts as shareholders are passed through to the contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the separate accounts as shareholders of a Massachusetts business trust such as the Trust may be liable for debts or claims against the Trust. The Declaration of Trust provides that shareholders shall not be subject to any personal liability for the acts or obligations of the Trust and that every written agreement, undertaking or obligation made or issued by the Trust shall contain a provision to that effect. The Declaration of Trust provides for indemnification out of the Trusts property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of the separate accounts, as shareholders, incurring loss because of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Insurance Companies are the sole shareholders of the Trust, and contract owners and policy owners are fully and completely insulated from the risk of personal liability.
The Trust intends for the Series to qualify as a regulated investment company (a RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of Federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in
the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any Federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the contracts, please see the contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
| v |
dilution of the interests of long-term investors, if market timers or others transfer into a fund at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
| v |
an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
| v |
increased brokerage and administrative expenses. |
Because the Series invests primarily in international securities, it may be more susceptible to pricing arbitrage opportunities than a fund that invests primarily in domestic securities as a result of time zone differences between the closing of international and domestic markets.
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the Insurance Companies and not the contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by contract owners. Therefore, under the Trusts policies, the Trust delegates to each Insurance Company the duty to establish and maintain policies and procedures designed to
| The Phoenix-Aberdeen International Series | 9 |
detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the Insurance Company may deem necessary to discourage or reduce Disruptive Trading activities. An Insurance Company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each Insurance Company under which the Insurance Companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each Insurance Company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the Insurance Companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Shares of the Series are not available to the public directly. Although shares of the Series are owned by the Separate Accounts, contract owners and policy owners do have indirect voting rights with respect to those shares, as described in the prospectus under Shares of Beneficial Interest. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an Insurance Company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate Insurance Company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined with no sales load.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the contracts or
Determination of Net Asset Value
The net asset value per share of the Series is determined as of the close of regular trading of the NYSE on days when the NYSE is open for trading. Since the Series does not price
securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series net asset value may be significantly affected on days when an investor has no access to the Series. The net asset value per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the net asset value of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to materially change the net asset value, then the instrument would be valued using fair value considerations by the Board or its delegates.
Shares of other investment companies are valued at their respective net asset values. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series net asset value.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Net Asset Value: The liabilities are deducted from the assets of the Series. The resulting amount for the Series is then divided by the number of shares outstanding of that Series to produce the net asset value per share.
| 10 | The Phoenix-Aberdeen International Series |
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the advisor/subadvisor, reflect the securitys market value; (vii) foreign securities subject to trading collars for which none or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the companys financial statements; (v) recent news about the security or issuer; (vi) changes in interest rates; (vii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (viii) whether two or more dealers with whom the advisor regularly effects trades are willing to purchase or sell the security at comparable prices; (ix) other news events or relevant matters; and (x) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is also available in the SAI.
Legal Proceedings about the Series and PVA and/or its Affiliates
The Trust is not involved in any litigation or arbitration. PVA and/or its insurance affiliates (Phoenix) are regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming Phoenix as a defendant ordinarily involves our activities as an insurer, investor, or taxpayer. Phoenix believes that the outcomes of any pending litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on Phoenix's consolidated financial condition. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on Phoenix's results of operations or cash flows in particular quarterly or annual periods.
| The Phoenix-Aberdeen International Series | 11 |
The financial highlights table provided below is intended
to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost)
on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This
information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and
Phoenix-Aberdeen International Series
|
Year Ended December 31, |
|||||||||||||||||||
|
2008 |
2007 |
2006 |
2005 |
2004 |
|||||||||||||||
|
Net asset value, beginning of period |
$19.14 | $ | 17.80 | $ | 14.29 | $ | 12.54 | $ | 10.66 | ||||||||||
|
Income from investment operations |
|||||||||||||||||||
|
Net investment income (loss) |
0.40 | 1 | 0.40 | 1 | 0.33 | 1 | 0.46 | 1 | 0.23 | ||||||||||
|
Net realized and unrealized gain (loss) |
(7.57 | ) | 2.25 | 3.53 | 1.86 | 1.96 | |||||||||||||
|
Total from investment operations |
(7.17 | ) | 2.65 | 3.86 | 2.32 | 2.19 | |||||||||||||
|
Less distributions |
|||||||||||||||||||
|
Dividends from net investment income |
(0.31 | ) | (0.30 | ) | (0.35 | ) | (0.57 | ) | (0.31 | ) | |||||||||
|
Dividends from net realized gains |
(0.71 | ) | (1.01 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | |||||||||
|
Total distributions |
(1.02 | ) | (1.31 | ) | (0.35 | ) | (0.57 | ) | (0.31 | ) | |||||||||
|
Change in net asset value |
(8.19 | ) | 1.34 | 3.51 | 1.75 | 1.88 | |||||||||||||
|
Net asset value, end of period |
$10.95 | $ | 19.14 | $ | 17.80 | $ | 14.29 | $ | 12.54 | ||||||||||
|
Total return |
(38.98 | )% | 14.94 | % | 27.37 | % | 18.57 | % | 20.78 | % | |||||||||
|
Ratios/supplemental data: |
|||||||||||||||||||
|
Net assets, end of period (thousands) |
$319,937 | $501,913 | $421,281 | $190,634 | $180,668 | ||||||||||||||
|
Ratio to average net assets of: |
|||||||||||||||||||
|
Net operating expenses |
1.00 | % | 0.98 | % | 1.01 | % | 1.06 | % | 1.05 | % | |||||||||
|
Gross operating expenses |
1.00 | % | 0.98 | % | 1.01 | % | 1.06 | % | 1.05 | % | |||||||||
|
Net investment income |
2.56 | % | 2.10 | % | 2.06 | % | 3.56 | % | 2.12 | % | |||||||||
|
Portfolio turnover |
33 | % | 34 | % | 56 | % | 44 | % | 48 | % | |||||||||
|
1 |
Computed using average shares outstanding. |
| 12 | The Phoenix-Aberdeen International Series |
The SAI dated May 1, 2009 for the Trust, which includes additional information about the Series, is incorporated by reference into this prospectus. Additional information about the Series investments is available in the Series annual and semi-annual reports to shareholders. The annual report discusses market conditions and investment strategies that significantly affected the Series performance during its last fiscal year. To obtain the SAI, the annual report, semi-annual report and other information without charge and to make shareholder inquires, call the Trust at (800) 541-1071 or visit the Trusts Internet site at http://www.phoenixwm.phl.com/public/products/regulatory/index.jsp.
Information about the Series (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C. Reports and other information about the Series are available on the EDGAR Database on the Commissions Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-0102 or by electronic request at the following E-mail address: publicinfo@sec.gov. You can call 202-942-8090 for information on the Public Reference Rooms operations and copying charges.
Investment Company Act File No.: 811-04642
| The Phoenix-Aberdeen International Series | 13 |
THE PHOENIX CAPITAL GROWTH SERIES
| PROSPECTUS | May 1, 2009 |
The Phoenix Capital Growth Series (the Series) is a series of an open-end management investment company with an investment objective of long term growth of capital.
Shares of the Series are not directly offered to the public and are currently offered through certain separate accounts (separate accounts) to fund variable accumulation annuity contracts and variable universal life insurance policies (collectively, contracts, and individually, contract) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (collectively, the insurance companies). You invest in the Series only by buying a contract and directing the allocation of your payment(s) to the investment option (sometimes known as a subaccount) corresponding to the Series. The investment option, in turn, invests in shares of the Series.
Shares of the Series are offered only where they may lawfully be offered. You should rely only on the information contained in this document or in one that this document refers you to. The Series has not authorized anyone to provide you with information that is different.
An investment in the Series is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
This prospectus describes the Series and provides important information you should know before investing in the Series. You should read this prospectus carefully and keep it for future reference.
The Series is a separate investment portfolio or series of the Phoenix Edge Series Fund (the Trust), which currently consists of eighteen such portfolios. The portfolios of the Trust other than the Series are not discussed in this prospectus.
These securities have not been approved or disapproved by the Securities and Exchange Commission (SEC), nor has the SEC determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
| If you have any questions, please contact: |
|
Phoenix Life Insurance Company | ||
| PO Box 8027 | ||||
| Boston, MA 02266-8027 | ||||
|
|
Tel. 800/541-0171 | |||
| The Phoenix Capital Growth Series | 1 |
| Heading | Page | |
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| Phoenix Capital Growth Series | 3 | |
| Other Investment Strategies and Risks | 6 | |
| Management of the Series | 8 | |
| 8 | ||
| 8 | ||
| 8 | ||
| 8 | ||
| More About the Trust and the Series | 8 | |
| 8 | ||
| Heading | Page | |
| 9 | ||
| 9 | ||
| 9 | ||
| Investing in the Series | 10 | |
| 10 | ||
| 10 | ||
| 10 | ||
| Litigation Matters | 11 | |
| Financial Highlights | 12 | |
| 2 | The Phoenix Capital Growth Series |
Investment Objective
Long-term growth of capital.
Principal Investment Strategies
| v |
The Series normally invests at least 80% of its net assets in stocks of large capitalization companies, which it defines as those with a market capitalization greater than $3 billion at the time of purchase. The Series seeks to generate a return that is greater than the average return for stocks in the Russell 1000 Growth Index. The Series seeks to reduce risk by diversifying among many companies, sectors and industries. |
| v |
The subadvisor employs a disciplined investment strategy when selecting growth stocks. Using fundamental research and a catalyst-driven approach, it seeks to buy large capitalization companies with strong historical and prospective earning growth that, in the judgment of the subadviser, have a reasonable market valuation relative to their expected long term growth rate. The catalyst-driven approach involves examining companies for the presence of potential catalysts for growth, which may include: |
| |
new product development; |
| |
management changes; |
| |
demographic shifts; |
| |
regulatory changes; and |
| |
mergers, acquisitions and corporate reorganizations. |
The subadvisor then looks to analyze the significance of the catalyst to determine whether or not the company demonstrates the necessary qualities for inclusion in the portfolio.
| v |
The subadvisor follows a disciplined selling strategy and may sell a stock when: |
| |
an expected catalyst does not materialize; |
| |
a catalysts impact is below expectations; |
| |
the fundamental picture for the company or industry deteriorates; |
| |
more attractive alternatives are available at better valuation levels; |
| |
the subadvisor believes that the stock has become fully valued; and |
| |
the position grows too large relative to the rest of the portfolio. |
Principal Risks
The Series investments are subject generally to market risk and the risk of selecting underperforming securities and asset classes, which may adversely affect the Series and lead to loss of principal.
The principal risks of investing in the Series, which could adversely affect its net asset value, yield and total return, are:
| v |
Equity Securities Risk |
| v |
Growth Stock Investment Risk |
| v |
Larger Market Capitalization Risk |
| v |
Market Risk |
| v |
Portfolio Turnover Risk |
| v |
Securities Selection Risk |
The following is a description of each of these principal risks. A description of other risks that may affect the Series is included below under Other Investment Strategies and Risks.
Equity Securities Risk. In general, prices of equity securities are more volatile than those of fixed-income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example).
Growth Stock Investment Risk. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing companys growth of earnings potential. Also, because growth stocks typically make little or no dividend payments to shareholders, investment return is based on a stocks capital appreciation, making return more dependent on market increases and decreases. Growth stocks are therefore more volatile than non-growth stocks, tending to rise faster when markets rise and drop more sharply when markets fall. Growth investing will typically underperform when value investing is in favor.
Larger Market Capitalization Risk. Companies with large capitalizations go in and out of favor based on market and economic conditions. Larger companies tend to be less volatile than companies with smaller market capitalizations. In exchange for this potentially lower risk, the value of the Series may not rise as much as the value of a fund that emphasizes companies with smaller market capitalizations.
Market Risk. The value of your shares is based on the market value of the Series investments. However, the value of the Series investments that support your share value can decrease as well as increase. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. If your financial circumstances are likely to require you to sell your shares at any particular time, rather than holding them indefinitely, you run the risk that your sale of shares will occur when share values have declined.
The value of the Series investments can decrease for a number of reasons. For example, changing economic conditions may cause a decline in the value of many or most investments. Particular industries can face poor market conditions for their products or services so that companies engaged in those businesses do not perform as well as companies in other
| The Phoenix Capital Growth Series | 3 |
industries. Interest rate changes may improve prospects for certain types of businesses and they may worsen prospects for others. Share values also can decline if the specific companies selected for investment fail to perform as expected, regardless of general economic trends, industry trends, interest rates and other economic factors. When companies owned by the Series encounter negative conditions they may be unable to continue to pay dividends or interest at expected levels.
Portfolio Turnover Risk. The Series may, consistent with its investment policies, purchase and sell securities without regard to the effect on portfolio turnover. High portfolio turnover (e.g. over 100%) involves correspondingly greater expenses to the Series, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and reinvestments in other securities. The trading costs associated with portfolio turnover may adversely affect the Series performance.
Securities Selection Risk. There is the possibility that the specific securities held by the Series will underperform the securities held by other funds in the same asset class or the benchmark that is representative of the general performance of the asset class because of the subadvisors choice of portfolio securities.
Calendar Year Annual Total Return
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series total return performance from year to year over a 10-year period. The table shows how the Series average annual returns compare to those of a broad-based securities market index and a more narrowly based benchmark that reflects the market sectors in which the Series invests. The Series past performance is not necessarily an indication of how the Series will perform in the future. Neuberger Berman Management LLC became subadvisor of the Series on September 15, 2008, and was not responsible for the performance of the Series prior to that time. The Series returns in the chart and table do not reflect the deduction of any separate account or contract charges. The returns would have been less than those shown if such charges were deducted. During the 10-year period shown in the chart, the highest return for a quarter was 26.53% (quarter ended December 1999) and the lowest return for a quarter was -29.19% (quarter ended September 2001).
|
Average Annual Total Returns
(for the period ended 12/31/08) |
1 Year | 5 Years | 10 Years | |||
| Phoenix Capital Growth Series | -40.78% | -5.92% | -6.90% | |||
| Russell 1000 ® Growth Index 1 | -38.44% | -3.42% | -4.27% | |||
| S&P 500 ® Index 2 | -37.00% | -2.19% | -1.38% |
|
1 |
The Russell 1000 ® Growth Index is a market capitalization-weighted index of growth-oriented stocks of the 1,000 largest companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. |
|
2 |
The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. |
The indices are unmanaged and not available for direct investment;
Series Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Series. The table and the example do not include any fees or sales charges under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher. Investors should consult the contract prospectus for more information.
Annual Series Operating Expenses (expenses that are deducted from the Series assets)
| Management Fees | 0.70% | |
| Distribution and/or Service (12b-1) Fees | None | |
| Other Expenses | 0.25% | |
| Total Annual Series Operating Expenses 1 | 0.95% | |
|
1 |
The figures shown in the table are based on actual expenses paid during the last fiscal year. Expenses are likely to be higher for the current fiscal year given lower asset levels. |
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.25% of the Series average net assets). This expense limitation agreement is effective through April 30, 2010.
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series operating expenses remain the same. The example does not reflect contract fees and charges, and if it did, the costs shown would be higher.
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
| Phoenix Capital Growth Series | $96 | $300 | $520 | $1,155 |
| 4 | The Phoenix Capital Growth Series |
Management of the Series
The Advisor and Subadvisor
Phoenix Variable Advisors, Inc. (PVA) is the investment advisor to the Series. Neuberger Berman Management LLC (Neuberger) is the subadvisor to the Series and is responsible for its day-to-day portfolio management. You will find more
information about PVA and Neuberger in the Management of the Trust section of this prospectus. The Trusts Statement of Additional Information (SAI) provides additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Series.
| The Phoenix Capital Growth Series | 5 |
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears under Principal Investment Strategies above. The information below describes other investment strategies that the Series may use and their risks, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI.
The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Cash Investments
When the subadvisor believes that market conditions are unfavorable for profitable investing, or is otherwise unable to locate attractive investment opportunities, the Series cash or similar investments may increase. In other words, the Series may not always stay fully invested in stocks. When the Series investments in cash or similar investments increase, it may not participate in market advances or declines to the same extent that it would if the Series was more fully invested in stocks.
Equity Equivalent Investments
Equity equivalents include stock index futures contracts and publicly traded index securities. Stock index futures contracts are agreements whereby two parties agree to take or make delivery of an amount of cash based on the value of an index on a specified future date. Investment in index futures contracts allows an investor to participate in the performance of the index without the costs of buying the stocks comprising the index. Equity equivalents may be used for several purposes: (i) to simulate full investment in the underlying index while retaining a cash balance for fund management purposes; (ii) to facilitate trading; (iii) to reduce transaction costs; or (iv) to seek higher investment returns where an equity equivalent is priced more attractively than securities in the index.
Foreign Investments
The Series may invest in foreign securities. Foreign investments could be more difficult to sell than U.S. investments. They also may subject the Series to risks different from investing in domestic securities. Investments in foreign securities involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders.
Some foreign securities are issued by companies organized outside the United States and are traded only or primarily in trading markets outside the United States. These foreign securities can be subject to most, if not all, of the risks of foreign investing. Some foreign securities are issued by companies organized outside the United States but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, American Depositary Receipts and shares of some
large foreign-based companies are traded on principal U.S. exchanges. Other securities are not traded in the United States but are denominated in U.S. dollars. These securities are not subject to all the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar-denominated securities traded in U.S. securities markets.
Emerging Market Investment Risk. The Series may invest in companies located in emerging market countries and regions. Investment in less developed countries whose markets are still developing generally presents risks in greater degree than those presented by investment in foreign issuers based in countries with developed securities markets and more advanced regulatory systems. Prior governmental approval of foreign investments may be required under certain circumstances in some developing countries, and the extent of foreign investment in domestic companies may be subject to limitation in other developing countries. The charters of individual companies in developing countries may impose limitations on foreign ownership to prevent, among other concerns, violation of foreign investment limitations.
The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been (and may continue to be) adversely affected by economic conditions in these countries.
Foreign Currency Risk.
The Series may invest in securities denominated in foreign
currencies. Changes in foreign exchange rates will affect the value of those securities denominated or quoted in currencies other than the U.S. dollar. The forces of supply and demand in the foreign exchange markets determine exchange rates and
these forces are in turn affected by a range of economic, political, financial, governmental and other factors. Exchange rate fluctuations can affect the Series net asset value (share price) and dividends either positively or negatively
depending upon whether foreign currencies are appreciating or depreciating in value relative to the U.S. dollar. Exchange rates fluctuate over both the short and long terms. In addition, when certain foreign countries experience economic
Government Securities Investment Risk
Obligations issued or guaranteed by the U.S. Government, its agencies, authorities and instrumentalities only guarantee or insure principal and interest will be timely paid to holders of the securities. The entities do not guarantee that the value of the obligations will increase, and the value of these obligations may decrease due to interest rate changes or for other reasons. In addition, not all U.S. Government securities are backed by the full faith and credit of the United States.
Illiquid Securities
The Series may invest up to 15% of its assets in illiquid securities. An illiquid investment is a security or other position
| 6 | The Phoenix Capital Growth Series |
that cannot be disposed of quickly in the normal course of business. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as restricted securities). Securities owned by the Series that are not liquid may be difficult to sell because there may be no active markets for resale and fewer potential buyers. This can make illiquid investments more likely than other types of investments to lose value. In extreme cases it may be impossible to resell them and they can become almost worthless to the Series.
Initial Public Offerings
The Series may invest in equity securities in Initial Public Offerings (IPOs), which typically have less available public information. Investment returns from IPOs may be highly volatile, may be subject to varying patterns of trading volume and these securities may, at times, be difficult to sell. In addition, from time to time, the Series may purchase IPOs and then immediately sell them. This practice will increase portfolio turnover rates and may increase costs, which may negatively affect Series performance.
Interest Rate Risk (for income-producing equity securities)
Income producing equity securities may react like fixed-income securities to changes in interest rates. Thus, when interest rates rise, the prices of income-producing equity securities may fall. Conversely, a decrease in interest rates may cause these securities to increase in value.
Over-the-Counter Risk
Over-the-counter (OTC) transactions involve risks in addition to those associated with transactions in securities traded on exchanges. OTC-listed companies may have limited product lines, markets or financial resources. Many OTC stocks
trade less frequently and in smaller volume than exchange-listed stocks. The values of these stocks may be more volatile than exchange-listed stocks, and the Series may experience difficulty in buying and selling these stocks at prevailing market
REIT Investment Risk
The Series may invest in Real Estate Investment Trusts (REITs). REITs are pooled investment vehicles which invest primarily in income-producing real estate or real estate related loans. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs also can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.
Investing in REITs involves the risks generally associated with the real estate industry. Risks associated with the real estate industry in general include: (i) possible declines in the value of real estate; (ii) risks related to general and local economic conditions; (iii) possible lack of availability of mortgage funds; (iv) overbuilding; (v) extended vacancies of properties;
(vi) increases in competition, property taxes and operating expenses; (vii) changes in zoning laws; (viii) costs of clean-up of and liability for environmental problems; (ix) casualty or condemnation losses; (x) uninsured damages from flood, earthquakes or other natural disasters; (xi) limitations on and variations in rents; (xii) dependency on property management skill; (xiii) the appeal of properties to tenants; and (xiv) changes in interest rates.
Investing in REITs also involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent on the quality of management skills, are not diversified, and are subject to the risks of financing projects.
If the Series invests in new or unseasoned REIT issuers, it may be difficult or impossible for the Series to ascertain the value of the REITs underlying assets, management capabilities and growth prospects. REITs whose underlying assets include long-term health care projects, such as nursing, retirement and assisted living homes may be affected by federal regulations concerning the health care industry.
REITs (especially mortgage REITs) are subject to interest rate risks. When interest rates decline, the value of a REITs investment in fixed rate obligations usually rises. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. On the other hand, since interest rates on adjustable rate mortgage loans are reset periodically, yields on a REITs investment in such loans will gradually align themselves to current market interest rates. The value of such investments fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
In addition, investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be more subject to abrupt or erratic price movements than larger capitalization stocks included in the S&P 500 Index.
Small and Medium Market Capitalization Risk
The Series may invest in companies with small and medium capitalizations, which would make the Series more volatile than funds that invest exclusively in companies with larger capitalizations. The smaller companies may be affected to a greater extent than larger companies by changes in general economic conditions and conditions in particular industries. Smaller companies also may be relatively new and not have the same operating history and track record as larger companies. This could make future performance of smaller companies more difficult to predict. Companies with small capitalization are often companies in industries that have recently emerged due to cultural, economic, regulatory or technological developments. Such developments can have a significant positive or negative effect on small capitalization companies and their stock performance. Given the limited operating history and rapidly
| The Phoenix Capital Growth Series | 7 |
changing fundamental prospects, investment returns from smaller capitalization companies can be highly volatile. Smaller companies may find their ability to raise capital impaired by their size or lack of operating history. Product lines are often less diversified and subject to competitive threats. Smaller capitalization stocks are subject to varying patterns of trading volume and may, at times, be difficult to sell.
Volatility Risk
This is the risk that performance will be affected by unanticipated events (e.g., significant earnings shortfalls or gains, war, or political events) that cause major price changes in individual securities or market sectors.
PVA is the investment advisor to the Phoenix Capital Growth Series.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, PVA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. PVA, with the approval of the Trusts Board of Trustees, has selected Neuberger, which is not affiliated with PVA, to serve as subadvisor and perform the day-to-day management of the Series. Neuberger, subject to the supervision of PVA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
PVA serves as a manager of managers of the Series. In this capacity, PVA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisors needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisors investment programs and results as well as the performance of the subadvisors relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and PVA have received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which PVA is permitted, subject to supervision and approval of the Trusts Board of Trustees, to enter into and materially amend subadvisory agreements without such agreements being approved by the shareholders of the Series. The Trust and PVA therefore have the right to hire, terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PVA has the ultimate responsibility to oversee the subadvisors and recommend their hiring, termination, and replacement.
PVA began operations as an investment advisor in 1999 and replaced a PVA affiliate as investment advisor to the Series in 2007. Serving as the investment advisor to the series of the Trust is PVAs sole business activity. As of December 31, 2008, PVA
had $1.67 billion in assets under management. PVA is located at One American Row, Hartford, Connecticut 06102-5056.
Neuberger is the subadvisor to the Series and is located at 605 Third Avenue, 21
st
Floor, New York, NY 10158-0180. Neuberger and its affiliates continue an asset management business that began in 1939 and, as of December 31, 2008, had approximately $165 billion in
Fees and Expenses Paid by the Series
For the fiscal year ended December 31, 2008, the Series paid PVA a fee for the investment advisory services it performed at an annual percentage rate of 0.70% of the average daily net assets of the Series.
From its investment advisory fee, PVA, not the Series, pays Neuberger for the management services it provides to the Series. (Please see the SAI for more information on subadvisory fees.)
The Trust has entered into an expense limitation agreement
with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in
connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.25% of the Series average net assets). This expense limitation agreement is effective through
Neubergers Large Cap Disciplined Growth team is responsible for the day-to-day management of the assets of the Series. Key team members are:
| v |
Daniel Rosenblatt is a Managing Director and Portfolio Manager of Neuberger. He joined Neuberger in 1990 and has been a portfolio manager of the Series since Neuberger became Subadvisor to the Series in September 2008. |
| v |
John J. Barker is a Managing Director and Portfolio Manager. He joined Neuberger in 1994 and has been a portfolio manager of the Series since September 2008. |
| v |
Daniel J. Fletcher, CFA is a Managing Director and Portfolio Manager. He joined Neuberger in 2004 and has been a portfolio manager of the Series since September 2008. Prior to joining Neuberger, he spent nine years as an Equity Research Analyst and Product Manager at Lehman Brothers. |
| v |
Lawrence K. Fisher is a Managing Director and Portfolio Manager. He joined Neuberger in 1998 and has been a portfolio manager of the Series since September 2008. |
More About the Trust and the Series
The Trust was organized as a Massachusetts business trust on February 18, 1986. The Trusts business and affairs are managed by its Board of Trustees.
| 8 | The Phoenix Capital Growth Series |
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the separate accounts as shareholders of a Massachusetts business trust such as the Trust may be liable for debts or claims against the Trust. The Declaration of Trust provides that shareholders shall not be subject to any personal liability for the acts or obligations of the Trust and that every written agreement, undertaking or obligation made or issued by the Trust shall contain a provision to that effect. The Declaration of Trust provides for indemnification out of the Trusts property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of the separate accounts, as shareholders, incurring loss because of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Insurance Companies are the sole shareholders of the Trust, and contract owners and policy owners are fully and completely insulated from the risk of personal liability.
The Trust intends for the Series to qualify as a regulated investment company (a RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved
of Federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any Federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the contracts, please see the contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
| v |
dilution of the interests of long-term investors, if market timers or others transfer into a fund at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
| v |
an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
| v |
increased brokerage and administrative expenses. |
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the Insurance Companies and not the contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by contract owners. Therefore, under the Trusts policies, the Trust delegates to each Insurance Company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents)
| The Phoenix Capital Growth Series | 9 |
whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the Insurance Company may deem necessary to discourage or reduce Disruptive Trading activities. An Insurance Company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each Insurance Company under which the Insurance Companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each Insurance Company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the Insurance Companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Shares of the Series are not available to the public directly. Although shares of the Series are owned by the Separate Accounts, contract owners and policy owners do have indirect voting rights with respect to those shares, as described in the prospectus under Shares of Beneficial Interest. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an Insurance Company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate Insurance Company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined with no sales load.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the contracts or policies are described in the contract prospectuses, as are other charges.
Determination of Net Asset Value
The net asset value per share of the Series is determined as of the close of regular trading of the NYSE on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, the net asset value of any foreign assets of the Series may be significantly affected on days when an investor has no access to
the Series. The net asset value per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the net asset value of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to materially change the net asset value, then the instrument would be valued using fair value considerations by the Board or its delegates.
Shares of other investment companies are valued at their respective net asset values. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series net asset value.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Net Asset Value: The liabilities are deducted from the assets of the Series. The resulting amount for the Series is then divided by the number of shares outstanding of that Series to produce the net asset value per share.
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such
| 10 | The Phoenix Capital Growth Series |
pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the advisor/subadvisor, reflect the securitys market value; (vii) foreign securities subject to trading collars for which none or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the companys financial statements; (v) recent news about the security or issuer; (vi) changes in interest rates; (vii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (viii) whether two or more dealers with whom the advisor regularly effects trades are willing to purchase or sell the security at comparable prices; (ix) other news events or relevant matters; and (x) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is also available in the SAI.
Legal Proceedings about the Series and PVA and/or its Affiliates
The Trust is not involved in any litigation or arbitration. PVA and/or its insurance affiliates (Phoenix) are regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming Phoenix as a defendant ordinarily involves our activities as an insurer, investor, or taxpayer. Phoenix believes that the outcomes of any pending litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on Phoenix's consolidated financial condition. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on Phoenix's results of operations or cash flows in particular quarterly or annual periods.
| The Phoenix Capital Growth Series | 11 |
The financial highlights table provided below is intended
to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost)
on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This
information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and
Phoenix Capital Growth Series
|
Year Ended December 31, |
||||||||||||||||||||
|
2008 |
2007 |
2006 |
2005 |
2004 |
||||||||||||||||
|
Net asset value, beginning of period |
$ | 16.81 | $ | 15.21 | $ | 14.77 | $ | 14.25 | $ | 13.69 | ||||||||||
|
Income from investment operations |
||||||||||||||||||||
|
Net investment income (loss) |
0.01 | 1 | 0.04 | 1 | 0.04 | 1 | 0.01 | 1 | 0.11 | |||||||||||
|
Net realized and unrealized gain (loss) |
(6.87 | ) | 1.60 | 0.43 | 0.52 | 0.57 | ||||||||||||||
|
Total from investment operations |
(6.86 | ) | 1.64 | 0.47 | 0.53 | 0.68 | ||||||||||||||
|
Less distributions |
||||||||||||||||||||
|
Dividends from net investment income |
(0.00 | ) 2 | (0.04 | ) | (0.03 | ) | (0.01 | ) | (0.12 | ) | ||||||||||
|
Total distributions |
(0.00 | ) | (0.04 | ) | (0.03 | ) | (0.01 | ) | (0.12 | ) | ||||||||||
|
Change in net asset value |
(6.86 | ) | 1.60 | 0.44 | 0.52 | 0.56 | ||||||||||||||
|
Net asset value, end of period |
$ 9.95 | $ | 16.81 | $ | 15.21 | $ | 14.77 | $ | 14.25 | |||||||||||
|
Total return |
(40.78 | )% | 10.75 | % | 3.22 | % | 3.71 | % | 4.97 | % | ||||||||||
|
Ratios/supplemental data: |
||||||||||||||||||||
|
Net assets, end of period (thousands) |
$203,188 | $400,612 | $435,126 | $462,402 | $565,515 | |||||||||||||||
|
Ratio to average net assets of: |
||||||||||||||||||||
|
Operating expenses |
0.94 | % | 0.91 | % | 0.92 | % | 0.89 | % | 0.87 | % | ||||||||||
|
Net investment income |
0.08 | % | 0.22 | % | 0.25 | % | 0.06 | % | 0.72 | % | ||||||||||
|
Portfolio turnover |
164 | % | 88 | % | 182 | % | 73 | % | 50 | % | ||||||||||
|
1 |
Computed using average shares outstanding. |
|
2 |
Less than .005%. |
| 12 | The Phoenix Capital Growth Series |
The SAI dated May 1, 2009 for the Trust, which includes additional information about the Series, is incorporated by reference into this prospectus. Additional information about the Series investments is available in the Series annual and semi-annual reports to shareholders. The annual report discusses market conditions and investment strategies that significantly affected the Series performance during its last fiscal year. To obtain the SAI, the annual report, semi-annual report and other information without charge and to make shareholder inquires, call the Trust at (800) 541-1071 or visit the Trusts Internet site at http://www.phoenixwm.phl.com/public/products/regulatory/index.jsp.
Information about the Series (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C. Reports and other information about the Series are available on the EDGAR Database on the Commissions Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-0102 or by electronic request at the following E-mail address: publicinfo@sec.gov. You can call 202-942-8090 for information on the Public Reference Rooms operations and copying charges.
Investment Company Act File No.: 811-04642
| The Phoenix Capital Growth Series | 13 |
THE PHOENIX-DUFF & PHELPS REAL ESTATE SECURITIES SERIES
| PROSPECTUS | May 1, 2009 |
The Phoenix-Duff & Phelps Real Estate Securities Series (the Series) is a series of an open-end management investment company with an investment objective of capital appreciation and income with approximately equal emphasis.
Shares of the Series are not directly offered to the public and are currently offered through certain separate accounts (separate accounts) to fund variable accumulation annuity contracts and variable universal life insurance policies (collectively, contracts, and individually, contract) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (collectively, the insurance companies). You invest in the Series only by buying a contract and directing the allocation of your payment(s) to the investment option (sometimes known as a subaccount) corresponding to the Series. The investment option, in turn, invests in shares of the Series.
Shares of the Series are offered only where they may lawfully be offered. You should rely only on the information contained in this document or in one that this document refers you to. The Series has not authorized anyone to provide you with information that is different.
An investment in the Series is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
This prospectus describes the Series and provides important information you should know before investing in the Series. You should read this prospectus carefully and keep it for future reference.
The Series is a separate investment portfolio or series of the Phoenix Edge Series Fund (the Trust), which currently consists of eighteen such portfolios. The portfolios of the Trust other than the Series are not discussed in this prospectus.
These securities have not been approved or disapproved by the Securities and Exchange Commission (SEC), nor has the SEC determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
| If you have any questions, please contact: |
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Phoenix Life Insurance Company | ||
| PO Box 8027 | ||||
| Boston, MA 02266-8027 | ||||
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Tel. 800/541-0171 | |||
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| Other Investment Strategies and Risks | 6 | |
| Management of the Series | 7 | |
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| More About the Trust and the Series | 8 | |
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| Investing in the Series | 9 | |
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| Litigation Matters | 11 | |
| Financial Highlights | 12 | |
| 2 | The Phoenix-Duff & Phelps Real Estate Securities Series |
Phoenix-Duff & Phelps Real Estate Securities Series
Investment Objective
Capital appreciation and income with approximately equal emphasis.
Principal Investment Strategies
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Under normal circumstances, the Series invests at least 80% of its assets in publicly traded real estate investment trusts (REITs) and companies that are principally engaged in the real estate industry. REITs are pooled investment vehicles that invest primarily in income-producing real estate or real estate related loans. The Series intends to emphasize investment in equity REITs, which invest the majority of their assets directly in real property and derive income primarily from the collection of rents. The Series does not make direct investments in real estate. The Series policy of investing 80% of its assets in REITs and other real estate related securities is not fundamental and, therefore, may be changed without shareholder approval, but only upon 60 days written notice to shareholders. The REITs and other real estate related securities in which the Series may invest may be of any market capitalization and the Series is not subject to any limitation regarding the market capitalization of its investments. |
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In determining whether an issuer is principally engaged in the real estate industry, the subadvisor seeks companies which derive at least 50% of their gross revenues or net profits from the ownership, development, construction, financing, management or sale of commercial, industrial or residential real estate. |
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The subadvisor uses a blended approach in its security selection process, combining a pursuit of growth and value. Securities are selected using a two-tiered screening process. First the advisor screens the universe of eligible securities for those that it believes offer the potential for initial appreciation, continued dividend growth and that show signs the issuer is an efficient user of capital. Securities that survive this screening are further evaluated based on interviews and fundamental research that focus on the issuers strength of management and property, financial and performance reviews. |
Principal Risks
The Series investments are subject generally to market risk and the risk of selecting underperforming securities and asset classes, which may adversely affect the Series and lead to loss of principal.
Because the Series invests in real estate securities, the value of its shares will fluctuate in response to changes in economic conditions within the real estate industry. Risks associated with
the direct ownership of real estate and with the real estate industry in general include: (i) possible declines in the value of real estate; (ii) risks related to general and local economic conditions; (iii) possible lack of availability of mortgage funds; (iv) overbuilding; (v) extended vacancies of properties; (vi) increases in competition, property taxes and operating expenses; (vii) changes in zoning laws; (viii) costs of clean-up of and liability for environmental problems; (ix) casualty or condemnation losses; (x) uninsured damages from flood, earthquakes or other natural disasters; (xi) limitations on and variations in rents; (xii) dependency on property management skill; (xiii) the appeal of properties to tenants; and (xiv) changes in interest rates.
Other principal risks of investing in the Series, which could adversely affect its net asset value, yield and total return, are:
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Concentration Risk |
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Equity Securities Risk |
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Larger Market Capitalization Risk |
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Market Risk |
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Non-Diversification Risk |
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Securities Selection Risk |
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Small and Medium Market Capitalization Risk |
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REIT Investment Risk |
The following is a description of each of these principal risks. A description of other risks that may affect the Series is included below under Other Investment Strategies and Risks.
Concentration Risk. Because the Series concentrates in a single industry, it may be more susceptible to any single economic, market, political or regulatory occurrence that specifically affects that industry. The investment portfolio of the Series may be especially sensitive to economic and market factors and risks that specifically affect the real estate industry. Changes in regulatory policies for the real estate industry may have a material effect on the value of securities issued by companies in that industry. Furthermore, a fund that invests a substantial portion of its assets in one industry or sector may have greater risk because companies in that industry or sector may share common characteristics and may react similarly to market developments. As a result, the value of the share price of the Series may fluctuate more widely than the value of shares of a fund that invests in a broader range of industries.
Equity Securities Risk. In general, prices of equity securities are more volatile than those of fixed-income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example).
Larger Market Capitalization Risk. Companies with large capitalizations go in and out of favor based on market and economic conditions. Larger companies tend to be less volatile
| The Phoenix-Duff & Phelps Real Estate Securities Series | 3 |
than companies with smaller market capitalizations. In exchange for this potentially lower risk, the value of the Series may not rise as much as the value of a fund that emphasizes companies with smaller market capitalizations.
Market Risk. The value of your shares is based on the market value of the Series investments. However, the value of the Series investments that support your share value can decrease as well as increase. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. If your financial circumstances are likely to require you to sell your shares at any particular time, rather than holding them indefinitely, you run the risk that your sale of shares will occur when share values have declined.
The value of the Series investments can decrease for a number of reasons. For example, changing economic conditions may cause a decline in the value of many or most investments. Particular industries can face poor market conditions for their products or services so that companies engaged in those businesses do not perform as well as companies in other industries. Interest rate changes may improve prospects for certain types of businesses and they may worsen prospects for others. Share values also can decline if the specific companies selected for investment fail to perform as expected, regardless of general economic trends, industry trends, interest rates and other economic factors. When companies owned by the Series encounter negative conditions they may be unable to continue to pay dividends or interest at expected levels.
Non-Diversification Risk. The Series is classified as non-diversified under federal securities laws, which means that it may invest in a smaller number of issuers than a diversified company. Therefore, the Series is more susceptible to any single economic, political or regulatory event affecting those issuers than is a diversified portfolio of a comparable size.
REIT Investment Risk. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. As is noted above, equity REITs (in which the Series emphasizes its investment) invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs also can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.
Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent on the quality of management skills, are generally not diversified, and are subject to the risks of financing projects.
If the Series invests in new or unseasoned REIT issuers, it may be difficult or impossible for the Series to ascertain the REITs management capabilities and growth prospects, or the value of its underlying assets. REITs whose underlying assets include long-term health care projects, such as nursing,
retirement and assisted living homes may be affected by federal regulations concerning the health care industry.
REITs (especially mortgage REITs) are subject to interest rate risks. When interest rates decline, the value of a REITs investment in fixed rate obligations usually rises. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. On the other hand, since interest rates on adjustable rate mortgage loans are reset periodically, yields on a REITs investment in such loans will gradually align themselves to current market interest rates. The value of such investments fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
In addition, investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be more subject to abrupt or erratic price movements than larger capitalization stocks included in the S&P 500 Index.
Securities Selection Risk. There is the possibility that the specific securities held by the Series will underperform the securities held by other funds in the same asset class or the benchmark that is representative of the general performance of the asset class because of the subadvisors choice of portfolio securities.
Small and Medium Market Capitalization Risk. The Series may invest in companies with small and medium capitalizations, which would make the Series more volatile than funds that invest exclusively in companies with larger capitalizations. The smaller companies may be affected to a greater extent than larger companies by changes in general economic conditions and conditions in particular industries. Smaller companies also may be relatively new and not have the same operating history and track record as larger companies. This could make future performance of smaller companies more difficult to predict. Companies with small capitalization are often companies in industries that have recently emerged due to cultural, economic, regulatory or technological developments. Such developments can have a significant positive or negative effect on small capitalization companies and their stock performance. Given the limited operating history and rapidly changing fundamental prospects, investment returns from smaller capitalization companies can be highly volatile. Smaller companies may find their ability to raise capital impaired by their size or lack of operating history. Product lines are often less diversified and subject to competitive threats. Smaller capitalization stocks are subject to varying patterns of trading volume and may, at times, be difficult to sell.
Temporary Defensive Strategy
In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the Series may temporarily hold all or a portion of its assets in cash (U.S. dollars, foreign currencies or multi-national currency units), money market instruments, shares of affiliated money market funds, or high-quality debt instruments. As a result, the Series may not achieve its investment objectives.
| 4 | The Phoenix-Duff & Phelps Real Estate Securities Series |
Calendar Year Annual Total Return
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series performance from year to year over a 10-year period. The table shows how the Series average annual returns compare to those of a broad-based securities market index and a more narrowly based benchmark that reflects the market sectors in which the Series invests. The Series past performance is not necessarily an indication of how the Series will perform in the future. The Series returns in the chart and table do not reflect the deduction of any separate account or contract charges. The returns would have been less than those shown if such charges were deducted. During the 10-year period shown in the chart, the highest return for a quarter was 16.65% (quarter ended December 2004) and the lowest return for a quarter was -38.56% (quarter ended December 2008).
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Average Annual Total Returns
(for the period ended 12/31/08) |
1 Year | 5 Years | 10 Years | |||
| Phoenix-Duff & Phelps Real Estate Securities Series | -36.88% | 2.48% | 9.85% | |||
| FTSE NAREIT Equity Index 1 | -37.73% | 0.91% | 7.42% | |||
| S&P 500 ® Index 2 | -37.00% | -2.19% | -1.38% |
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The FTSE NAREIT Equity REITs Index is a free-float market capitalization-weighted index measuring equity tax-qualified real estate investment trusts, which meet minimum size and liquidity criteria, that are listed on the New York Stock Exchange, the American Stock Exchange and the NASDAQ National Market System. The index is calculated on a total return basis with dividends reinvested. |
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The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. |
The indices are unmanaged and not available for direct investment;
Series Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Series. The table and the example do not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher. Investors should consult the contract prospectus for more information.
Annual Series Operating Expenses (expenses that are deducted from Series assets)
| Management Fees | 0.75% | |
| Distribution and/or Service (12b-1) Fees | None | |
| Other Expenses | 0.26% | |
| Total Annual Series Operating Expenses 1 | 1.01% | |
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1 |
The figures shown in the table are based on actual expenses paid during the last fiscal year. Expenses are likely to be higher for the current fiscal year given lower asset levels. |
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.35% of the Series average net assets. This expense limitation agreement is effective through April 30, 2010.
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same. The example does not reflect contract fees and charges, and if it did, the costs shown would be higher.
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
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Phoenix-Duff &
Phelps Real Estate Securities Series |
$103 | $322 | $558 | $1,236 |
Management of the Series
The Advisor and Subadvisor
Phoenix Variable Advisors, Inc. (PVA) has served as the investment advisor to the Series since August 1, 2007. Duff & Phelps Investment Management Company (Duff & Phelps) has served as the subadvisor to the Series since August 1, 2007, and previously served as investment advisor to the Series. Duff & Phelps is responsible for the day-to-day portfolio management of the Series. You will find more information about PVA and Duff & Phelps in the Management of the Trust section of this prospectus. The SAI provides additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Series.
| The Phoenix-Duff & Phelps Real Estate Securities Series | 5 |
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears under Principal Investment Strategies above. The information below describes other investment strategies that the Series may use and their risks, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI.
The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Cash Investments
When the subadvisor believes that market conditions are unfavorable for profitable investing, or is otherwise unable to locate attractive investment opportunities, the Series cash or similar investments may increase. In other words, the Series may not always stay fully invested in stocks. When the Series investments in cash or similar investments increase, it may not participate in market advances or declines to the same extent that it would if the Series was more fully invested in stocks.
Convertible Securities
The Series may invest in convertible securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock of the issuer at a predetermined time(s), price(s) or price formula(s). A convertible security entitles the owner to receive interest paid or accrued on a debt security or dividends paid on preferred stock until the security matures or is converted to common stock. Convertible securities typically have several investment characteristics, such as: (i) yields higher than common stocks but lower than comparable nonconvertible securities; (ii) less fluctuation in value than the underlying common stock, that is, the common stock that the investor receives if he or she converts; and (iii) the potential for capital appreciation if the market price of the underlying common stock increases.
Convertible securities may be subject to redemption at the option of the issuer. If a security is called for redemption, the Series may have to redeem the security, convert it into common stock or sell it to a third party at a price and time that is not beneficial for the Series.
Derivative Investments
The Series may, but need not, enter into various instruments that derive their values from those of specific securities, indexes, currencies or other points of reference for both hedging and non-hedging purposes. Derivatives include, but are not limited to, futures, options, forward contracts, swaps, and structured notes. These derivatives may be used to hedge against the economic impact of adverse changes in the market value of portfolio securities because of changes in securities market prices, interest rates or currencies. The Series engages in derivatives transactions primarily for hedging purposes. The Series may also use derivatives as part of its overall investment technique to gain or lessen exposure to various securities, markets and currencies. The Series may also use derivative
transactions for certain nonhedging purposes, such as seeking to enhance returns.
The Series may invest up to an aggregate of 5% of its total assets in exchange-traded or over-the-counter call and put options on securities, securities indexes and foreign currencies.
Immediately after entering into a futures contract for the receipt or delivery of a security, the value of the securities called for by all of the Series futures contracts (both for receipt and delivery) will not exceed 10% of its total assets.
As a registered investment company, the Series is subject to the Investment Company Act of 1940, related rules, and related SEC and SEC staff positions. Therefore, with respect to certain derivatives, the Series must set aside (referred to sometimes as asset segregation) liquid assets or engage in other SEC or SEC staff approved measures while the derivative contracts are open. For example, with respect to forward commitments and futures contracts that are not contractually required to cash settle, the Series must cover its open positions by setting aside liquid assets equal to the contracts full notional value. With respect to forward commitments and futures contracts that are required to cash settle, however, the Series is permitted to set aside liquid assets in an amount equal to the Series daily mark to market (net) obligations if any (i.e., the Series daily liability if any) rather than the notional value.
Derivatives, including those used to manage risk, are themselves subject to risks of the different markets in which they trade and, therefore, may not serve their intended purpose. These investments may not protect the Series from losses, they may decrease overall return, and they could, in unusual circumstances, expose the Series to losses that could be unlimited. The Series performance may be worse than if it did not make such investments.
If the prices for derivatives and prices in the cash market do not correlate as expected or if expectations about interest rate, exchange rate or general market movements are incorrect, a Series returns may be lower than they would have been if it did not invest in these securities. There is also a risk that the market for reselling derivatives may be limited or nonexistent. A Series could incur unlimited losses if it cannot liquidate its derivatives investments. Decisions about the nature and timing of derivative transactions may result in losses when other investors decisions about the same derivatives result in gains. In addition, some derivatives are subject to the risk that the counterparty to such transaction may not perform as expected.
Equity Equivalent Investments
Equity equivalents include stock index futures contracts and publicly traded index securities. Stock index futures contracts are agreements whereby two parties agree to take or make delivery of an amount of cash based on the value of an index on a specified future date. Investment in index futures contracts allows an investor to participate in the performance of the index without the costs of buying the stocks comprising the index. Equity equivalents may be used for several purposes: (i) to simulate full investment in the underlying index while retaining a cash balance for fund management purposes; (ii) to facilitate trading; (iii) to reduce transaction costs; or (iv) to seek higher
| 6 | The Phoenix-Duff & Phelps Real Estate Securities Series |
investment returns where an equity equivalent is priced more attractively than securities in the index.
Growth Stock Investment Risk
The Series may invest in growth stocks. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing companys growth of earnings potential. Also, because growth stocks typically make little or no dividend payments to shareholders, investment return is based on a stocks capital appreciation, making return more dependent on market increases and decreases. Growth stocks are therefore more volatile than non-growth stocks to market changes, tending to rise faster when markets rise and drop more sharply when markets fall. Growth investing will typically underperform when value investing is in favor.
Illiquid Securities
The Series may invest up to 15% of its assets in illiquid securities. An illiquid investment is a security or other position that cannot be disposed of quickly in the normal course of business. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as restricted securities). Securities owned by the Series that are not liquid may be difficult to sell because there may be no active markets for resale and fewer potential buyers. This can make illiquid investments more likely than other types of investments to lose value. In extreme cases it may be impossible to resell them and they can become almost worthless to the Series.
Initial Public Offerings
The Series may invest in equity securities in Initial Public Offerings (IPOs), which typically have less available public information. Investment returns from IPOs may be highly volatile, may be subject to varying patterns of trading volume and these securities may, at times, be difficult to sell. In addition, from time to time, the Series may purchase IPOs and then immediately sell them. This practice will increase portfolio turnover rates and may increase costs, which may negatively affect Series performance.
Over-the-Counter Risk
Over-the-counter (OTC) transactions involve risks in addition to those associated with transactions in securities traded on exchanges. OTC-listed companies may have limited product lines, markets or financial resources. Many OTC stocks trade less frequently and in smaller volume than exchange-listed stocks. The values of these stocks may be more volatile than exchange-listed stocks, and the Series may
Value Investing Risk
The Series may invest in value stocks. Value stocks are those which are believed to be undervalued in comparison to their peers due to adverse business developments or other factors. The value approach to investing involves the risk that the value of the security will not be recognized for an unexpectedly long period of time, and the risk that the security judged to be
undervalued may actually be appropriately priced or even overvalued due to fundamental problems not yet apparent. Value oriented stocks will typically underperform when growth investing is in favor.
Volatility Risk
This is the risk that performance will be affected by unanticipated events (e.g., significant earnings shortfalls or gains, war, or political events) that cause major price changes in individual securities or market sectors.
PVA is the investment advisor to the Series.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, PVA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. PVA, with the approval of the Trusts Board of Trustees, has selected Duff & Phelps to serve as subadvisor and perform the day-to-day management of the Series. Duff & Phelps, subject to the supervision of PVA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
PVA serves as a manager of managers of the Series. In this capacity, PVA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisors needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisors investment programs and results as well as the performance of the subadvisors relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and PVA have received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which PVA is permitted, subject to supervision and approval of the Trusts Board of Trustees, to enter into and materially amend subadvisory agreements without such agreements being approved by the shareholders of the Series. The Trust and PVA therefore have the right to hire, terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PVA has the ultimate responsibility to oversee the subadvisors and recommend their hiring, termination, and replacement.
PVA began operations as an investment advisor in 1999. Serving as the investment advisor for the series of the Trust is PVAs sole business activity. As of December 31, 2008, PVA had $1.67 billion in assets under management. PVA is located at One American Row, Hartford, Connecticut 06102-5056.
Duff & Phelps serves as subadvisor to the Series. Duff & Phelps is currently not affiliated with PVA and is a wholly-owned
| The Phoenix-Duff & Phelps Real Estate Securities Series | 7 |
subsidiary of Virtus Investment Advisers, Inc. (formerly know as Phoenix Investment Council, Inc.). Duff & Phelps provides investment management and related services to institutional investors, corporations and individuals through operating subsidiaries. Duff & Phelps also serves as investment advisor for other funds. Duff & Phelps had approximately $5.7 billion in assets under management as of December 31, 2008. Duff & Phelps is located at 200 S Wacker Dr. Suite 500, Chicago, Illinois 60606.
Fees and Expenses Paid by the Series
For the fiscal year ended December 31, 2008, the Series paid PVA a fee for the investment advisory services it performed at an annual percentage rate of 0.75% of the average daily net assets of the Series.
From its investment advisory fee, PVA, not the Series, pays Duff & Phelps for the management services it provides to the Series. (Please see the SAI for more information on subadvisory fees.)
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.35% of the Series average net assets. This expense limitation agreement is effective through April
Geoffrey P. Dybas, CFA, has served as Senior Portfolio Manager of the Series since May 2007 and Frank J. Haggerty, Jr., CFA has served as Portfolio Manager of the Series since August 2007.
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Geoffrey Dybas joined Duff & Phelps in 1995 and serves as Global Team Head and Senior Portfolio Manager and co-founder for all dedicated REIT portfolios managed by Duff & Phelps, which also include the REIT portfolio within the DNP Select Income Fund Inc., a closed-end mutual fund; the Virtus Real Estate Securities Fund and Virtus International Real Estate Securities Fund, series of Virtus Opportunities Trust; and REIT separate institutional accounts. His primary responsibilities include sharing portfolio management and trading decisions, and conducting research on the equity REIT universe. |
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Mr. Haggerty joined Duff & Phelps in 2005 and serves as Portfolio Manager and Senior REIT Analyst, providing support for the dedicated REIT products managed by Duff & Phelps. Prior to joining Duff & Phelps, Mr. Haggerty was a senior analyst and portfolio manager at ABN AMRO Asset Management for seven years. |
More About the Trust and the Series
The Trust was organized as a Massachusetts business trust on February 18, 1986. The Trusts business and affairs are managed by its Board of Trustees.
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the separate accounts as shareholders of a Massachusetts business trust such as the Trust may be liable for debts or claims against the Trust. The Declaration of Trust provides that shareholders shall not be subject to any personal liability for the acts or obligations of the Trust and that every written agreement, undertaking or obligation made or issued by the Trust shall contain a provision to that effect. The Declaration of Trust provides for indemnification out of the Trusts property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of the separate accounts, as shareholders, incurring loss because of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Insurance Companies are the sole shareholders of the Trust, and contract owners and policy owners are fully and completely insulated from the risk of personal liability.
The Trust intends for the Series to qualify as a regulated investment company (a RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved
| 8 | The Phoenix-Duff & Phelps Real Estate Securities Series |
of Federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any Federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the contracts, please see the contract prospectuses.
If the Series has rental income or income from the disposition of real property acquired as a result of a default on securities such Series may own, the receipt of such income may adversely affect its ability to retain its tax status as a RIC.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
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dilution of the interests of long-term investors, if market timers or others transfer into a fund at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
| v |
an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
| v |
increased brokerage and administrative expenses. |
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the Insurance Companies and not the contract owners, the Trust is not
ordinarily in a position to monitor for or uncover Disruptive Trading by contract owners. Therefore, under the Trusts policies, the Trust delegates to each Insurance Company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the Insurance Company may deem necessary to discourage or reduce Disruptive Trading activities. An Insurance Company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each Insurance Company under which the Insurance Companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each Insurance Company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the Insurance Companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Shares of the Series are not available to the public directly. Although shares of the Series are owned by the Separate Accounts, contract owners and policy owners do have indirect voting rights with respect to those shares, as described in the prospectus under Shares of Beneficial Interest. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an Insurance Company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate Insurance Company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined with no sales load.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the contracts or policies are described in the contract prospectuses, as are other charges.
| The Phoenix-Duff & Phelps Real Estate Securities Series | 9 |
Determination of Net Asset Value
The net asset value per share of the Series is determined as of the close of regular trading of the NYSE on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series net asset value may be significantly affected on days when an investor has no access to the Series. The net asset value per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the net asset value of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to materially change the net asset value, then the instrument would be valued using fair value considerations by the Board or its delegates.
Shares of other investment companies are valued at their respective net asset values. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series net asset value.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Net Asset Value: The liabilities are deducted from the assets of the Series. The resulting amount for the Series is then divided by the number of shares outstanding of that Series to produce the net asset value per share.
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the advisor/subadvisor, reflect the securitys market value; (vii) foreign securities subject to trading collars for which none or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the companys financial statements; (v) recent news about the security or issuer; (vi) changes in interest rates; (vii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (viii) whether two or more dealers with whom the advisor regularly effects trades are willing to purchase or sell the security at comparable prices; (ix) other news events or relevant matters; and (x) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
| 10 | The Phoenix-Duff & Phelps Real Estate Securities Series |
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is also available in the SAI.
Legal Proceedings about the Series and PVA and/or its Affiliates
The Trust is not involved in any litigation or arbitration. PVA and/or its insurance affiliates (Phoenix) are regularly involved
in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming Phoenix as a defendant ordinarily involves our activities as an insurer, investor, or taxpayer. Phoenix believes that the outcomes of any pending litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on Phoenix's consolidated financial condition. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on Phoenix's results of operations or cash flows in particular quarterly or annual periods.
| The Phoenix-Duff & Phelps Real Estate Securities Series | 11 |
The financial highlights table provided below is intended
to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost)
on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This
information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and
Phoenix-Duff & Phelps Real Estate Securities Series
|
Year Ended December 31, |
||||||||||||||||||
|
2008 |
2007 |
2006 |
2005 |
2004 |
||||||||||||||
|
Net asset value, beginning of period |
$ 26.82 | $35.60 | $ | 28.38 | $ | 26.39 | $ | 21.85 | ||||||||||
|
Income from investment operations |
||||||||||||||||||
|
Net investment income (loss) 1 |
0.56 | 1 | 0.51 | 1 | 0.45 | 1 | 0.44 | 1 | 0.56 | |||||||||
|
Net realized and unrealized gain (loss) |
(10.17 | ) | (6.00 | ) | 9.90 | 3.46 | 6.87 | |||||||||||
|
Total from investment operations |
(9.61 | ) | (5.49 | ) | 10.35 | 3.90 | 7.43 | |||||||||||
|
Less distributions |
||||||||||||||||||
|
Dividends from net investment income |
(0.37 | ) | (0.44 | ) | (0.44 | ) | (0.44 | ) | (0.59 | ) | ||||||||
|
Dividends from net realized gains |
(0.58 | ) | (2.85 | ) | (2.69 | ) | (1.47 | ) | (2.30 | ) | ||||||||
|
Total distributions |
(0.95 | ) | (3.29 | ) | (3.13 | ) | (1.91 | ) | (2.89 | ) | ||||||||
|
Change in net asset value |
(10.56 | ) | (8.78 | ) | 7.22 | 1.99 | 4.54 | |||||||||||
|
Net asset value, end of period |
$ 16.26 | $26.82 | $ | 35.60 | $ | 28.38 | $ | 26.39 | ||||||||||
|
Total return |
(36.88 | )% | (15.71 | )% | 37.07 | % | 15.10 | % | 34.69 | % | ||||||||
|
Ratios/supplemental data: |
||||||||||||||||||
|
Net assets, end of period (thousands) |
$86,199 | $135,140 | $187,922 | $137,281 | $121,985 | |||||||||||||
|
Ratio to average net assets of: |
||||||||||||||||||
|
Net operating expenses |
1.01 | % | 0.98 | % | 1.02 | % | 1.03 | % | 1.04 | % | ||||||||
|
Gross operating expenses |
1.01 | % | 0.98 | % | 1.02 | % | 1.03 | % | 1.04 | % | ||||||||
|
Net investment income |
2.33 | % | 1.50 | % | 1.37 | % | 1.62 | % | 2.39 | % | ||||||||
|
Portfolio turnover |
42 | % | 23 | % | 28 | % | 26 | % | 27 | % | ||||||||
|
1 |
Computed using average shares outstanding. |
| 12 | The Phoenix-Duff & Phelps Real Estate Securities Series |
The SAI dated May 1, 2009 for the Trust, which includes additional information about the Series, is incorporated by reference into this prospectus. Additional information about the Series investments is available in the Series annual and semi-annual reports to shareholders. The annual report discusses market conditions and investment strategies that significantly affected the Series performance during its last fiscal year. To obtain the SAI, the annual report, semi-annual report and other information without charge and to make shareholder inquires, call the Trust at (800) 541-1071 or visit the Trusts Internet site at http://www.phoenixwm.phl.com/public/products/regulatory/index.jsp.
Information about the Series (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C. Reports and other information about the Series are available on the EDGAR Database on the Commissions Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-0102 or by electronic request at the following E-mail address: publicinfo@sec.gov. You can call 202-942-8090 for information on the Public Reference Rooms operations and copying charges.
Investment Company Act File No.: 811-04642
| The Phoenix-Duff & Phelps Real Estate Securities Series | 13 |
THE PHOENIX DYNAMIC ASSET ALLOCATION SERIES: AGGRESSIVE GROWTH
| PROSPECTUS | May 1, 2009 |
The Phoenix Dynamic Asset Allocation Series: Aggressive Growth (the Series) is a series of an open-end management investment company with an investment objective of long-term capital growth.
Shares of the Series are not directly offered to the public and are currently offered through certain separate accounts (separate accounts) to fund variable accumulation annuity contracts and variable universal life insurance policies (collectively, contracts, and individually, contract) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (collectively, the insurance companies). You invest in the Series only by buying a contract and directing the allocation of your payment(s) to the investment option (sometimes known as a subaccount) corresponding to the Series. The investment option, in turn, invests in shares of the Series.
Shares of the Series are offered only where they may lawfully be offered. You should rely only on the information contained in this document or in one that this document refers you to. The Series has not authorized anyone to provide you with information that is different.
An investment in the Series is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
This prospectus describes the Series and provides important information you should know before investing in the Series. You should read this prospectus carefully and keep it for future reference.
The Series is a separate investment portfolio or series of the Phoenix Edge Series Fund (the Trust), which currently consists of eighteen such portfolios. The portfolios of the Trust other than the Series are not discussed in this prospectus.
These securities have not been approved or disapproved by the Securities and Exchange Commission (SEC), nor has the SEC determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
| If you have any questions, please contact: |
|
Phoenix Life Insurance Company | ||
| PO Box 8027 | ||||
| Boston, MA 02266-8027 | ||||
|
|
Tel. 800/541-0171 | |||
| The Phoenix Dynamic Asset Allocation Series: Aggressive Growth | 1 |
| Heading | Page | |
|
|
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| 3 | ||
| More About the Phoenix Dynamic Series | 5 | |
| Other Investment Strategies and Risks | 7 | |
| Management of the Series | 12 | |
| 12 | ||
| 12 | ||
| 12 | ||
| 13 | ||
| Distribution Plan | 13 | |
| Heading | Page | |
| More About the Trust and the Series | 13 | |
| 13 | ||
| 13 | ||
| 14 | ||
| 14 | ||
| Investing in the Series | 15 | |
| 15 | ||
| 15 | ||
| 15 | ||
| Litigation Matters | 16 | |
| Financial Highlights | 17 | |
| 2 | The Phoenix Dynamic Asset Allocation Series: Aggressive Growth |
Phoenix Dynamic Asset Allocation Series: Aggressive Growth
Investment Objective
The Series seeks long-term capital growth. This investment objective may be changed without a shareholder vote.
The Phoenix Dynamic Asset Allocation Series (the Phoenix Dynamic Series) are four separate series of the Trust, of which this Series is one. The Phoenix Dynamic Series were designed on established principles of asset allocation and are intended to provide various levels of potential total return at various levels of risk. Each Phoenix Dynamic Series currently seeks to achieve its investment objective by investing primarily in investment companies, including those commonly known as exchange-traded funds (ETFs), which are not affiliated with the investment advisor or its affiliates, in various combinations and target percentages. General information about ETFs may be found under the More about the Phoenix Dynamic Series section of this prospectus. The Phoenix Dynamic Series operate pursuant to an exemptive order issued by the SEC, which permits each of the Phoenix Dynamic Series to invest in affiliated or unaffiliated mutual funds and ETFs (underlying funds) in excess of certain limitations of the Investment Company Act of 1940. Because the Phoenix Dynamic Series invest in underlying funds, each such Series is considered a fund of funds and bears a proportionate share of the expenses charged by the underlying funds in which it invests.
Principal Investment Strategies
| v |
The Series seeks to achieve its investment objective by investing in shares of a diversified group of underlying funds based on a current target asset allocation of 65% to U.S. equity securities, 8% to fixed-income securities, and 27% to international equity securities. The target asset allocation is subject to change as market and economic conditions change. |
| v |
The Series seeks to provide investors, whose investment goal is overwhelmingly geared toward equity capital appreciation, with a predominant exposure to domestic and international equities. Equity investments are managed more aggressively, with disproportionately greater exposures in U.S. and international equities than those in any of the other Phoenix Dynamic Series, as fixed-income investments are expected to be minimal. |
| v |
The Series seeks to achieve capital growth through its investments in underlying funds that invest primarily in equity securities. These investments may include underlying funds that invest mainly in stocks of large, established U.S. companies and, to a lesser extent, in stocks of foreign companies and small U.S. companies with above-average growth potential. |
| v |
The Series seeks to achieve its goal through investment in a combination of underlying funds as recommended by the subadvisor to the advisor. The Series may invest a substantial portion of its assets, up to 40%, in any one underlying fund. For a list of the underlying funds that this Series may invest in, see More about the Phoenix Dynamic SeriesUnderlying Funds. |
| v |
The subadvisor will review the Series asset allocations at least quarterly and more often if necessary. After each review, the subadvisor may recommend a change in the underlying funds invested in by the Series and/or recommend a change in the asset class allocation percentages. The subadvisor does not, however, enter into portfolio transactions on behalf of the Series. The advisor has the ultimate responsibility for the management of the Series and either accepts, rejects or modifies the subadvisors underlying fund buy/sell recommendation. The advisor anticipates that it will generally follow the subadvisors buy/sell recommendations. |
Principal Risks
The principal risks of investing in the Series are:
| v |
Performance Risk . The assets of the Series are invested in underlying funds, which means that the investment performance of the Series is directly related to the investment performance of these underlying funds. To the extent that the Series may invest up to 40% of its assets in a single underlying fund, the Series performance is even more closely associated with the investment performance of those particular underlying funds. The ability of the Series to meet its investment objective depends upon the allocation of the Series assets among the underlying funds and the ability of an underlying fund to meet its own investment objective. It is possible that an underlying fund will fail to execute its investment strategies effectively. As a result, an underlying fund may not meet its investment objective, which would affect the Series investment performance. There can be no assurance that the investment objective of the Series or any underlying fund will be achieved. For more information on the main risks of the underlying funds, please refer to Other Investment Strategies and Risks. |
| v |
Allocation Risk . The Series is also subject to allocation risk. Allocation risk refers to the possibility that the assets could be allocated in a manner that results in the Series under-performing its peers. Because the underlying funds represent different asset classes, the Series is subject to different levels and combinations of risk, depending on the Series specific asset allocation. |
| v |
Indirect Risks of the Underlying Funds . The value of the investment in the Series may be affected indirectly by the risks of the underlying funds, any of which could cause the Series return or the price of its shares to decrease or could cause the Series yield to fluctuate. The indirect risks that are most likely to affect this Series are: Market Risk, Index Investment Risk, Concentration Risk, Non-Diversification Risk, Market Trading Risk, Foreign Investment Risk, Equity Securities Risk, Larger Market Capitalization Risk, Small and Medium Market Capitalization Risk, Growth Stock Investment Risk and Value Investing Risk. See Other Investment Strategies and Risks for a discussion of each of these indirect risks and other risks that may affect the Series. |
| v |
Portfolio Turnover Risk. The Series may, consistent with its investment policies, purchase and sell underlying funds (including ETFs) without regard to the effect on portfolio turnover. High portfolio turnover (e.g. over 100%) may |
| The Phoenix Dynamic Asset Allocation Series: Aggressive Growth | 3 |
|
involve correspondingly greater expenses to the Series, including brokerage commissions and other transaction costs on the sale of ETFs and reinvestments in other ETFs. The trading costs associated with portfolio turnover may adversely affect the Series performance. |
Temporary Defensive Strategy
In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the Series may temporarily hold all or a portion of its assets in cash (U.S. dollars, foreign currencies or multi-national currency units), money market instruments, shares of affiliated money market funds, or high-quality debt instruments. As a result, the Series may not be able to achieve its investment objectives.
Calendar Year Annual Total Return
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series total return performance from year to year over the life of the Series. The table shows how the Series average annual returns compare to those of a broad-based securities market index and a composite benchmark that reflects a hypothetical asset allocation among market sectors for the Series. The Series returns in the chart and table do not reflect the deduction of any separate account or contract charges. The returns would have been less than those shown if such charges were deducted. During the period shown in the chart, the highest return for a quarter was 6.68% (quarter ended June 30, 2007) and the lowest return for a quarter was -24.43% (quarter ended December 31, 2008).
|
Average Annual Total Returns
(for the period ended 12/31/08) |
1 Year |
Life of the
Series 1 |
||
| Phoenix Dynamic Asset Allocation Series: Aggressive Growth | -38.25% | -9.25% | ||
| Composite: 17% MSCI EAFE Index 2 /8% Barclays Capital Aggregate Bond Index 3 /75% S&P 500 ® Index 4 | -36.26% | -8.22% | ||
| S&P 500 ® Index | -37.00% | -9.05% |
|
1 |
Since February 3, 2006. |
|
2 |
The MSCI EAFE ® Index is a free float-adjusted market capitalization index that measures developed foreign market equity performance, excluding the U.S. and Canada. The index is calculated on a total return basis with gross dividends reinvested. |
|
3 |
The Barclays Capital Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis. |
|
4 |
The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. |
The indices are unmanaged and not available for direct investment;
Series Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Series. The table and the example do not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. See the contract prospectus for a description of those fees or sales charges. If such expenses were included, your costs would be higher.
Annual Series Operating Expenses (expenses that are deducted from Series assets)
| Management Fees | 0.40% | |
| Distribution and/or Service (12b-1) Fees | 0.25% | |
| Other Expenses | 0.37% | |
| Acquired Fund Fees and Expenses 1 | 0.18% | |
| Total Annual Series Operating Expenses 2 | 1.20% | |
| Expense Reimbursements 3 | (0.22%) | |
| Net Annual Series Operating Expenses | 0.98% | |
|
1 |
As an investor in an underlying fund, the Series will also bear its pro rata portion of the operating expenses of the underlying fund, and contract owners, as investors in the Series, indirectly assume a proportional share of these expenses. The expenses of the underlying funds are based upon the weighted average of the total operating expenses of the underlying funds that the Series invested in for the year ended December 31, 2008. Total operating expenses of the underlying funds range from .07% to .72%. For more information, see More about the Phoenix Dynamic Asset Allocation Series. Investors may be able to realize lower aggregate expenses by investing directly in an underlying fund instead of the Series. An investor who chooses to invest directly in an underlying fund would not, however, receive the asset allocation services available in the Series. |
|
2 |
The Total Annual Series Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights table, which table reflects only the operating expenses of the Series and does not include Acquired Fund Fees and Expenses. The figures shown in the table are based on actual expenses paid during the last fiscal year. Expenses are likely to be higher for the current fiscal year given lower asset levels. |
|
3 |
The Trust has entered into an expense limitation agreement with the Series investment advisor whereby the investment advisor has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, acquired fund fees and expenses, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.15% of the Series average net assets. This expense limitation agreement is effective through at least April 30, 2010. |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares
| 4 | The Phoenix Dynamic Asset Allocation Series: Aggressive Growth |
at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same, but that the contractual expense reimbursement is in effect only during the first year. The example does not reflect contract fees and charges, and if it did, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
| Phoenix Dynamic Asset Allocation Series: Aggressive Growth | $122 | $381 | $660 | $1,455 |
Management of the Series
The Advisor and Subadvisor
Phoenix Variable Advisors, Inc. (PVA) is the investment advisor to the Series. PVA is the investment advisor to the Series. Ibbotson Associates, Inc. (Ibbotson) has served as the limited services subadvisor to the Series since March 3, 2008. You will find more information about PVA and Ibbotson in the Management of the Trust section of this prospectus. The SAI provides additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Series.
More About the Phoenix Dynamic Series
Investment Objectives and Principal Investment Strategies of the Underlying Funds
Because the Series invests in the underlying funds, investors in each Series will be affected by the underlying funds investment strategies in direct proportion to the amount of assets each Series allocates to the underlying fund pursuing such strategies. The underlying funds may have investment objectives that may be changed without approval of the shareholders of the underlying fund. An underlying fund may not be able to achieve its objective.
Underlying Funds
Because the underlying funds are also investment companies, the underlying funds (including underlying ETFs) incur fees and expenses such as trustees fees, operating expenses, licensing fees, registration fees, and marketing expenses, each of which will be reflected in the net asset value of the underlying fund. Accordingly, investors in the underlying funds, such as the Series, pay their proportionate share of these expenses, and, as an investor in the Series, contract owners indirectly bear the expenses of the underlying funds.
The subadvisor develops model portfolios based on an analysis of historical asset class data and the subadvisors forecasts of financial markets and economic trends globally. The subadvisor then recommends underlying funds that correspond to the asset classes represented in the model portfolios.
Certain underlying funds may be advised or subadvised by PVA or one of its affiliates. To the extent that the Series invests in such affiliated underlying funds, PVA and/or its affiliates will receive advisory or subadvisory compensation from both the Series and those underlying funds with respect to the same assets. In addition, certain other underlying funds or their affiliates may make payments to PVA or its affiliates for administrative and support services that would otherwise be provided by the underlying fund or its affiliates. Accordingly, PVA and its affiliates may benefit financially when the Series invests in certain underlying funds. However, PVA does not intend to give any preference to these funds in making investment decisions for the Series.
The following lists the universe of underlying funds, as recommended by the subadvisor to the advisor, that the Series may invest in and is subject to change:
| Equities U.S. |
| iShares Cohen & Steers Realty Majors Index Fund |
| iShares COMEX Gold Trust |
| iShares Dow Jones Transportation Average Index Fund |
| iShares Dow Jones U.S. Technology Sector Index Fund |
| iShares Dow Jones U.S. Telecommunications Sector Index Fund |
| iShares Dow Jones US Basic Materials Sector Index Fund |
| iShares Dow Jones US Consumer Goods Sector Index Fund |
| iShares Dow Jones US Consumer Services Sector Index Fund |
| iShares Dow Jones US Energy Sector Index Fund |
| iShares Dow Jones US Financial Sector Index Fund |
| iShares Dow Jones US Financial Services Index Fund |
| iShares Dow Jones US Healthcare Sector Index Fund |
| iShares Dow Jones US Industrial Sector Index Fund |
| iShares Dow Jones US Real Estate Index Fund |
| iShares Dow Jones US Utilities Sector Index Fund |
| iShares Goldman Sachs Natural Resources Fund |
| iShares Goldman Sachs Networking Index Fund |
| iShares Goldman Sachs Semiconductor Index Fund |
| iShares Goldman Sachs Software Index Fund |
| iShares Goldman Sachs Technology Index Fund |
| iShares Nasdaq Biotechnology Index Fund |
| Phoenix Capital Growth Series |
| Phoenix-Duff & Phelps Real Estate Securities Series |
| Phoenix Mid-Cap Growth Series |
| Phoenix Small-Cap Growth Series |
| PowerShares Dynamic Biotechnology & Genome Portfolio |
| PowerShares Dynamic Food & Beverage Portfolio |
| PowerShares Dynamic Leisure & Entertainment Portfolio |
| PowerShares Dynamic Media Portfolio |
| PowerShares Dynamic Networking Portfolio |
| PowerShares Dynamic Pharmaceuticals Portfolio |
| PowerShares Dynamic Semiconductors Portfolio |
| PowerShares Dynamic Software Portfolio |
| Sentinal Common Stock Fund |
| streetTracks Gold Trust |
| streetTracks Morgan Stanley High Tech 35 Index Fund |
| streetTracks Wilshire REIT Index Fund |
| Technology Select Sector SPDR |
| The Consumer Discretionary Select Sector SPDR Fund |
| The Consumer Staples Select Sector SPDR Fund |
| The Energy Select Sector SPDR Fund |
| The Financial Select Sector SPDR Fund |
| The Phoenix Dynamic Asset Allocation Series: Aggressive Growth | 5 |
| Equities U.S. |
| The Health Care Select Sector SPDR Fund |
| The Industrial Select Sector SPDR Fund |
| The Materials Select Sector SPDR Fund |
| The Utilities Select Sector SPDR Fund |
| Vanguard Consumer Discretionary VIPERs |
| Vanguard Consumer Staples VIPERs |
| Vanguard Energy VIPERs |
| Vanguard Financials VIPERs |
| Vanguard Health Care VIPERs |
| Vanguard Industrial VIPERs |
| Vanguard Information Technology VIPERs |
| Vanguard Large Cap VIPERs |
| Vanguard Materials VIPERs |
| Vanguard REIT VIPERs |
| Vanguard Small Cap Value VIPERs |
| Vanguard Telecommunications Services VIPERs |
| Vanguard Utilities VIPERs |
| Vanguard Value VIPERs |
| Equities International |
| iShares MSCI EAFE Index Fund |
| iShares S&P Developed ex-US Property Index ETF |
| iShares S&P GSCI Commodity-Indexed Trust ETF |
| iShares S&P Global Infrastructure Index ETF |
| Phoenix-Aberdeen International Series |
| SPDR S&P International Small Cap ETF |
| Vanguard Emerging Markets Stock VIPERs |
| Fixed Income |
| iShares GS $ InvestTop Corporate Bond Fund |
| iShares Barclays 1-3 Year Treasury Bond Fund |
| iShares Barclays 20+ Year Treasury Bond Fund |
| iShares Barclays 7-10 Year Treasury Bond Fund |
| iShares Barclays TIPS Bond Fund |
| JPMorgan Short Duration Bond Select Fund |
| Sentinal Bond Fund |
| Vanguard Intermediate-Term Bond VIPERs |
| Vanguard Long-Term Bond VIPERs |
| Vanguard Short-Term Bond VIPERs |
| Cash/Cash Equivalents |
| The Phoenix Money Market Series |
Exchange-Traded Funds
A number of the underlying funds may be exchange-traded funds (ETFs). An ETF is a type of pooled investment vehicle that invests in the securities of other issuers, which, unlike a mutual fund, is traded on an exchange in secondary markets.
An ETF is a fund that holds a portfolio of common stocks designed to track the performance of a particular securities index, like the S&P 500 or NASDAQ, or a portfolio of bonds that may be designed to track a bond index. Each share of an ETF represents an undivided ownership interest in the portfolio held by an ETF. ETFs that track indices hold either:
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shares of all of the companies (or, for a fixed income ETF, bonds) that are represented by a particular index in the same proportion that is represented in the index itself; or |
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shares of a sampling of the companies (or, for a fixed income ETF, bonds) that are represented by a particular index in a proportion meant to track the performance of the entire index. |
ETFs are generally registered as investment companies and issue large blocks of shares (typically 50,000) called creation units in exchange for a specified portfolio of the ETFs underlying securities, plus a cash payment generally equal to accumulated dividends of securities (net of expenses) up to the time of deposit. Creation units are redeemed in kind for a portfolio of the underlying securities (based on the ETFs net asset value), together with a cash payment generally equal to accumulated dividends as of the date of the redemption. Conversely, a creation unit may be purchased from the ETF by depositing a specified portfolio of the ETFs underlying securities, as well as a cash payment generally equal to accumulated dividends of the securities (net of expenses) up to the time of deposit. After issuance by the ETF, shares may be traded like stocks on a securities exchange (e.g., the American Stock Exchange), and the shares may be purchased and sold throughout the trading day based on their market price. The advisor anticipates purchasing and selling ETF shares for the Series on the exchanges on which the ETFs shares are traded.
Standard & Poors, an affiliate of the subadvisor, earns licensing fees from some of the ETFs in which the Series may invest. For more information on this inherent conflict of interest, please see Management of the Trust.
The ETFs invested in by the Phoenix Dynamic Series may include series of the following ETFs:
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iShares ® Trust iShares ® is a registered trademark of Barclays Global Investors, N.A. (BGI). Neither BGI nor the iShares ® Funds make any representations regarding the advisability of investing in the Phoenix Dynamic Series. |
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PowerShares Exchange-Traded Fund Trust PowerShares is a trademark of PowerShares Capital Management LLC. |
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SPDR ® Trust SPDR ® is a trademark of The McGraw-Hill Companies, Inc., and has been licensed for use by PDR Services LLC (PDR) and the American Stock Exchange LLC (AMEX) in connection with the listing and trading of SPDRs on the AMEX. These products are not sponsored, sold or endorsed by S&P, a division of The McGraw-Hill Companies, Inc., and S&P makes no representation regarding the advisability of investing in them. The Phoenix Dynamic Series are not sponsored, endorsed, sold, or promoted by PDR. PDR makes no representations and warranties to shareholders of the Phoenix Dynamic Series or any member of the public regarding the advisability of investing in the Phoenix Dynamic Series or the SPDRs. PDR has no obligation or liability in connection with the operation, marketing or trading of the Phoenix Dynamic Series. |
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streetTRACKS ® Series Trust streetTRACKS ® is a registered trademark of State Street Corporation (State Street). The Phoenix Dynamic Series are not sponsored, endorsed, sold, or promoted by State Street. State Street makes no representations or warranties to the shareholders of the |
| 6 | The Phoenix Dynamic Asset Allocation Series: Aggressive Growth |
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Phoenix Dynamic Series or any member of the public regarding the advisability of investing in the Phoenix Dynamic Series or the streetTRACKS ® Series Trust. State Street has no obligation or liability in connection with the operation, marketing, or trading of the Phoenix Dynamic Series. |
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears under Principal Investment Strategies above. The information below describes other investment strategies and risks that may apply to the Series directly or indirectly through its investments in underlying funds. Further descriptions of these investment strategies and practices can be found in the SAI. The greater the direct or indirect investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Cash Investments
When the subadvisor or advisor of the Series or an underlying fund believes that market conditions are unfavorable for profitable investing, or is otherwise unable to locate attractive investment opportunities, the Series or underlying funds cash or similar investments may increase. In other words, the Series or an underlying fund may not always stay fully invested in stocks and bonds. When the Series or an underlying funds investments in cash or similar investments increase, it may not participate in market advances or declines to the same extent that it would if the Series or underlying fund was more fully invested in stocks and bonds.
Repurchase Agreements. The Series or an underlying fund may invest in repurchase agreements. A repurchase agreement is a transaction where the Series or an underlying fund buys a security from a seller and the seller agrees to buy that same security back at an agreed upon date and price. If a seller of a repurchase agreement defaults and does not repurchase the underlying securities, the Series or the underlying fund may incur a loss if the value of the underlying securities declines. Disposition costs may be incurred in connection with liquidating the underlying securities. If the seller enters into bankruptcy, the Series or the underlying fund may never receive the purchase price or it may be delayed or limited.
High Quality Short-Term Debt Obligations. The Series or an underlying fund may invest in high quality short-term debt obligations including Bankers Acceptances, Commercial Paper and Certificates of Deposit issued or guaranteed by Bank Holding Companies in the U.S., their Subsidiaries and Foreign Branches
or of the World Bank; Variable Amount Master Demand Notes and Variable Rate Notes issued by U.S. and Foreign Corporations.
Commercial paper is a short-term debt obligation with a maturity ranging from one to 270 days issued by banks, corporations, and other borrowers to investors seeking to invest idle cash.
Variable amount master demand notes differ from ordinary commercial paper in that they are issued pursuant to a written agreement between the issuer and the holder, their amounts may be increased from time to time by the holder (subject to an agreed maximum) or decreased by the holder or the issuer, they are payable on demand, the rate of interest payable on them varies with an agreed formula and they are typically not rated by a rating agency. Transfer of such notes is usually restricted by the issuer, and there is no secondary trading market for them. Any variable amount master demand note purchased by an underlying fund will be generally regarded as an illiquid security.
These instruments are subject to credit risk, interest rate risk and foreign investment risk.
Government Securities . The Series or an underlying fund may invest in government securities. Obligations issued or guaranteed by the U.S. Government, its agencies, authorities and instrumentalities only guarantee or insure principal and interest will be timely paid to holders of the securities. The entities do not guarantee that the value of a Series or an underlying funds shares will increase. In addition, not all U.S. Government securities are backed by the full faith and credit of the United States. These securities are also subject to interest rate risk.
Concentration Risk
Another area of risk involves the potential concentration of an underlying funds assets in securities of a particular industry, group of industries, sector, or country. An underlying fund that concentrates in a single industry, group of industries, sector or country may be more susceptible to any single economic, market, political or regulatory occurrence that specifically affects that industry, group of industries, sector or country. The investment portfolio of an underlying fund may be especially sensitive to economic and market factors and risks that specifically affect an industry, sector or country. Additionally, some industries or countries could be subject to greater government regulation than others. Therefore, changes in regulatory policies for those industries or countries may have a material effect on the value of securities issued by companies in those industries or countries. Furthermore, an underlying fund that invests a substantial portion of its assets in related industries or sectors may have greater risk because companies in these industries or sectors may share common characteristics and may react similarly to market developments. As a result, the value of the share price of an underlying fund may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of industries, sectors or countries. The industries, sectors or countries in which an underlying fund may invest in more heavily will vary.
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Convertible Securities
Some of the underlying funds may invest in convertible securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock of the issuer at a predetermined time(s), price(s) or price formula(s). A convertible security entitles the owner to receive interest paid or accrued on a debt security or dividends paid on preferred stock until the security matures or is converted to common stock. Convertible securities typically have several investment characteristics, such as: (i) yields higher than common stocks but lower than comparable nonconvertible securities; (ii) less fluctuation in value than the underlying common stock, that is, the common stock that the investor receives if he or she converts; and (iii) the potential for capital appreciation if the market price of the underlying common stock increases.
Convertible securities may be subject to redemption at the option of the issuer. If a security is called for redemption, the underlying fund may have to redeem the security, convert it into common stock or sell it to a third party at a price and time that is not beneficial for the underlying fund.
Derivative Investments
Some underlying funds may enter into various instruments that derive their values from those of specific securities, indexes, currencies or other points of reference for both hedging and non-hedging purposes. Derivatives include, but are not limited to, futures, options, forward contracts, swaps, and structured notes. These derivatives may be used to hedge against the economic impact of adverse changes in the market value of portfolio securities because of changes in securities market prices, interest rates or currencies. An underlying fund may also use derivatives as part of its overall investment technique to gain or lessen exposure to various securities, markets and currencies. An underlying fund may also use derivative transactions for certain nonhedging purposes, such as seeking to enhance returns.
As a registered investment companies, the underlying funds are subject to the Investment Company Act of 1940, related rules, and related SEC and SEC staff positions. Therefore, with respect to certain derivatives, an underlying fund must set aside (referred to sometimes as asset segregation) liquid assets or engage in other SEC or SEC staff approved measures while the derivative contracts are open. For example, with respect to forward commitments and futures contracts that are not contractually required to cash settle, an underlying fund must cover its open positions by setting aside liquid assets equal to the contracts full notional value. With respect to forward commitments and futures contracts that are required to cash settle, however, an underlying fund is permitted to set aside liquid assets in an amount equal to the underlying funds daily mark to market (net) obligations if any (i.e., the underlying funds daily liability if any) rather than the notional value.
Derivatives, including those used to manage risk, are themselves subject to risks of the different markets in which they trade and, therefore, may not serve their intended purpose. These investments may not protect an underlying fund from
losses, they may decrease overall return, and they could, in unusual circumstances, expose an underlying fund to losses that could be unlimited. An underlying funds performance may be worse than if it did not make such investments.
If the prices for derivatives and prices in the cash market do not correlate as expected or if expectations about interest rate, exchange rate or general market movements are incorrect, an underlying funds returns may be lower than they would have been if it did not invest in these securities. There is also a risk that the market for reselling derivatives may be limited or nonexistent. An underlying fund could incur unlimited losses if it cannot liquidate its derivatives investments. Decisions about the nature and timing of derivative transactions may result in losses when other investors decisions about the same derivatives result in gains. In addition, some derivatives are subject to the risk that the counterparty to such transaction may not perform as expected.
Equity Securities Risk
In general, prices of equity securities are more volatile than those of fixed-income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example).
Initial Public Offerings Risk. Some of the underlying funds may invest in Initial Public Offerings (IPOs), which typically have less available public information. Investment returns from IPOs may be highly volatile, may be subject to varying patterns of trading volume and these securities may, at times, be difficult to sell. In addition, from time to time, an underlying fund may purchase IPOs and then immediately sell them. This practice will increase portfolio turnover rates and may increase costs, which may negatively affect performance.
Equity Equivalent Investments
Equity equivalents include stock index futures contracts and publicly traded index securities. Stock index futures contracts are agreements whereby two parties agree to take or make delivery of an amount of cash based on the value of an index on a specified future date. Investment in index futures contracts allows an investor to participate in the performance of the index without the costs of buying the stocks comprising the index. Equity equivalents may be used for several purposes: (i) to simulate full investment in the underlying index while retaining a cash balance for fund management purposes; (ii) to facilitate trading; (iii) to reduce transaction costs; or (iv) to seek higher investment returns where an equity equivalent is priced more attractively than securities in the index.
Fixed Income Securities Investment Risk
Some of the underlying funds may invest in fixed-income securities. The primary risks associated with investments in fixed-income securities include interest rate risk and credit risk.
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Interest Rate Risk The value of fixed-income securities will be directly affected by trends in interest rates. For example, in times of rising interest rates, the value of these type of securities tends to decrease. When interest rates fall, the value of these securities tends to rise. Interest rate changes have a greater effect on the price of fixed-income securities with longer durations and maturities. Fixed income securities with longer maturities will therefore be more volatile than fixed income securities with shorter maturities. Conversely, fixed income securities with shorter maturities will be less volatile but generally provide lower returns than fixed income securities with longer maturities.
Credit Risk If the issuer of a portfolio security is unable or unwilling to make timely interest or other income payments to an underlying fund, the underlying funds income available for distribution to shareholders (including the Series) and the underlying funds yield may decrease. Credit risk for debt obligations generally increases as the credit rating declines. Thus, when the credit rating declines, there is an increased chance the issuer may not be able to make principal and interest payments on time.
Foreign Investments
Some of the underlying funds may invest in foreign securities. Foreign investments could be more difficult to sell than U.S. investments. They also may subject the underlying fund to risks different from investing in domestic securities. Investments in foreign securities involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders.
Some foreign securities are issued by companies organized outside the United States and are traded only or primarily in trading markets outside the United States. These foreign securities can be subject to most, if not all, of the risks of foreign investing. Some foreign securities are issued by companies organized outside the United States but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, American Depositary Receipts and shares of some large foreign-based companies are traded on principal U.S. exchanges. Other securities are not traded in the United States but are denominated in U.S. dollars. These securities are not subject to all the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar-denominated securities traded in U.S. securities markets.
Emerging Market Investment Risk. Some underlying funds may invest in companies located in emerging market countries and regions. Investment in less developed countries whose markets are still developing generally presents risks in greater degree than those presented by investment in foreign issuers based in countries with developed securities markets and more advanced regulatory systems. Prior governmental approval of foreign investments may be required under certain
circumstances in some developing countries, and the extent of foreign investment in domestic companies may be subject to limitation in other developing countries. The charters of individual companies in developing countries may impose limitations on foreign ownership to prevent, among other concerns, violation of foreign investment limitations.
The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been (and may continue to be) adversely affected by economic conditions in these countries.
Foreign Currency Risk.
Some underlying funds may invest in securities denominated
in foreign currencies. Changes in foreign exchange rates will affect the value of those securities denominated or quoted in currencies other than the U.S. dollar. The forces of supply and demand in the foreign exchange markets determine exchange
rates and these forces are in turn affected by a range of economic, political, financial, governmental and other factors. Exchange rate fluctuations can affect the underlying funds net asset value (share price) and dividends either positively
or negatively depending upon whether foreign currencies are appreciating or depreciating in value relative to the U.S. dollar. Exchange rates fluctuate over both the short and long terms. In addition, when certain foreign countries experience
Growth Stock Investment Risk
Certain of the underlying funds may invest in growth stocks. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing companys growth of earnings potential. Also, because growth stocks typically make little or no dividend payments to shareholders, investment return is based on a stocks capital appreciation, making return more dependent on market increases and decreases. Growth stocks are therefore more volatile than non-growth stocks to market changes, tending to rise faster when markets rise and drop more sharply when markets fall. Growth investing will typically underperform when value investing is in favor.
Illiquid Securities
Some of the underlying funds may invest in illiquid securities. An illiquid investment is a security or other position that cannot be disposed of quickly in the normal course of business. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as restricted securities). Securities owned by an underlying fund that are not liquid may be difficult to sell because there may be no active markets for resale and fewer potential buyers. This can make illiquid investments more likely than other types of investments to lose value. In extreme cases it may be impossible to resell them and they can become almost worthless.
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Index Investment Risk
An investment in an underlying fund that attempts to track an index, is subject to the risk of losing money on the investment and the risk that the underlying fund could under-perform other investments, if the value of the index goes down. Unlike other funds that do not attempt to track an index, the underlying fund may not use certain techniques to reduce the risk of loss. For example, the underlying fund generally will not keep any significant portion of its assets in cash. As a result, the underlying fund may go down in value more than an actively managed fund in the event of a general market decline.
In addition, such investments are subject to tracking error risk whereby the returns of the underlying fund deviate from those of its index. Because the underlying fund incurs fees and expenses, such as brokerage commissions, whereas the index does not, the underlying fund will tend to underperform the performance of the index. Other factors that may cause the returns of the underlying fund to deviate from its index include the imperfect correlation between the securities held by the underlying fund and those in its index, rounding of prices, and general changes to the index and to regulatory policies that may affect the ability of an underlying fund to achieve close correlation with its index.
Interest Rate Risk (for income-producing equity securities)
Income producing equity securities may react like fixed-income securities to changes in interest rates. Thus, when interest rates rise, the prices of
Junk Bond Investment Risk
Some underlying funds may invest in high-yield, high-risk securities (so-called junk-bonds), which are securities rated below investment grade by the primary rating agencies such as Standard & Poors and Moodys. Below-investment grade securities present a greater risk that the issuer will not be able to make interest or principal payments on time. If this happens, the underlying fund would lose income and could expect a decline in the market value of the securities. Issuers of high-yield securities generally are not as strong financially as those issuing bonds with higher credit ratings, and are more vulnerable to real or perceived economic changes, political changes, or adverse developments specific to the issuer. Analysis of the creditworthiness of issuers of below investment grade securities may be more complex than for higher grade securities, making it more difficult to accurately predict risk. The junk-bond market can experience sudden and sharp price swings.
Larger Market Capitalization Risk
Companies with large capitalizations go in and out of favor based on market and economic conditions. Larger companies tend to be less volatile than companies with smaller market capitalizations. In exchange for this potentially lower risk, the value of an underlying fund may not rise as much as the value of funds that emphasize companies with smaller market capitalizations.
Market Risk
The value of your shares is based on the market value of the Series investments, including underlying funds. However, the value of the Series investments that support your share value can decrease as well as increase. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. If your financial circumstances are likely to require you to sell your shares at any particular time, rather than holding them indefinitely, you run the risk that your sale of shares will occur when share values have declined.
The value of the Series or an underlying funds investments can decrease for a number of reasons. For example, changing economic conditions may cause a decline in the value of many or most investments. Particular industries can face poor market conditions for their products or services so that companies engaged in those businesses do not perform as well as companies in other industries. Interest rate changes may improve prospects for certain types of businesses and they may worsen prospects for others. Share values also can decline if the specific companies selected for fund investment fail to perform as expected, regardless of general economic trends, industry trends, interest rates and other economic factors. When companies owned by an underlying fund encounter negative conditions they may be unable to continue to pay dividends or interest at expected levels.
Market Trading Risk
The shares of an underlying fund that is an ETF may trade at a premium or discount to their net asset value. In other words, the market value of such an underlying fund may differ from the shares net asset value. The net asset value of underlying fund shares fluctuates with changes in the market value of the funds holdings, while the trading price of shares of underlying funds that are ETFs fluctuates with changes in market supply and demand as well as changes in net asset value.
Mortgage-Backed and Asset-Backed Securities
Some underlying funds may invest in mortgage-backed and other asset-backed securities. Mortgage-backed securities represent interests in pools of mortgages. The mortgages that comprise a pool normally have similar interest rates, maturities and other terms. Mortgages may have fixed or adjustable interest rates. Interests in pools of adjustable rate mortgages are known as ARMs.
Mortgage-backed securities come in a variety of forms. Many have extremely complicated terms. The simplest form of mortgage-backed securities are pass-though certificates. An issuer of pass-through certificates gathers monthly payments from an underlying pool of mortgages. Then, the issuer deducts its fees and expenses and passes the balance of the payments onto the certificate holders once a month. Holders of pass-through certificates receive a pro rata share of all payments and pre-payments from the underlying mortgages. As a result, the holders assume all the prepayment risks of the underlying mortgages.
It is difficult to predict cash flows from these securities. Payments of principal and interest on underlying mortgages may
| 10 | The Phoenix Dynamic Asset Allocation Series: Aggressive Growth |
be allocated among classes in a variety of ways, and the inability to determine specific amounts and timing of prepayments of the underlying loans make it difficult to accurately predict cash flow. The variability of prepayments will tend to limit price gains when interest rates drop and exaggerate price declines when interest rates rise. In the event of high prepayments, an underlying fund may be required to invest these proceeds at a lower interest rate, causing the fund to earn less than if the prepayments had not occurred. Generally, prepayments will increase during a period of falling interest rates.
Certain mortgage-backed securities are created and sold by private firms such as banks and mortgage originators. These securities have no explicit or implicit government guarantees and may involve significant credit risk, in that the issuers of such securities may fail to make timely payments of principal and interest to the underlying fund. In addition, depending on market conditions, such securities may be illiquid or the underlying fund may not be able to secure a market value for the securities.
Non-Diversification Risk
Certain underlying funds may be classified as non-diversified under federal securities laws, which means that they may invest in a smaller number of issuers than a diversified company. Therefore, an underlying fund that is not diversified is more susceptible to any single economic, political or regulatory event affecting those issuers than is a diversified portfolio of a comparable size.
Over-the-Counter Risk
Over-the-counter (OTC) transactions involve risks in addition to those associated with transactions in securities traded on exchanges. OTC-listed companies may have limited product lines, markets or financial resources. Many OTC stocks trade less frequently and in smaller volume than exchange-listed stocks. The values of these stocks may be more volatile than exchange-listed stocks, and an underlying fund may experience difficulty in buying and selling these stocks at prevailing market prices.
REIT Investment Risk
Some underlying funds may invest in Real Estate Investment Trusts (REITs). REITs are pooled investment vehicles which invest primarily in income-producing real estate or real estate related loans. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs also can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.
Investing in REITs involves the risks generally associated with the real estate industry. Risks associated with the real estate industry in general include: (i) possible declines in the value of real estate; (ii) risks related to general and local economic conditions; (iii) possible lack of availability of mortgage funds; (iv) overbuilding; (v) extended vacancies of properties; (vi) increases in competition, property taxes and operating
expenses; (vii) changes in zoning laws; (viii) costs of clean-up of and liability for environmental problems; (ix) casualty or condemnation losses; (x) uninsured damages from flood, earthquakes or other natural disasters; (xi) limitations on and variations in rents; (xii) dependency on property management skill; (xiii) the appeal of properties to tenants; and (xiv) changes in interest rates.
Investing in REITs also involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent on the quality of management skills, are not diversified, and are subject to the risks of financing projects.
If an underlying fund invests in new or unseasoned REIT issuers, it may be difficult or impossible for the fund to ascertain the value of the REITs underlying assets, management capabilities and growth prospects. REITs whose underlying assets include long-term health care projects, such as nursing, retirement and assisted living homes may be affected by federal regulations concerning the health care industry.
REITs (especially mortgage REITs) are subject to interest rate risks. When interest rates decline, the value of a REITs investment in fixed rate obligations usually rises. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. On the other hand, since interest rates on adjustable rate mortgage loans are reset periodically, yields on a REITs investment in such loans will gradually align themselves to current market interest rates. The value of such investments fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
In addition, investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be more subject to abrupt or erratic price movements than larger capitalization stocks included in the S&P 500 Index.
Securities Selection Risk
There is the possibility that the specific securities held by an underlying fund will underperform the securities held by other funds in the same asset class or the benchmark that is representative of the general performance of the asset class because of the underlying fund advisors choice of portfolio securities.
Small and Medium Market Capitalization Risk
Certain underlying fund may invest in companies with small and medium capitalizations, which would make the underlying fund more volatile than funds that invest exclusively in companies with larger capitalizations. The smaller companies may be affected to a greater extent than larger companies by changes in general economic conditions and conditions in particular industries. Smaller companies also may be relatively new and not have the same operating history and track record
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as larger companies. This could make future performance of smaller companies more difficult to predict. Companies with small capitalization are often companies in industries that have recently emerged due to cultural, economic, regulatory or technological developments. Such developments can have a significant positive or negative effect on small capitalization companies and their stock performance. Given the limited operating history and rapidly changing fundamental prospects, investment returns from smaller capitalization companies can be highly volatile. Smaller companies may find their ability to raise capital impaired by their size or lack of operating history. Product lines are often less diversified and subject to competitive threats. Smaller capitalization stocks are subject to varying patterns of trading volume and may, at times, be difficult to sell.
Unrated Securities Investment Risk
Some fixed-income securities may be unrated. Analysis of unrated securities is more complex, making it more difficult to accurately predict risk. Unrated securities may not have as broad a market as rated securities, making them more difficult to sell. This could cause the security to
Value Investing Risk
Some underlying funds may invest in value stocks. Value stocks are those which are believed to be undervalued in comparison to their peers due to adverse business developments or other factors. The value approach to investing involves the risk that the value of the security will not be recognized for an unexpectedly long period of time, and the risk that the security judged to be undervalued may actually be appropriately priced or even overvalued due to fundamental problems not yet apparent. Value stocks will typically underperform when growth investing is in favor.
Volatility Risk
This is the risk that performance will be affected by unanticipated events (e.g., significant earnings shortfalls or gains, war, or political events) that cause major price changes in individual securities or market sectors.
When-Issued Securities and Forward Commitments
Debt securities are often issued on a when-issued basis. The price (or yield) of such securities is fixed at the time a commitment to purchase is made, but delivery and payment for the when-issued securities take place at a later date. During the period between purchase and settlement, no payment would be made by the underlying fund and no interest accrues to that underlying fund. The market value of the when-issued securities on the settlement date may be more or less than the purchase price payable on that date. Similarly, an underlying fund may commit to purchase a security at a future date at a price determined at the time of the commitment; these forward commitments are procedurally very similar to purchases of when-issued securities.
PVA is the investment advisor to the Series.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, PVA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. PVA, with the approval of the Trusts Board of Trustees, has selected Ibbotson to serve as the limited services subadvisor to the Series. As a limited services subadvisor, Ibbotson has the primary responsibility for providing investment recommendations to PVA, but PVA makes all final investment decisions for the Series. In addition PVA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisors needed to manage or provide recommendations as to all or part of the assets of the Series; (iii) monitors and evaluates the subadvisors investment performance relative to the applicable benchmark indexes; and (iv) monitors the Series compliance with its investment objectives, policies and restrictions.
The Trust and PVA have received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which PVA is permitted, subject to supervision and approval of the Trusts Board of Trustees, to enter into and materially amend subadvisory agreements without such agreements being approved by the shareholders of the Series. The Trust and PVA therefore have the right to hire, terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PVA has the ultimate responsibility to oversee the subadvisors and recommend their hiring, termination, and replacement.
PVA began operations as an investment advisor in 1999. Serving as the investment advisor for the series of the Trust is PVAs sole business activity. As of December 31, 2008, PVA had $1.67 billion in assets under management. PVA is located at One American Row, Hartford, Connecticut 06102-5056.
Ibbotson is the limited services subadvisor to the Series. Ibbotsons principal place of business is located at 225 N. Michigan Ave., Suite 700, Chicago, Illinois, 60601-7676. As of December, 31, 2008, Ibbotson and its affiliates had approximately $46.6 billion in assets under advisement.
Fees and Expenses Paid by the Series
For the fiscal year ended December 31, 2008, the Series paid PVA a fee for the investment advisory services it performed at an annual percentage rate of 0.40% of the average daily net assets of the Series.
| 12 | The Phoenix Dynamic Asset Allocation Series: Aggressive Growth |
From its investment advisory fee, PVA, not the Series, pays Ibbotson for the services it provides to the Series. (Please see the SAI for more information on subadvisory fees.)
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the
operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to
the extent that such expenses exceed 0.15% of the Series average net assets. This expense limitation agreement is effective through April
Christopher M. Wilkos , CFA has served as portfolio manager for the Series since its inception. Mr. Wilkos is senior vice president (since 2001), Corporate Portfolio Management for The Phoenix Companies, Inc, responsible for managing the general account investment portfolios of the company. He oversees asset allocation, asset-liability management, derivatives management, and performance reporting. Mr. Wilkos joined the company in 1997 as director of Corporate Portfolio Management and was named vice president in 1998.
The limited services subadvisor (subadvisor) has the primary responsibility for providing investment recommendations to the advisor. The subadvisor employs a team-based approach to the management of the Series. No one person is principally responsible for making recommendations for the Series investments. The following individuals share primary responsibility for the advice provided by the subadvisor to the advisor.
Peng Chen, Ph.D, CFA is Ibbotsons President and Chief Investment Officer (since 2005). Mr. Chen joined Ibbotson in 1997. Mr. Chen has expertise in asset allocation, portfolio risk measurement, nontraditional assets, and global financial markets and has published many articles and papers in several journals including Financial Analyst Journal, Journal of Portfolio Management and Journal of Financial Planning.
Scott Wentsel, CFA, CFP ® , is a Vice President and Senior Portfolio Manager (since 2005). Mr. Wentsel joined Ibbotson in 2005. Prior to joining Ibbotson, Mr. Wentsel was an Executive Director at Morgan Stanley where he worked primarily on the Van Kampen Investments asset management business and prior to that engagement he spent thirteen years with Scudder Kemper Investments.
Each Phoenix Dynamic Series has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the Distribution Plan). Pursuant to the Distribution Plan, each Phoenix Dynamic Series has entered into a Distribution Agreement relating to the Distribution Plan with Phoenix Equity Planning Corporation (the Distributor) located at One American Row, Hartford, CT 06102. The Distributor is an affiliate of the advisor, and serves as principal underwriter for the Trust. The Distribution Plan permits the use of Phoenix Dynamic Series assets to help finance the distribution of the shares of the Phoenix Dynamic Series.
Under the Distribution Plan, the Trust, on behalf of each Phoenix Dynamic Series, is permitted to pay to various service providers up to 0.25% of the average daily net assets of the Series, as payment for services rendered in connection with the distribution of shares. Because these fees are paid out of Series assets on an ongoing basis, over time these costs will increase the cost of your investment and may cost you more than other types of sales charges.
More About the Trust and the Series
The Trust was organized as a Massachusetts business trust on February 18, 1986. The Trusts business and affairs are managed by its Board of Trustees.
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the separate accounts as shareholders of a Massachusetts business trust such as the Trust may be liable for debts or claims against the Trust. The Declaration of Trust provides that shareholders shall not be subject to any personal liability for the acts or obligations of the Trust and that every written agreement, undertaking or obligation made or issued by the Trust shall contain a provision to that effect. The Declaration of Trust
| The Phoenix Dynamic Asset Allocation Series: Aggressive Growth | 13 |
provides for indemnification out of the Trusts property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of the separate accounts, as shareholders, incurring loss because of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Insurance Companies are the sole shareholders of the Trust, and contract owners and policy owners are fully and completely insulated from the risk of personal liability.
The Trust intends for the Series to qualify as a regulated investment company (a RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of Federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any Federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the contracts, please see the contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
| v |
dilution of the interests of long-term investors, if market timers or others transfer into a fund at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
| v |
an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
| v |
increased brokerage and administrative expenses. |
With respect to the Phoenix Dynamic Series, certain of the underlying funds in which the Series may invest may be more susceptible to Disruptive Trading because of the nature of their investments. Certain underlying funds may invest primarily in international securities or small and mid-cap securities. Funds that invest primarily in international securities may be more susceptible to pricing arbitrage opportunities because of time zone differences between the closing of international and domestic markets. Funds that invest primarily in small and mid-cap securities may be more susceptible to arbitrage opportunities because of the less liquid nature of small and mid-cap securities. To the extent that the Series invests in these types of funds, it may be exposed to these risks of Disruptive Trading. In addition, certain underlying funds may hold significant investments in high yield bonds, and those funds may also be susceptible to market timing because high yield bonds are often thinly traded so that their market prices may not accurately reflect current market developments. Therefore, to the extent that the Series invests in such underlying funds, the Series may be exposed to the effects of Disruptive Trading.
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the Insurance Companies and not the contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by contract owners. Therefore, under the Trusts policies, the Trust delegates to each Insurance Company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the Insurance Company may deem necessary to discourage or reduce Disruptive Trading activities. An Insurance Company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each Insurance Company under which the Insurance Companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
| 14 | The Phoenix Dynamic Asset Allocation Series: Aggressive Growth |
Although the Trust will endeavor to ensure that each Insurance Company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the Insurance Companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Shares of the Series are not available to the public directly. Although shares of the Series are owned by the Separate Accounts, contract owners and policy owners do have indirect voting rights with respect to those shares, as described in the prospectus under Shares of Beneficial Interest. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an Insurance Company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate Insurance Company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined with no sales load. The Trust assesses 12b-1 fees for the distribution of shares of the Series.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the contracts or
Determination of Net Asset Value
The net asset value per share of the Series is determined as of the close of regular trading of the NYSE on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, the net asset value of any foreign assets of the Series may be significantly affected on days when an investor has no access to the Series. The net asset value per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities and underlying funds are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the net asset value of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to materially change the net asset value, then the instrument would be valued using fair value considerations by the Board or its delegates.
Shares of other investment companies are valued at their respective net asset values. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series net asset value.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Net Asset Value: The liabilities are deducted from the assets of the Series. The resulting amount for the Series is then divided by the number of shares outstanding of that Series to produce the net asset value per share.
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the advisor/subadvisor, reflect the securitys market value; (vii) foreign securities subject to trading collars for which none or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair
| The Phoenix Dynamic Asset Allocation Series: Aggressive Growth | 15 |
value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the companys financial statements; (v) recent news about the security or issuer; (vi) changes in interest rates; (vii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (viii) whether two or more dealers with whom the advisor regularly effects trades are willing to purchase or sell the security at comparable prices; (ix) other news events or relevant matters; and (x) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is also available in the SAI.
Legal Proceedings about the Series and PVA and/or its Affiliates
The Trust is not involved in any litigation or arbitration. PVA and/or its insurance affiliates (Phoenix) are regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming Phoenix as a defendant ordinarily involves our activities as an insurer, investor, or taxpayer. Phoenix believes that the outcomes of any pending litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on Phoenixs consolidated financial condition. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on Phoenixs results of operations or cash flows in particular quarterly or annual periods.
Legal Proceedings about Morningstar Inc. and its Affiliates
On January 30, 2009, NewRiver, Inc. filed a lawsuit in the Superior Court of the Commonwealth of Massachusetts against Morningstar, Inc., an affiliate of Ibbotson, alleging that Morningstar inappropriately accessed a database containing SEC-filed mutual fund disclosure documents. On February 4, 2009, the case was removed to the United States District Court for the District of Massachusetts. NewRiver seeks, among other things, a permanent injunction preventing Morningstar from accessing NewRivers Prospectus Express Web-based data warehouse, and unspecified damages.
In February 2005, Morningstar Associates, LLC (Morningstar Associates), an affiliate of Ibbotson, received a request from the SEC for the voluntary production of documents relating to the investment consulting services the company offers to retirement plan providers, including fund lineup recommendations for retirement plan sponsors. In July 2005, the SEC issued a subpoena to Morningstar Associates that was virtually identical to its February 2005 request.
In January 2007, the SEC notified Morningstar Associates that it ended its investigation, with no enforcement action, fines, or penalties.
In December 2004, Morningstar Associates received a subpoena from the New York Attorney Generals office seeking information and documents related to an investigation the New York Attorney Generals office is conducting. The request is similar in scope to the SEC subpoena described above. Morningstar Associates has provided the requested information and documents.
In January 2007, Morningstar Associates received a Notice of Proposed Litigation from the New York Attorney Generals office. The Notice centers on the same issues that became the focus of the SEC investigation described above. The Notice gave Morningstar Associates the opportunity to explain why the New York Attorney Generals office should not institute proceedings. Morningstar Associates promptly submitted its explanation and has cooperated fully with the New York Attorney Generals office.
In May 2005, Morningstar Associates received a subpoena from the United States Department of Labor, seeking information and documents related to an investigation the Department of Labor is conducting. The Department of Labor subpoena is substantially similar in scope to the SEC and New York Attorney General subpoenas.
In January 2007, the Department of Labor issued a request for additional documents pursuant to the May 2005 subpoena, including documents and information regarding Morningstar Associates retirement advice products for plan participants. Morningstar Associates continues to cooperate fully with the Department of Labor.
Morningstar Associates cannot predict the scope, timing, or outcome of this matter, which may include the institution of administrative, civil, injunctive, or criminal proceedings, the imposition of fines and penalties, and other remedies and sanctions, any of which could lead to an adverse impact on its stock price, the inability to attract or retain key employees, and the loss of customers. Morningstar Associates also cannot predict what impact, if any, this matter may have on its business, operating results, or financial condition.
| 16 | The Phoenix Dynamic Asset Allocation Series: Aggressive Growth |
The financial highlights table provided below is intended to help you understand the Series financial performance since the Series inception. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and incorporated by reference in the SAI.
Phoenix Dynamic Asset Allocation Series: Aggressive Growth
|
2008 |
2007 |
From Inception
|
|||||||
|
Net asset value, beginning of period |
$11.86 | $11.15 | $10.00 | ||||||
|
Income from investment operations |
|||||||||
|
Net investment income (loss) |
0.16 | 1 | 0.16 | 1 | 0.11 | ||||
|
Net realized and unrealized gain (loss) |
(4.68 | ) | 0.78 | 1.15 | |||||
|
Total from investment operations |
(4.52 | ) | 0.94 | 1.26 | |||||
|
Less distributions |
|||||||||
|
Dividends from net investment income |
(0.16 | ) | (0.13 | ) | (0.11 | ) | |||
|
Distributions from net realized gains |
(0.11 | ) | (0.10 | ) | (0.00 | ) | |||
|
Total distributions |
(0.27 | ) | (0.23 | ) | (0.11 | ) | |||
|
Change in net asset value |
(4.79 | ) | 0.71 | 1.15 | |||||
|
Net asset value, end of period |
$ 7.07 | $11.86 | $11.15 | ||||||
|
Total return |
(38.25 | )% | 8.45 | % | 12.61 | % 2 | |||
|
Ratios/supplemental data: |
|||||||||
|
Net assets, end of period (thousands) |
$14,803 | $23,426 | $11,297 | ||||||
|
Ratio to average net assets of: |
|||||||||
|
Net operating expenses |
0.70 | % | 0.70 | % | 0.70 | % 3 | |||
|
Gross operating expenses |
1.02 | % | 1.04 | % | 1.67 | % 3 | |||
|
Net investment income |
1.58 | % | 1.37 | % | 2.26 | % 3 | |||
|
Portfolio turnover |
185 | % | 105 | % | 110 | % 2 |
|
1 |
Computed using average shares outstanding. |
|
2 |
Not annualized. |
|
3 |
Annualized. |
| The Phoenix Dynamic Asset Allocation Series: Aggressive Growth | 17 |
The SAI dated May 1, 2009 for the Trust, which includes additional information about the Series, is incorporated by reference into this prospectus. Additional information about the Series investments is available in the Series annual and semi-annual reports to shareholders. The annual report discusses market conditions and investment strategies that significantly affected the Series performance during its last fiscal year. To obtain the SAI, the annual report, semi-annual report and other information without charge and to make shareholder inquires, call the Trust at (800) 541-1071 or visit the Trusts Internet site at http://www.phoenixwm.phl.com/public/products/regulatory/index.jsp.
Information about the Series (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C. Reports and other information about the Series are available on the EDGAR Database on the Commissions Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-0102 or by electronic request at the following E-mail address: publicinfo@sec.gov. You can call 202-942-8090 for information on the Public Reference Rooms operations and copying charges.
Investment Company Act File No.: 811-04642
| 18 | The Phoenix Dynamic Asset Allocation Series: Aggressive Growth |
THE PHOENIX DYNAMIC ASSET ALLOCATION SERIES: GROWTH
| PROSPECTUS | May 1, 2009 |
The Phoenix Dynamic Asset Allocation Series: Growth (the Series) is a series of an open-end management investment company with a primary investment objective of long-term capital growth with current income as a secondary consideration.
Shares of the Series are not directly offered to the public and are currently offered through certain separate accounts (separate accounts) to fund variable accumulation annuity contracts and variable universal life insurance policies (collectively, contracts, and individually, contract) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (collectively, the insurance companies). You invest in the Series only by buying a contract and directing the allocation of your payment(s) to the investment option (sometimes known as a subaccount) corresponding to the Series. The investment option, in turn, invests in shares of the Series.
Shares of the Series are offered only where they may lawfully be offered. You should rely only on the information contained in this document or in one that this document refers you to. The Series has not authorized anyone to provide you with information that is different.
An investment in the Series is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
This prospectus describes the Series and provides important information you should know before investing in the Series. You should read this prospectus carefully and keep it for future reference.
The Series is a separate investment portfolio or series of the Phoenix Edge Series Fund (the Trust), which currently consists of eighteen such portfolios. The portfolios of the Trust other than the Series are not discussed in this prospectus.
These securities have not been approved or disapproved by the Securities and Exchange Commission (SEC), nor has the SEC determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
| If you have any questions, please contact: |
|
Phoenix Life Insurance Company | ||
| PO Box 8027 | ||||
| Boston, MA 02266-8027 | ||||
|
|
Tel. 800/541-0171 | |||
| The Phoenix Dynamic Asset Allocation Series: Growth | 1 |
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| More About the Phoenix Dynamic Series | 5 | |
| Other Investment Strategies and Risks | 7 | |
| Management of the Series | 12 | |
| 12 | ||
| 12 | ||
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| 13 | ||
| Distribution Plan | 13 | |
| More About the Trust and the Series | 13 | |
| Heading | Page | |
| Organization of the Trust | 13 | |
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| Investing in the Series | 15 | |
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| Litigation Matters | 16 | |
| Financial Highlights | 17 | |
| 2 | The Phoenix Dynamic Asset Allocation Series: Growth |
Phoenix Dynamic Asset Allocation Series: Growth
Investment Objective
The Series seeks long-term capital growth as its primary objective with current income as a secondary consideration. This investment objective may be changed without a shareholder vote.
The Phoenix Dynamic Asset Allocation Series (the Phoenix Dynamic Series) are four separate series of the Trust, of which this Series is one. The Phoenix Dynamic Series were designed on established principles of asset allocation and are intended to provide various levels of potential total return at various levels of risk. Each Phoenix Dynamic Series currently seeks to achieve its investment objective by investing primarily in investment companies, including those commonly known as exchange-traded funds (ETFs), which are not affiliated with the investment advisor or its affiliates, in various combinations and target percentages. General information about ETFs may be found under the More about the Phoenix Dynamic Series section of this prospectus. The Phoenix Dynamic Series operate pursuant to an exemptive order issued by the SEC, which permits each of the Phoenix Dynamic Series to invest in affiliated or unaffiliated mutual funds and ETFs (underlying funds) in excess of certain limitations of the Investment Company Act of 1940. Because the Phoenix Dynamic Series invest in underlying funds, each such Series is considered a fund of funds and bears a proportionate share of the expenses charged by the underlying funds in which it invests.
Principal Investment Strategies
| v |
The Series seeks to achieve its investment objective by investing in shares of a diversified group of underlying funds based on a current target asset allocation of 58% to U.S. equity securities, 20% to fixed-income securities, and 22% to international equity securities. The target asset allocation is subject to change as market and economic conditions change. |
| v |
The Series seeks to provide investors, whose investment goal is heavily directed toward capital appreciation, with a substantial exposure to domestic and international equities cushioned by limited exposure in duration-managed, high-quality U.S. debt obligations. |
| v |
The Series seeks to achieve capital growth primarily through its investments in underlying funds that invest primarily in equity securities. These investments may include underlying funds that invest mainly in stocks of large, established U.S. companies and, to a lesser extent, in stocks of foreign companies and small U.S. companies with above-average growth potential. To a lesser extent, the Series also seeks to invest in underlying funds that invest primarily in fixed-income securities, which may include U.S. government securities as well as underlying funds that invest in investment grade bonds. |
| v |
The Series seeks to achieve its goal through investment in a combination of underlying funds as recommended by the subadvisor to the advisor. The Series may invest a substantial portion of its assets, up to 40%, in any one underlying fund. |
|
For a list of the underlying funds that this Series may invest in, see More about the Phoenix Dynamic SeriesUnderlying Funds. |
| v |
The subadvisor will review the Series asset allocations at least quarterly and more often if necessary. After each review, the subadvisor may recommend a change in the underlying funds invested in by the Series and/or recommend a change in the asset class allocation percentages. The subadvisor does not, however, enter into portfolio transactions on behalf of the Series. The advisor has the ultimate responsibility for the management of the Series and either accepts, rejects or modifies the subadvisors underlying fund buy/sell recommendation. The advisor anticipates that it will generally follow the subadvisors buy/sell recommendations. |
Principal Risks
The principal risks of investing in the Series are:
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Performance Risk . The assets of the Series are invested in underlying funds, which means that the investment performance of the Series is directly related to the investment performance of these underlying funds. To the extent that the Series may invest up to 40% of its assets in a single underlying fund, the Series performance is even more closely associated with the investment performance of those particular underlying funds. The ability of the Series to meet its investment objective depends upon the allocation of the Series assets among the underlying funds and the ability of an underlying fund to meet its own investment objective. It is possible that an underlying fund will fail to execute its investment strategies effectively. As a result, an underlying fund may not meet its investment objective, which would affect the Series investment performance. There can be no assurance that the investment objective of the Series or any underlying fund will be achieved. For more information on the main risks of the underlying funds, please refer to Other Investment Strategies and Risks. |
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Allocation Risk . The Series is also subject to allocation risk. Allocation risk refers to the possibility that the assets could be allocated in a manner that results in the Series under-performing its peers. Because the underlying funds represent different asset classes, the Series is subject to different levels and combinations of risk, depending on the Series specific asset allocation. |
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Indirect Risks of the Underlying Funds . The value of the investment in the Series may be affected indirectly by the risks of the underlying funds, any of which could cause the Series return or the price of its shares to decrease or could cause the Series yield to fluctuate. The indirect risks that are most likely to affect this Series are: Market Risk, Index Investment Risk, Concentration Risk, Non-Diversification Risk, Market Trading Risk, Interest Rate Risk, Credit Risk, Foreign Investment Risk, Equity Securities Risk, Larger Market Capitalization Risk, Small and Medium Market Capitalization Risk, Growth Stock Investment Risk and Value Investing Risk. See Other Investment Strategies and Risks for a discussion of each of these indirect risks and other risks that may affect the Series. |
| The Phoenix Dynamic Asset Allocation Series: Growth | 3 |
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Portfolio Turnover Risk. The Series may, consistent with its investment policies, purchase and sell underlying funds (including ETFs) without regard to the effect on portfolio turnover. High portfolio turnover (e.g. over 100%) may involve correspondingly greater expenses to the Series, including brokerage commissions and other transaction costs on the sale of ETFs and reinvestments in other ETFs. The trading costs associated with portfolio turnover may adversely affect the Series performance. |
Temporary Defensive Strategy
In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the Series may temporarily hold all or a portion of its assets in cash (U.S. dollars, foreign currencies or multi-national currency units), money market instruments, shares of affiliated money market funds, or high-quality debt instruments. As a result, the Series may not be able to achieve its investment objectives.
Calendar Year Annual Total Return
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series total return performance from year to year over the life of the Series. The table shows how the Series average annual returns compare to those of a broad-based securities market index and a composite benchmark that reflects a hypothetical asset allocation among market sectors for the Series. The Series returns in the chart and table do not reflect the deduction of any separate account or contract charges. The returns would have been less than those shown if such charges were deducted. During the period shown in the chart, the highest return for a quarter was 5.23% (quarter ended June 30, 2007) and the lowest return for a quarter was -19.93% (quarter ended December 31, 2008).
|
Average Annual Total Returns
(for the period ended 12/31/08) |
1 Year |
Life of the
Series 1 |
||
| Phoenix Dynamic Asset Allocation Series: Growth | -32.18% | -7.07% | ||
| Composite: 13% MSCI EAFE Index 2 /27% Barclays Capital Aggregate Bond Index 3 /60% S&P 500 ® Index 4 | -30.60% | -6.10% | ||
| S&P 500 ® Index | -37.00% | -9.05% |
|
1 |
Since February 3, 2006. |
|
2 |
The MSCI EAFE ® Index is a free float-adjusted market capitalization index that measures developed foreign market equity performance, excluding the U.S. and Canada. The index is calculated on a total return basis with gross dividends reinvested. |
|
3 |
The Barclays Capital Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis. |
|
4 |
The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. |
The indices are unmanaged and not available for direct investment;
Series Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Series. The table and the example do not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. See the contract prospectus for a description of those fees or sales charges. If such expenses were included, your costs would be higher.
Annual Series Operating Expenses (expenses that are deducted from Series assets)
| Management Fees | 0.40% | |
| Distribution and/or Service (12b-1) Fees | 0.25% | |
| Other Expenses | 0.30% | |
| Acquired Fund Fees and Expenses 1 | 0.17% | |
| Total Annual Series Operating Expenses 2 | 1.12% | |
| Expense Reimbursements 3 | (0.15%) | |
| Net Annual Series Operating Expenses | 0.97% | |
|
1 |
As an investor in an underlying fund, the Series will also bear its pro rata portion of the operating expenses of the underlying fund, and contract owners, as investors in the Series, indirectly assume a proportional share of these expenses. The expenses of the underlying funds are based upon the weighted average of the total operating expenses of the underlying funds that the Series invested in for the year ended December 31, 2008. Total operating expenses of the underlying funds range from .07% to .72%. For more information, see More about the Phoenix Dynamic Asset Allocation Series. Investors may be able to realize lower aggregate expenses by investing directly in an underlying fund instead of the Series. An investor who chooses to invest directly in an underlying fund would not, however, receive the asset allocation services available in the Series. |
|
2 |
The Total Annual Series Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights table, which table reflects only the operating expenses of the Series and does not include Acquired Fund Fees and Expenses. The figures shown in the table are based on actual expenses paid during the last fiscal year. Expenses are likely to be higher for the current fiscal year given lower asset levels. |
|
3 |
The Trust has entered into an expense limitation agreement with the Series investment advisor whereby the investment advisor has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, acquired fund fees and expenses, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.15% of the Series average net assets. This expense limitation agreement is effective through at least April 30, 2010. |
| 4 | The Phoenix Dynamic Asset Allocation Series: Growth |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same, but that the contractual expense reimbursement is in effect only during the first year. The example does not reflect contract fees and charges, and if it did, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
| Phoenix Dynamic Asset Allocation Series: Growth | $114 | $356 | $617 | $1,363 |
Management of the Series
The Advisor and Subadvisor
Phoenix Variable Advisors, Inc. (PVA) is the investment advisor to the Series. PVA is the investment advisor to the Series. Ibbotson Associates, Inc. (Ibbotson) has served as the limited services subadvisor to the Series since March 3, 2008. You will find more information about PVA and Ibbotson in the Management of the Trust section of this prospectus. The SAI provides additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Series.
More About the Phoenix Dynamic Series
Investment Objectives and Principal Investment Strategies of the Underlying Funds
Because the Series invests in the underlying funds, investors in each Series will be affected by the underlying funds investment strategies in direct proportion to the amount of assets each Series allocates to the underlying fund pursuing such strategies. The underlying funds may have investment objectives that may be changed without approval of the shareholders of the underlying fund. An underlying fund may not be able to achieve its objective.
Underlying Funds
Because the underlying funds are also investment companies, the underlying funds (including underlying ETFs) incur fees and expenses such as trustees fees, operating expenses, licensing fees, registration fees, and marketing expenses, each of which will be reflected in the net asset value of the underlying fund. Accordingly, investors in the underlying funds, such as the Series, pay their proportionate share of these expenses, and, as an investor in the Series, contract owners indirectly bear the expenses of the underlying funds.
The subadvisor develops model portfolios based on an analysis of historical asset class data and the subadvisors
forecasts of financial markets and economic trends globally. The subadvisor then recommends underlying funds that correspond to the asset classes represented in the model portfolios.
Certain underlying funds may be advised or subadvised by PVA or one of its affiliates. To the extent that the Series invests in such affiliated underlying funds, PVA and/or its affiliates will receive advisory or subadvisory compensation from both the Series and those underlying funds with respect to the same assets. In addition, certain other underlying funds or their affiliates may make payments to PVA or its affiliates for administrative and support services that would otherwise be provided by the underlying fund or its affiliates. Accordingly, PVA and its affiliates may benefit financially when the Series invests in certain underlying funds. However, PVA does not intend to give any preference to these funds in making investment decisions for the Series.
The following lists the universe of underlying funds, as recommended by the subadvisor to the advisor, that the Series may invest in and is subject to change:
| Equities U.S. |
| iShares Cohen & Steers Realty Majors Index Fund |
| iShares COMEX Gold Trust |
| iShares Dow Jones Transportation Average Index Fund |
| iShares Dow Jones U.S. Technology Sector Index Fund |
| iShares Dow Jones U.S. Telecommunications Sector Index Fund |
| iShares Dow Jones US Basic Materials Sector Index Fund |
| iShares Dow Jones US Consumer Goods Sector Index Fund |
| iShares Dow Jones US Consumer Services Sector Index Fund |
| iShares Dow Jones US Energy Sector Index Fund |
| iShares Dow Jones US Financial Sector Index Fund |
| iShares Dow Jones US Financial Services Index Fund |
| iShares Dow Jones US Healthcare Sector Index Fund |
| iShares Dow Jones US Industrial Sector Index Fund |
| iShares Dow Jones US Real Estate Index Fund |
| iShares Dow Jones US Utilities Sector Index Fund |
| iShares Goldman Sachs Natural Resources Fund |
| iShares Goldman Sachs Networking Index Fund |
| iShares Goldman Sachs Semiconductor Index Fund |
| iShares Goldman Sachs Software Index Fund |
| iShares Goldman Sachs Technology Index Fund |
| iShares Nasdaq Biotechnology Index Fund |
| Phoenix Capital Growth Series |
| Phoenix-Duff & Phelps Real Estate Securities Series |
| Phoenix Mid-Cap Growth Series |
| Phoenix Small-Cap Growth Series |
| PowerShares Dynamic Biotechnology & Genome Portfolio |
| PowerShares Dynamic Food & Beverage Portfolio |
| PowerShares Dynamic Leisure & Entertainment Portfolio |
| PowerShares Dynamic Media Portfolio |
| PowerShares Dynamic Networking Portfolio |
| PowerShares Dynamic Pharmaceuticals Portfolio |
| PowerShares Dynamic Semiconductors Portfolio |
| PowerShares Dynamic Software Portfolio |
| Sentinal Common Stock Fund |
| streetTracks Gold Trust |
| streetTracks Morgan Stanley High Tech 35 Index Fund |
| streetTracks Wilshire REIT Index Fund |
| The Phoenix Dynamic Asset Allocation Series: Growth | 5 |
| Equities U.S. |
| Technology Select Sector SPDR |
| The Consumer Discretionary Select Sector SPDR Fund |
| The Consumer Staples Select Sector SPDR Fund |
| The Energy Select Sector SPDR Fund |
| The Financial Select Sector SPDR Fund |
| The Health Care Select Sector SPDR Fund |
| The Industrial Select Sector SPDR Fund |
| The Materials Select Sector SPDR Fund |
| The Utilities Select Sector SPDR Fund |
| Vanguard Consumer Discretionary VIPERs |
| Vanguard Consumer Staples VIPERs |
| Vanguard Energy VIPERs |
| Vanguard Financials VIPERs |
| Vanguard Health Care VIPERs |
| Vanguard Industrial VIPERs |
| Vanguard Information Technology VIPERs |
| Vanguard Large Cap VIPERs |
| Vanguard Materials VIPERs |
| Vanguard REIT VIPERs |
| Vanguard Small Cap Value VIPERs |
| Vanguard Telecommunications Services VIPERs |
| Vanguard Utilities VIPERs |
| Vanguard Value VIPERs |
| Equities International |
| iShares MSCI EAFE Index Fund |
| iShares S&P Developed ex-US Property Index ETF |
| iShares S&P GSCI Commodity-Indexed Trust ETF |
| iShares S&P Global Infrastructure Index ETF |
| Phoenix-Aberdeen International Series |
| SPDR S&P International Small Cap ETF |
| Vanguard Emerging Markets Stock VIPERs |
| Fixed Income |
| iShares GS $ InvestTop Corporate Bond Fund |
| iShares Barclays 1-3 Year Treasury Bond Fund |
| iShares Barclays 20+ Year Treasury Bond Fund |
| iShares Barclays 7-10 Year Treasury Bond Fund |
| iShares Barclays TIPS Bond Fund |
| JPMorgan Short Duration Bond Select Fund |
| Sentinal Bond Fund |
| Vanguard Intermediate-Term Bond VIPERs |
| Vanguard Long-Term Bond VIPERs |
| Vanguard Short-Term Bond VIPERs |
| Cash/Cash Equivalents |
| The Phoenix Money Market Series |
Exchange-Traded Funds
A number of the underlying funds may be exchange-traded funds (ETFs). An ETF is a type of pooled investment vehicle that invests in the securities of other issuers, which, unlike a mutual fund, is traded on an exchange in secondary markets.
An ETF is a fund that holds a portfolio of common stocks designed to track the performance of a particular securities index, like the S&P 500 or NASDAQ, or a portfolio of bonds that
may be designed to track a bond index. Each share of an ETF represents an undivided ownership interest in the portfolio held by an ETF. ETFs that track indices hold either:
| v |
shares of all of the companies (or, for a fixed income ETF, bonds) that are represented by a particular index in the same proportion that is represented in the index itself; or |
| v |
shares of a sampling of the companies (or, for a fixed income ETF, bonds) that are represented by a particular index in a proportion meant to track the performance of the entire index. |
ETFs are generally registered as investment companies and issue large blocks of shares (typically 50,000) called creation units in exchange for a specified portfolio of the ETFs underlying securities, plus a cash payment generally equal to accumulated dividends of securities (net of expenses) up to the time of deposit. Creation units are redeemed in kind for a portfolio of the underlying securities (based on the ETFs net asset value), together with a cash payment generally equal to accumulated dividends as of the date of the redemption. Conversely, a creation unit may be purchased from the ETF by depositing a specified portfolio of the ETFs underlying securities, as well as a cash payment generally equal to accumulated dividends of the securities (net of expenses) up to the time of deposit. After issuance by the ETF, shares may be traded like stocks on a securities exchange (e.g., the American Stock Exchange), and the shares may be purchased and sold throughout the trading day based on their market price. The advisor anticipates purchasing and selling ETF shares for the Series on the exchanges on which the ETFs shares are traded.
Standard & Poors, an affiliate of the subadvisor, earns licensing fees from some of the ETFs in which the Series may invest. For more information on this inherent conflict of interest, please see Management of the Trust.
The ETFs invested in by the Phoenix Dynamic Series may include series of the following ETFs:
|
v |
iShares ® Trust iShares ® is a registered trademark of Barclays Global Investors, N.A. (BGI). Neither BGI nor the iShares ® Funds make any representations regarding the advisability of investing in the Phoenix Dynamic Series. |
| v |
PowerShares Exchange-Traded Fund Trust PowerShares is a trademark of PowerShares Capital Management LLC. |
|
v |
SPDR ® Trust SPDR ® is a trademark of The McGraw-Hill Companies, Inc., and has been licensed for use by PDR Services LLC (PDR) and the American Stock Exchange LLC (AMEX) in connection with the listing and trading of SPDRs on the AMEX. These products are not sponsored, sold or endorsed by S&P, a division of The McGraw-Hill Companies, Inc., and S&P makes no representation regarding the advisability of investing in them. The Phoenix Dynamic Series are not sponsored, endorsed, sold, or promoted by PDR. PDR makes no representations and warranties to shareholders of the Phoenix Dynamic Series or any member of the public regarding the advisability of investing in the Phoenix Dynamic Series or the SPDRs. PDR has no obligation or liability in connection with the operation, marketing or trading of the Phoenix Dynamic Series. |
| 6 | The Phoenix Dynamic Asset Allocation Series: Growth |
|
v |
streetTRACKS ® Series Trust streetTRACKS ® is a registered trademark of State Street Corporation (State Street). The Phoenix Dynamic Series are not sponsored, endorsed, sold, or promoted by State Street. State Street makes no representations or warranties to the shareholders of the Phoenix Dynamic Series or any member of the public regarding the advisability of investing in the Phoenix Dynamic Series or the streetTRACKS ® Series Trust. State Street has no obligation or liability in connection with the operation, marketing, or trading of the Phoenix Dynamic Series. |
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears under Principal Investment Strategies above. The information below describes other investment strategies and risks that may apply to the Series directly or indirectly through its investments in underlying funds. Further descriptions of these investment strategies and practices can be found in the SAI. The greater the direct or indirect investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Cash Investments
When the subadvisor or advisor of the Series or an underlying fund believes that market conditions are unfavorable for profitable investing, or is otherwise unable to locate attractive investment opportunities, the Series or underlying funds cash or similar investments may increase. In other words, the Series or an underlying fund may not always stay fully invested in stocks and bonds. When the Series or an underlying funds investments in cash or similar investments increase, it may not participate in market advances or declines to the same extent that it would if the Series or underlying fund was more fully invested in stocks and bonds.
Repurchase Agreements. The Series or an underlying fund may invest in repurchase agreements. A repurchase agreement is a transaction where the Series or an underlying fund buys a security from a seller and the seller agrees to buy that same security back at an agreed upon date and price. If a seller of a repurchase agreement defaults and does not repurchase the underlying securities, the Series or the underlying fund may incur a loss if the value of the underlying securities declines. Disposition costs may be incurred in connection with liquidating the underlying securities. If the seller enters into bankruptcy, the Series or the underlying fund may never receive the purchase price or it may be delayed or limited.
High Quality Short-Term Debt Obligations. The Series or an underlying fund may invest in high quality short-term debt obligations including Bankers Acceptances, Commercial Paper and Certificates of Deposit issued or guaranteed by Bank Holding Companies in the U.S., their Subsidiaries and Foreign Branches or of the World Bank; Variable Amount Master Demand Notes and Variable Rate Notes issued by U.S. and Foreign Corporations.
Commercial paper is a short-term debt obligation with a maturity ranging from one to 270 days issued by banks, corporations, and other borrowers to investors seeking to invest idle cash.
Variable amount master demand notes differ from ordinary commercial paper in that they are issued pursuant to a written agreement between the issuer and the holder, their amounts may be increased from time to time by the holder (subject to an agreed maximum) or decreased by the holder or the issuer, they are payable on demand, the rate of interest payable on them varies with an agreed formula and they are typically not rated by a rating agency. Transfer of such notes is usually restricted by the issuer, and there is no secondary trading market for them. Any variable amount master demand note purchased by an underlying fund will be generally regarded as an illiquid security.
These instruments are subject to credit risk, interest rate risk and foreign investment risk.
Government Securities. The Series or an underlying fund may invest in government securities. Obligations issued or guaranteed by the U.S. Government, its agencies, authorities and instrumentalities only guarantee or insure principal and interest will be timely paid to holders of the securities. The entities do not guarantee that the value of a Series or an underlying funds shares will increase. In addition, not all U.S. Government securities are backed by the full faith and credit of the United States. These securities are also subject to interest rate risk.
Concentration Risk
Another area of risk involves the potential concentration of an underlying funds assets in securities of a particular industry, group of industries, sector, or country. An underlying fund that concentrates in a single industry, group of industries, sector or country may be more susceptible to any single economic, market, political or regulatory occurrence that specifically affects that industry, group of industries, sector or country. The investment portfolio of an underlying fund may be especially sensitive to economic and market factors and risks that specifically affect an industry, sector or country. Additionally, some industries or countries could be subject to greater government regulation than others. Therefore, changes in regulatory policies for those industries or countries may have a material effect on the value of securities issued by companies in those industries or countries. Furthermore, an underlying fund that invests a substantial portion of its assets in related industries or sectors may have greater risk because companies in these industries or sectors may share common characteristics and may react similarly to market developments. As a result, the value of the share price of an underlying fund may fluctuate more widely than the value of shares of a mutual fund that invests in a
| The Phoenix Dynamic Asset Allocation Series: Growth | 7 |
broader range of industries, sectors or countries. The industries, sectors or countries in which an underlying fund may invest in more heavily will vary.
Convertible Securities
Some of the underlying funds may invest in convertible securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock of the issuer at a predetermined time(s), price(s) or price formula(s). A convertible security entitles the owner to receive interest paid or accrued on a debt security or dividends paid on preferred stock until the security matures or is converted to common stock. Convertible securities typically have several investment characteristics, such as: (i) yields higher than common stocks but lower than comparable nonconvertible securities; (ii) less fluctuation in value than the underlying common stock, that is, the common stock that the investor receives if he or she converts; and (iii) the potential for capital appreciation if the market price of the underlying common stock increases.
Convertible securities may be subject to redemption at the option of the issuer. If a security is called for redemption, the underlying fund may have to redeem the security, convert it into common stock or sell it to a third party at a price and time that is not beneficial for the underlying fund.
Derivative Investments
Some underlying funds may enter into various instruments that derive their values from those of specific securities, indexes, currencies or other points of reference for both hedging and non-hedging purposes. Derivatives include, but are not limited to, futures, options, forward contracts, swaps, and structured notes. These derivatives may be used to hedge against the economic impact of adverse changes in the market value of portfolio securities because of changes in securities market prices, interest rates or currencies. An underlying fund may also use derivatives as part of its overall investment technique to gain or lessen exposure to various securities, markets and currencies. An underlying fund may also use derivative transactions for certain nonhedging purposes, such as seeking to enhance returns.
As a registered investment companies, the underlying funds are subject to the Investment Company Act of 1940, related rules, and related SEC and SEC staff positions. Therefore, with respect to certain derivatives, an underlying fund must set aside (referred to sometimes as asset segregation) liquid assets or engage in other SEC or SEC staff approved measures while the derivative contracts are open. For example, with respect to forward commitments and futures contracts that are not contractually required to cash settle, an underlying fund must cover its open positions by setting aside liquid assets equal to the contracts full notional value. With respect to forward commitments and futures contracts that are required to cash settle, however, an underlying fund is permitted to set aside liquid assets in an amount equal to the underlying funds daily mark to market (net) obligations if any (i.e., the underlying funds daily liability if any) rather than the notional value.
Derivatives, including those used to manage risk, are themselves subject to risks of the different markets in which they trade and, therefore, may not serve their intended purpose. These investments may not protect an underlying fund from losses, they may decrease overall return, and they could, in unusual circumstances, expose an underlying fund to losses that could be unlimited. An underlying funds performance may be worse than if it did not make such investments.
If the prices for derivatives and prices in the cash market do not correlate as expected or if expectations about interest rate, exchange rate or general market movements are incorrect, an underlying funds returns may be lower than they would have been if it did not invest in these securities. There is also a risk that the market for reselling derivatives may be limited or nonexistent. An underlying fund could incur unlimited losses if it cannot liquidate its derivatives investments. Decisions about the nature and timing of derivative transactions may result in losses when other investors decisions about the same derivatives result in gains. In addition, some derivatives are subject to the risk that the counterparty to such transaction may not perform as expected.
Equity Securities Risk
In general, prices of equity securities are more volatile than those of fixed-income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example).
Initial Public Offerings Risk. Some of the underlying funds may invest in Initial Public Offerings (IPOs), which typically have less available public information. Investment returns from IPOs may be highly volatile, may be subject to varying patterns of trading volume and these securities may, at times, be difficult to sell. In addition, from time to time, an underlying fund may purchase IPOs and then immediately sell them. This practice will increase portfolio turnover rates and may increase costs, which may negatively affect performance.
Equity Equivalent Investments
Equity equivalents include stock index futures contracts and publicly traded index securities. Stock index futures contracts are agreements whereby two parties agree to take or make delivery of an amount of cash based on the value of an index on a specified future date. Investment in index futures contracts allows an investor to participate in the performance of the index without the costs of buying the stocks comprising the index. Equity equivalents may be used for several purposes: (i) to simulate full investment in the underlying index while retaining a cash balance for fund management purposes; (ii) to facilitate trading; (iii) to reduce transaction costs; or (iv) to seek higher investment returns where an equity equivalent is priced more attractively than securities in the index.
| 8 | The Phoenix Dynamic Asset Allocation Series: Growth |
Fixed Income Securities Investment Risk
Some of the underlying funds may invest in fixed-income securities. The primary risks associated with investments in fixed-income securities include interest rate risk and credit risk.
Interest Rate Risk The value of fixed-income securities will be directly affected by trends in interest rates. For example, in times of rising interest rates, the value of these type of securities tends to decrease. When interest rates fall, the value of these securities tends to rise. Interest rate changes have a greater effect on the price of fixed-income securities with longer durations and maturities. Fixed income securities with longer maturities will therefore be more volatile than fixed income securities with shorter maturities. Conversely, fixed income securities with shorter maturities will be less volatile but generally provide lower returns than fixed income securities with longer maturities.
Credit Risk If the issuer of a portfolio security is unable or unwilling to make timely interest or other income payments to an underlying fund, the underlying funds income available for distribution to shareholders (including the Series) and the underlying funds yield may decrease. Credit risk for debt obligations generally increases as the credit rating declines. Thus, when the credit rating declines, there is an increased chance the issuer may not be able to make principal and interest payments on time.
Foreign Investments
Some of the underlying funds may invest in foreign securities. Foreign investments could be more difficult to sell than U.S. investments. They also may subject the underlying fund to risks different from investing in domestic securities. Investments in foreign securities involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders.
Some foreign securities are issued by companies organized outside the United States and are traded only or primarily in trading markets outside the United States. These foreign securities can be subject to most, if not all, of the risks of foreign investing. Some foreign securities are issued by companies organized outside the United States but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, American Depositary Receipts and shares of some large foreign-based companies are traded on principal U.S. exchanges. Other securities are not traded in the United States but are denominated in U.S. dollars. These securities are not subject to all the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar-denominated securities traded in U.S. securities markets.
Emerging Market Investment Risk. Some underlying funds may invest in companies located in emerging market countries and regions. Investment in less developed countries whose markets are still developing generally presents risks in greater
degree than those presented by investment in foreign issuers based in countries with developed securities markets and more advanced regulatory systems. Prior governmental approval of foreign investments may be required under certain circumstances in some developing countries, and the extent of foreign investment in domestic companies may be subject to limitation in other developing countries. The charters of individual companies in developing countries may impose limitations on foreign ownership to prevent, among other concerns, violation of foreign investment limitations.
The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been (and may continue to be) adversely affected by economic conditions in these countries.
Foreign Currency Risk.
Some underlying funds may invest in securities denominated
in foreign currencies. Changes in foreign exchange rates will affect the value of those securities denominated or quoted in currencies other than the U.S. dollar. The forces of supply and demand in the foreign exchange markets determine exchange
rates and these forces are in turn affected by a range of economic, political, financial, governmental and other factors. Exchange rate fluctuations can affect the underlying funds net asset value (share price) and dividends either positively
or negatively depending upon whether foreign currencies are appreciating or depreciating in value relative to the U.S. dollar. Exchange rates fluctuate over both the short and long terms. In addition, when certain foreign countries experience
Growth Stock Investment Risk
Certain of the underlying funds may invest in growth stocks. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing companys growth of earnings potential. Also, because growth stocks typically make little or no dividend payments to shareholders, investment return is based on a stocks capital appreciation, making return more dependent on market increases and decreases. Growth stocks are therefore more volatile than non-growth stocks to market changes, tending to rise faster when markets rise and drop more sharply when markets fall. Growth investing will typically underperform when value investing is in favor.
Illiquid Securities
Some of the underlying funds may invest in illiquid securities. An illiquid investment is a security or other position that cannot be disposed of quickly in the normal course of business. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as restricted securities). Securities owned by an underlying fund that are not liquid may be difficult to sell because there may be no active markets for
| The Phoenix Dynamic Asset Allocation Series: Growth | 9 |
resale and fewer potential buyers. This can make illiquid investments more likely than other types of investments to lose value. In extreme cases it may be impossible
Index Investment Risk
An investment in an underlying fund that attempts to track an index, is subject to the risk of losing money on the investment and the risk that the underlying fund could under-perform other investments, if the value of the index goes down. Unlike other funds that do not attempt to track an index, the underlying fund may not use certain techniques to reduce the risk of loss. For example, the underlying fund generally will not keep any significant portion of its assets in cash. As a result, the underlying fund may go down in value more than an actively managed fund in the event of a general market decline.
In addition, such investments are subject to tracking error risk whereby the returns of the underlying fund deviate from those of its index. Because the underlying fund incurs fees and expenses, such as brokerage commissions, whereas the index does not, the underlying fund will tend to underperform the performance of the index. Other factors that may cause the returns of the underlying fund to deviate from its index include the imperfect correlation between the securities held by the underlying fund and those in its index, rounding of prices, and general changes to the index and to regulatory policies that may affect the ability of an underlying fund to achieve close correlation with its index.
Interest Rate Risk (for income-producing equity securities)
Income
producing equity securities may react like fixed-income securities to changes in interest rates. Thus, when interest rates rise, the prices of income-producing equity securities may fall. Conversely, a decrease in interest rates may cause these
Junk Bond Investment Risk
Some underlying funds may invest in high-yield, high-risk securities (so-called junk-bonds), which are securities rated below investment grade by the primary rating agencies such as Standard & Poors and Moodys. Below-investment grade securities present a greater risk that the issuer will not be able to make interest or principal payments on time. If this happens, the underlying fund would lose income and could expect a decline in the market value of the securities. Issuers of high-yield securities generally are not as strong financially as those issuing bonds with higher credit ratings, and are more vulnerable to real or perceived economic changes, political changes, or adverse developments specific to the issuer. Analysis of the creditworthiness of issuers of below investment grade securities may be more complex than for higher grade securities, making it more difficult to accurately predict risk. The junk-bond market can experience sudden and sharp price swings.
Larger Market Capitalization Risk
Companies with large capitalizations go in and out of favor based on market and economic conditions. Larger companies
tend to be less volatile than companies with smaller market capitalizations. In exchange for this potentially lower risk, the value of an underlying fund may not rise as much as the value of funds that emphasize companies with smaller market capitalizations.
Market Risk
The value of your shares is based on the market value of the Series investments, including underlying funds. However, the value of the Series investments that support your share value can decrease as well as increase. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. If your financial circumstances are likely to require you to sell your shares at any particular time, rather than holding them indefinitely, you run the risk that your sale of shares will occur when share values have declined.
The value of the Series or an underlying funds investments can decrease for a number of reasons. For example, changing economic conditions may cause a decline in the value of many or most investments. Particular industries can face poor market conditions for their products or services so that companies engaged in those businesses do not perform as well as companies in other industries. Interest rate changes may improve prospects for certain types of businesses and they may worsen prospects for others. Share values also can decline if the specific companies selected for fund investment fail to perform as expected, regardless of general economic trends, industry trends, interest rates and other economic factors. When companies owned by an underlying fund encounter negative conditions they may be unable to continue to pay dividends or interest at expected levels.
Market Trading Risk
The shares of an underlying fund that is an ETF may trade at a premium or discount to their net asset value. In other words, the market value of such an underlying fund may differ from the shares net asset value. The net asset value of underlying fund shares fluctuates with changes in the market value of the funds holdings, while the trading price of shares of underlying funds that are ETFs fluctuates with changes in market supply and demand as well as changes in net asset value.
Mortgage-Backed and Asset-Backed Securities
Some underlying funds may invest in mortgage-backed and other asset-backed securities. Mortgage-backed securities represent interests in pools of mortgages. The mortgages that comprise a pool normally have similar interest rates, maturities and other terms. Mortgages may have fixed or adjustable interest rates. Interests in pools of adjustable rate mortgages are known as ARMs.
Mortgage-backed securities come in a variety of forms. Many have extremely complicated terms. The simplest form of mortgage-backed securities are pass-though certificates. An issuer of pass-through certificates gathers monthly payments from an underlying pool of mortgages. Then, the issuer deducts its fees and expenses and passes the balance of the payments onto the certificate holders once a month. Holders of
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pass-through certificates receive a pro rata share of all payments and pre-payments from the underlying mortgages. As a result, the holders assume all the prepayment risks of the underlying mortgages.
It is difficult to predict cash flows from these securities. Payments of principal and interest on underlying mortgages may be allocated among classes in a variety of ways, and the inability to determine specific amounts and timing of prepayments of the underlying loans make it difficult to accurately predict cash flow. The variability of prepayments will tend to limit price gains when interest rates drop and exaggerate price declines when interest rates rise. In the event of high prepayments, an underlying fund may be required to invest these proceeds at a lower interest rate, causing the fund to earn less than if the prepayments had not occurred. Generally, prepayments will increase during a period of falling interest rates.
Certain mortgage-backed securities are created and sold by private firms such as banks and mortgage originators. These securities have no explicit or implicit government guarantees and may involve significant credit risk, in that the issuers of such securities may fail to make timely payments of principal and interest to the underlying fund. In addition, depending on market conditions, such securities may be illiquid or the underlying fund may not be able to secure a market value for the securities.
Non-Diversification Risk
Certain underlying funds may be classified as non-diversified under federal securities laws, which means that they may invest in a smaller number of issuers than a diversified company. Therefore, an underlying fund that is not diversified is more susceptible to any single economic, political or regulatory event affecting those issuers than is a diversified portfolio of a comparable size.
Over-the-Counter Risk
Over-the-counter (OTC) transactions involve risks in addition to those associated with transactions in securities traded on exchanges. OTC-listed
companies may have limited product lines, markets or financial resources. Many OTC stocks trade less frequently and in smaller volume than exchange-listed stocks. The values of these stocks may be more volatile than exchange-listed stocks, and an
REIT Investment Risk
Some underlying funds may invest in Real Estate Investment Trusts (REITs). REITs are pooled investment vehicles which invest primarily in income-producing real estate or real estate related loans. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs also can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.
Investing in REITs involves the risks generally associated with the real estate industry. Risks associated with the real estate industry in general include: (i) possible declines in the value of real estate; (ii) risks related to general and local economic conditions; (iii) possible lack of availability of mortgage funds; (iv) overbuilding; (v) extended vacancies of properties; (vi) increases in competition, property taxes and operating expenses; (vii) changes in zoning laws; (viii) costs of clean-up of and liability for environmental problems; (ix) casualty or condemnation losses; (x) uninsured damages from flood, earthquakes or other natural disasters; (xi) limitations on and variations in rents; (xii) dependency on property management skill; (xiii) the appeal of properties to tenants; and (xiv) changes in interest rates.
Investing in REITs also involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent on the quality of management skills, are not diversified, and are subject to the risks of financing projects.
If an underlying fund invests in new or unseasoned REIT issuers, it may be difficult or impossible for the fund to ascertain the value of the REITs underlying assets, management capabilities and growth prospects. REITs whose underlying assets include long-term health care projects, such as nursing, retirement and assisted living homes may be affected by federal regulations concerning the health care industry.
REITs (especially mortgage REITs) are subject to interest rate risks. When interest rates decline, the value of a REITs investment in fixed rate obligations usually rises. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. On the other hand, since interest rates on adjustable rate mortgage loans are reset periodically, yields on a REITs investment in such loans will gradually align themselves to current market interest rates. The value of such investments fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
In addition, investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be more subject to abrupt or erratic price movements than larger capitalization stocks included in the S&P 500 Index.
Securities Selection Risk
There is the possibility that the specific securities held by an underlying fund will underperform the securities held by other funds in the same asset class or the benchmark that is representative of the general performance of the asset class because of the underlying fund advisors choice of portfolio securities.
Small and Medium Market Capitalization Risk
Certain underlying fund may invest in companies with small and medium capitalizations, which would make the underlying
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fund more volatile than funds that invest exclusively in companies with larger capitalizations. The smaller companies may be affected to a greater extent than larger
companies by changes in general economic conditions and conditions in particular industries. Smaller companies also may be relatively new and not have the same operating history and track record as larger companies. This could make
future performance of smaller companies more difficult to predict. Companies with small capitalization are often companies in industries that have recently emerged due to cultural, economic, regulatory or technological developments. Such
developments can have a significant positive or negative effect on small capitalization companies and their stock performance. Given the limited operating history and rapidly changing fundamental prospects, investment returns from smaller
capitalization companies can be highly volatile. Smaller companies may find their ability to raise capital impaired by their size or lack of operating history. Product lines are often less diversified and subject to competitive threats. Smaller
Unrated Securities Investment Risk
Some fixed-income securities may be unrated. Analysis of unrated securities is more complex, making it more difficult to accurately predict risk.
Value Investing Risk
Some underlying funds may invest in value stocks. Value stocks are those which are believed to be undervalued in comparison to their peers due to adverse business developments or other factors. The value approach to investing involves the risk that the value of the security will not be recognized for an unexpectedly long period of time, and the risk that the security judged to be undervalued may actually be appropriately priced or even overvalued due to fundamental problems not yet apparent. Value stocks will typically underperform when growth investing is in favor.
Volatility Risk
This is the risk that performance will be affected by unanticipated events (e.g., significant earnings shortfalls or gains, war, or political events) that cause major price changes in individual securities or market sectors.
When-Issued Securities and Forward Commitments
Debt securities are often issued on a when-issued basis. The price (or yield) of such securities is fixed at the time a commitment to purchase is made, but delivery and payment for the when-issued securities take place at a later date. During the period between purchase and settlement, no payment would be made by the underlying fund and no interest accrues to that underlying fund. The market value of the when-issued securities on the settlement date may be more or less than the purchase price payable on that date. Similarly, an underlying fund may commit to purchase a security at a future date at a price determined at the time of the commitment; these forward commitments are procedurally very similar to purchases of when-issued securities.
PVA is the investment advisor to the Series.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, PVA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. PVA, with the approval of the Trusts Board of Trustees, has selected Ibbotson to serve as the limited services subadvisor to the Series. As a limited services subadvisor, Ibbotson has the primary responsibility for providing investment recommendations to PVA, but PVA makes all final investment decisions for the Series. In addition PVA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisors needed to manage or provide recommendations as to all or part of the assets of the Series; (iii) monitors and evaluates the subadvisors investment performance relative to the applicable benchmark indexes; and (iv) monitors the Series compliance with its investment objectives, policies and restrictions.
The Trust and PVA have received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which PVA is permitted, subject to supervision and approval of the Trusts Board of Trustees, to enter into and materially amend subadvisory agreements without such agreements being approved by the shareholders of the Series. The Trust and PVA therefore have the right to hire, terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PVA has the ultimate responsibility to oversee the subadvisors and recommend their hiring, termination, and replacement.
PVA began operations as an investment advisor in 1999. Serving as the investment advisor for the series of the Trust is PVAs sole business activity. As of December 31, 2008, PVA had $1.67 billion in assets under management. PVA is located at One American Row, Hartford, Connecticut 06102-5056.
Ibbotson is the limited services subadvisor to the Series. Ibbotsons principal place of business is located at 225 N. Michigan Ave., Suite 700, Chicago, Illinois, 60601-7676. As of December, 31, 2008, Ibbotson and its affiliates had approximately $ 46.6 billion in assets under advisement.
Fees and Expenses Paid by the Series
For the fiscal year ended December 31, 2008, the Series paid PVA a fee for the investment advisory services it performed at an annual percentage rate of 0.40% of the average daily net assets of the Series.
From its investment advisory fee, PVA, not the Series, pays Ibbotson for the services it provides to the Series. (Please see the SAI for more information on subadvisory fees.)
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The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the
operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to
the extent that such expenses exceed 0.15% of the Series average net assets. This expense limitation agreement is effective through April
Christopher M. Wilkos , CFA has served as portfolio manager for the Series since its inception. Mr. Wilkos is senior vice president (since 2001), Corporate Portfolio Management for The Phoenix Companies, Inc, responsible for managing the general account investment portfolios of the company. He oversees asset allocation, asset-liability management, derivatives management, and performance reporting. Mr. Wilkos joined the company in 1997 as director of Corporate Portfolio Management and was named vice president in 1998.
The limited services subadvisor (subadvisor) has the primary responsibility for providing investment recommendations to the advisor. The subadvisor employs a team-based approach to the management of the Series. No one person is principally responsible for making recommendations for the Series investments. The following individuals share primary responsibility for the advice provided by the subadvisor to the advisor.
Peng Chen, Ph.D, CFA is Ibbotsons President and Chief Investment Officer (since 2005). Mr. Chen joined Ibbotson in 1997. Mr. Chen has expertise in asset allocation, portfolio risk measurement, nontraditional assets, and global financial markets and has published many articles and papers in several journals including Financial Analyst Journal, Journal of Portfolio Management and Journal of Financial Planning.
Scott Wentsel, CFA, CFP ® , is a Vice President and Senior Portfolio Manager (since 2005). Mr. Wentsel joined Ibbotson in 2005. Prior to joining Ibbotson, Mr. Wentsel was an Executive Director at Morgan Stanley where he worked primarily on the Van Kampen Investments asset management business and prior to that engagement he spent thirteen years with Scudder Kemper Investments.
Each Phoenix Dynamic Series has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the Distribution Plan). Pursuant to the Distribution Plan, each Phoenix Dynamic Series has entered into a Distribution Agreement relating to the Distribution Plan with Phoenix Equity Planning Corporation (the Distributor) located at One American Row, Hartford, CT 06102. The Distributor is an affiliate of the advisor, and serves as principal underwriter for the Trust. The Distribution Plan permits the use of Phoenix Dynamic Series assets to help finance the distribution of the shares of the Phoenix Dynamic Series.
Under the Distribution Plan, the Trust, on behalf of each Phoenix Dynamic Series, is permitted to pay to various service
providers up to 0.25% of the average daily net assets of the Series, as payment for services rendered in connection with the distribution of shares. Because these fees are paid out of Series assets on an ongoing basis, over time these costs will increase the cost of your investment and may cost you more than other types of sales charges.
More About the Trust and the Series
The Trust was organized as a Massachusetts business trust on February 18, 1986. The Trusts business and affairs are managed by its Board of Trustees.
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the separate accounts as shareholders of a Massachusetts business trust such as the Trust may be liable for debts or claims against the Trust. The Declaration of Trust provides that shareholders shall not be subject to any personal liability for the acts or obligations of the Trust and that every written agreement, undertaking or obligation made or issued by the Trust shall contain a provision to that effect. The Declaration of Trust provides for indemnification out of the Trusts property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of the separate
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accounts, as shareholders, incurring loss because of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Insurance Companies are the sole shareholders of the Trust, and contract owners and policy owners are fully and completely insulated from the risk of personal liability.
The Trust intends for the Series to qualify as a regulated investment company (a RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of Federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any Federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the contracts, please see the contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
| v |
dilution of the interests of long-term investors, if market timers or others transfer into a fund at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
| v |
an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
| v |
increased brokerage and administrative expenses. |
With respect to the Phoenix Dynamic Series, certain of the underlying funds in which the Series may invest may be more susceptible to Disruptive Trading because of the nature of their investments. Certain underlying funds may invest primarily in international securities or small and mid-cap securities. Funds that invest primarily in international securities may be more susceptible to pricing arbitrage opportunities because of time zone differences between the closing of international and domestic markets. Funds that invest primarily in small and mid-cap securities may be more susceptible to arbitrage opportunities because of the less liquid nature of small and mid-cap securities. To the extent that the Series invests in these types of funds, it may be exposed to these risks of Disruptive Trading. In addition, certain underlying funds may hold significant investments in high yield bonds, and those funds may also be susceptible to market timing because high yield bonds are often thinly traded so that their market prices may not accurately reflect current market developments. Therefore, to the extent that the Series invests in such underlying funds, the Series may be exposed to the effects of Disruptive Trading.
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the Insurance Companies and not the contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by contract owners. Therefore, under the Trusts policies, the Trust delegates to each Insurance Company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the Insurance Company may deem necessary to discourage or reduce Disruptive Trading activities. An Insurance Company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each Insurance Company under which the Insurance Companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each Insurance Company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition,
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the Trust cannot guarantee that monitoring by the Insurance Companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Shares of the Series are not available to the public directly. Although shares of the Series are owned by the Separate Accounts, contract owners and policy owners do have indirect voting rights with respect to those shares, as described in the prospectus under Shares of Beneficial Interest. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an Insurance Company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate Insurance Company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined with no sales load. The Trust assesses 12b-1 fees for the distribution of shares of the Series.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the contracts or
Determination of Net Asset Value
The net asset value per share of the Series is determined as of the close of regular trading of the NYSE on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, the net asset value of any foreign assets of the Series may be significantly affected on days when an investor has no access to the Series. The net asset value per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities and underlying funds are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of
trading on exchanges throughout the world, the calculation of the net asset value of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to materially change the net asset value, then the instrument would be valued using fair value considerations by the Board or its delegates.
Shares of other investment companies are valued at their respective net asset values. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series net asset value.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Net Asset Value: The liabilities are deducted from the assets of the Series. The resulting amount for the Series is then divided by the number of shares outstanding of that Series to produce the net asset value per share.
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the advisor/subadvisor, reflect the securitys market value; (vii) foreign securities subject to trading collars for which none or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the
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following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the companys financial statements; (v) recent news about the security or issuer; (vi) changes in interest rates; (vii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (viii) whether two or more dealers with whom the advisor regularly effects trades are willing to purchase or sell the security at comparable prices; (ix) other news events or relevant matters; and (x) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is also available in the SAI.
Legal Proceedings about the Series and PVA and/or its Affiliates
The Trust is not involved in any litigation or arbitration. PVA and/or its insurance affiliates (Phoenix) are regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming Phoenix as a defendant ordinarily involves our activities as an insurer, investor, or taxpayer. Phoenix believes that the outcomes of any pending litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on Phoenixs consolidated financial condition. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on Phoenixs results of operations or cash flows in particular quarterly or annual periods.
Legal Proceedings about Morningstar Inc. and its Affiliates
On January 30, 2009, NewRiver, Inc. filed a lawsuit in the Superior Court of the Commonwealth of Massachusetts against Morningstar, Inc., an affiliate of Ibbotson, alleging that Morningstar inappropriately accessed a database containing SEC-filed mutual fund disclosure documents. On February 4, 2009, the case was removed to the United States District Court for the District of Massachusetts. NewRiver seeks, among other things, a permanent injunction preventing Morningstar from accessing NewRivers Prospectus Express Web-based data warehouse, and unspecified damages.
In February 2005, Morningstar Associates, LLC (Morningstar Associates), an affiliate of Ibbotson, received a request from the SEC for the voluntary production of documents relating to the investment consulting services the company offers to retirement plan providers, including fund lineup recommendations for retirement plan sponsors. In July 2005, the SEC issued a subpoena to Morningstar Associates that was virtually identical to its February 2005 request.
In January 2007, the SEC notified Morningstar Associates that it ended its investigation, with no enforcement action, fines, or penalties.
In December 2004, Morningstar Associates received a subpoena from the New York Attorney Generals office seeking information and documents related to an investigation the New York Attorney Generals office is conducting. The request is similar in scope to the SEC subpoena described above. Morningstar Associates has provided the requested information and documents.
In January 2007, Morningstar Associates received a Notice of Proposed Litigation from the New York Attorney Generals office. The Notice centers on the same issues that became the focus of the SEC investigation described above. The Notice gave Morningstar Associates the opportunity to explain why the New York Attorney Generals office should not institute proceedings. Morningstar Associates promptly submitted its explanation and has cooperated fully with the New York Attorney Generals office.
In May 2005, Morningstar Associates received a subpoena from the United States Department of Labor, seeking information and documents related to an investigation the Department of Labor is conducting. The Department of Labor subpoena is substantially similar in scope to the SEC and New York Attorney General subpoenas.
In January 2007, the Department of Labor issued a request for additional documents pursuant to the May 2005 subpoena, including documents and information regarding Morningstar Associates retirement advice products for plan participants. Morningstar Associates continues to cooperate fully with the Department of Labor.
Morningstar Associates cannot predict the scope, timing, or outcome of this matter, which may include the institution of administrative, civil, injunctive, or criminal proceedings, the imposition of fines and penalties, and other remedies and sanctions, any of which could lead to an adverse impact on its stock price, the inability to attract or retain key employees, and the loss of customers. Morningstar Associates also cannot predict what impact, if any, this matter may have on its business, operating results, or financial condition.
| 16 | The Phoenix Dynamic Asset Allocation Series: Growth |
The financial highlights table provided below is intended to help you understand the Series financial performance since the Series inception. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and incorporated by reference in the SAI.
Phoenix Dynamic Asset Allocation Series: Growth
|
2008 |
2007 |
From Inception
|
|||||||
|
Net asset value, beginning of period |
$11.54 | $10.87 | $10.00 | ||||||
|
Income from investment operations |
|||||||||
|
Net investment income (loss) |
0.21 | 1 | 0.22 | 1 | 0.13 | ||||
|
Net realized and unrealized gain (loss) |
(3.91 | ) | 0.69 | 0.87 | |||||
|
Total from investment operations |
(3.70 | ) | 0.91 | 1.00 | |||||
|
Less distributions |
|||||||||
|
Dividends from net investment income |
(0.21 | ) | (0.16 | ) | (0.13 | ) | |||
|
Distributions from net realized gains |
(0.11 | ) | (0.08 | ) | (0.00 | ) | |||
|
Total distributions |
(0.32 | ) | (0.24 | ) | (0.13 | ) | |||
|
Change in net asset value |
(4.02 | ) | 0.67 | 0.87 | |||||
|
Net asset value, end of period |
$ 7.52 | $11.54 | $10.87 | ||||||
|
Total return |
(32.18 | )% | 8.33 | % | 9.98 | % 2 | |||
|
Ratios/supplemental data: |
|||||||||
|
Net assets, end of period (thousands) |
$28,186 | $36,189 | $13,063 | ||||||
|
Ratio to average net assets of: |
|||||||||
|
Net operating expenses |
0.70 | % | 0.70 | % | 0.70 | % 3 | |||
|
Gross operating expenses |
0.95 | % | 1.03 | % | 1.58 | % 3 | |||
|
Net investment income |
2.06 | % | 1.88 | % | 2.61 | % 3 | |||
|
Portfolio turnover |
182 | % | 127 | % | 125 | % 2 |
|
1 |
Computed using average shares outstanding. |
|
2 |
Not annualized. |
|
3 |
Annualized. |
| The Phoenix Dynamic Asset Allocation Series: Growth | 17 |
The SAI dated May 1, 2009 for the Trust, which includes additional information about the Series, is incorporated by reference into this prospectus. Additional information about the Series investments is available in the Series annual and semi-annual reports to shareholders. The annual report discusses market conditions and investment strategies that significantly affected the Series performance during its last fiscal year. To obtain the SAI, the annual report, semi-annual report and other information without charge and to make shareholder inquires, call the Trust at (800) 541-1071 or visit the Trusts Internet site at http://www.phoenixwm.phl.com/public/products/regulatory/index.jsp.
Information about the Series (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C. Reports and other information about the Series are available on the EDGAR Database on the Commissions Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-0102 or by electronic request at the following E-mail address: publicinfo@sec.gov. You can call 202-942-8090 for information on the Public Reference Rooms operations and copying charges.
Investment Company Act File No.: 811-04642
| 18 | The Phoenix Dynamic Asset Allocation Series: Growth |
THE PHOENIX DYNAMIC ASSET ALLOCATION SERIES: MODERATE
| PROSPECTUS | May 1, 2009 |
The Phoenix Dynamic Asset Allocation Series: Moderate (the Series) is a series of an open-end management investment company with an investment objective to seek current income with capital growth as a secondary consideration.
Shares of the Series are not directly offered to the public and are currently offered through certain separate accounts (separate accounts) to fund variable accumulation annuity contracts and variable universal life insurance policies (collectively, contracts, and individually, contract) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (collectively, the insurance companies). You invest in the Series only by buying a contract and directing the allocation of your payment(s) to the investment option (sometimes known as a subaccount) corresponding to the Series. The investment option, in turn, invests in shares of the Series.
Shares of the Series are offered only where they may lawfully be offered. You should rely only on the information contained in this document or in one that this document refers you to. The Series has not authorized anyone to provide you with information that is different.
An investment in the Series is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
This prospectus describes the Series and provides important information you should know before investing in the Series. You should read this prospectus carefully and keep it for future reference.
The Series is a separate investment portfolio or series of the Phoenix Edge Series Fund (the Trust), which currently consists of eighteen such portfolios. The portfolios of the Trust other than the Series are not discussed in this prospectus.
These securities have not been approved or disapproved by the Securities and Exchange Commission (SEC), nor has the SEC determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
| If you have any questions, please contact: |
|
Phoenix Life Insurance Company | ||
| PO Box 8027 | ||||
| Boston, MA 02266-8027 | ||||
|
|
Tel. 800/541-0171 | |||
| The Phoenix Dynamic Asset Allocation Series: Moderate | 1 |
| Heading | Page | |
| Organization of the Trust | 13 | |
| 13 | ||
| 14 | ||
| 14 | ||
| Investing in the Series | 15 | |
| 15 | ||
| 15 | ||
| 15 | ||
| Litigation Matters | 16 | |
| Financial Highlights | 17 | |
| 2 | The Phoenix Dynamic Asset Allocation Series: Moderate |
Phoenix Dynamic Asset Allocation Series: Moderate
Investment Objective
The Series seeks current income with capital growth as a secondary consideration. This investment objective may be changed without a shareholder vote.
The Phoenix Dynamic Asset Allocation Series (the Phoenix Dynamic Series) are four separate series of the Trust, of which this Series is one. The Phoenix Dynamic Series were designed on established principles of asset allocation and are intended to provide various levels of potential total return at various levels of risk. Each Phoenix Dynamic Series currently seeks to achieve its investment objective by investing primarily in investment companies, including those commonly known as exchange-traded funds (ETFs), which are not affiliated with the investment advisor or its affiliates, in various combinations and target percentages. General information about ETFs may be found under the More about the Phoenix Dynamic Series section of this prospectus. The Phoenix Dynamic Series operate pursuant to an exemptive order issued by the SEC, which permits each of the Phoenix Dynamic Series to invest in affiliated or unaffiliated mutual funds and ETFs (underlying funds) in excess of certain limitations of the Investment Company Act of 1940. Because the Phoenix Dynamic Series invest in underlying funds, each such Series is considered a fund of funds and bears a proportionate share of the expenses charged by the underlying funds in which it invests.
Principal Investment Strategies
| v |
The Series seeks to achieve its investment objective by investing in shares of a diversified group of underlying funds based on a current target asset allocation of 60% to fixed-income securities, 30% to U.S. equity securities, and 10% to international equity securities. The target asset allocation is subject to change as market and economic conditions change. |
| v |
The Series seeks to provide investors whose investment goal is directed mainly toward interest and dividend income with a predominant allocation to interest-generating, investment-grade debt securities. The Series also seeks capital growth through a top-down investment program that allocates investments among U.S. equity sectors as well as through a fundamentally-grounded exposure in non-U.S. stock markets. |
| v |
The Series seeks to achieve its primary investment objective of current income through its investments in underlying funds that invest primarily in fixed-income securities. These investments may include underlying funds that invest exclusively in the corporate debt obligations of U.S. issuers. The Series may also invest in underlying funds that invest in U.S. investment-grade debt securities, as well as underlying funds that invest in high yield, high-risk bonds (commonly known as junk bonds). |
| v |
The Series seeks to achieve its secondary investment objective of capital growth through its investments in underlying funds that invest primarily in equity securities. These investments may include underlying funds that invest |
|
mainly in stocks of large, established U.S. companies and, to a lesser extent, in stocks of foreign companies and smaller U.S. companies with above-average growth potential. |
| v |
The Series seeks to achieve its goal through investment in a combination of underlying funds as recommended by the subadvisor to the advisor. The Series may invest a substantial portion of its assets, up to 40%, in any one underlying fund. For a list of the underlying funds that this Series may invest in, see More about the Phoenix Dynamic SeriesUnderlying Funds. |
| v |
The subadvisor will review the Series asset allocations at least quarterly and more often if necessary. After each review, the subadvisor may recommend a change in the underlying funds invested in by the Series and/or recommend a change in the asset class allocation percentages. The subadvisor does not, however, enter into portfolio transactions on behalf of the Series. The advisor has the ultimate responsibility for the management of the Series and either accepts, rejects or modifies the subadvisors underlying fund buy/sell recommendation. The advisor anticipates that it will generally follow the subadvisors buy/sell recommendations. |
Principal Risks
The principal risks of investing in the Series are:
| v |
Performance Risk . The assets of the Series are invested in underlying funds, which means that the investment performance of the Series is directly related to the investment performance of these underlying funds. To the extent that the Series may invest up to 40% of its assets in a single underlying fund, the Series performance is even more closely associated with the investment performance of those particular underlying funds. The ability of the Series to meet its investment objective depends upon the allocation of the Series assets among the underlying funds and the ability of an underlying fund to meet its own investment objective. It is possible that an underlying fund will fail to execute its investment strategies effectively. As a result, an underlying fund may not meet its investment objective, which would affect the Series investment performance. There can be no assurance that the investment objective of the Series or any underlying fund will be achieved. For more information on the main risks of the underlying funds, please refer to Other Investment Strategies and Risks. |
| v |
Allocation Risk . The Series is also subject to allocation risk. Allocation risk refers to the possibility that the assets could be allocated in a manner that results in the Series under-performing its peers. Because the underlying funds represent different asset classes, the Series is subject to different levels and combinations of risk, depending on the Series specific asset allocation. |
| v |
Indirect Risks of the Underlying Funds . The value of the investment in the Series may be affected indirectly by the risks of the underlying funds, any of which could cause the Series return or the price of its shares to decrease or could cause the Series yield to fluctuate. The indirect risks that are most likely to affect this Series are: Market Risk, Index Investment Risk, Concentration Risk, Non-Diversification |
| The Phoenix Dynamic Asset Allocation Series: Moderate | 3 |
|
Risk, Market Trading Risk, Interest Rate Risk, Credit Risk, Junk Bond Investment Risk, Foreign Investment Risk, Equity Securities Risk, Larger Market Capitalization Risk, Small and Medium Market Capitalization Risk, Growth Stock Investment Risk and Value Investing Risk. See Other Investment Strategies and Risks for a discussion of each of these indirect risks and other risks that may affect the Series. |
| v |
Portfolio Turnover Risk. The Series may, consistent with its investment policies, purchase and sell underlying funds (including ETFs) without regard to the effect on portfolio turnover. High portfolio turnover (e.g. over 100%) may involve correspondingly greater expenses to the Series, including brokerage commissions and other transaction costs on the sale of ETFs and reinvestments in other ETFs. The trading costs associated with portfolio turnover may adversely affect the Series performance. |
Temporary Defensive Strategy
In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the Series may temporarily hold all or a portion of its assets in cash (U.S. dollars, foreign currencies or multi-national currency units), money market instruments, shares of affiliated money market funds, or high-quality debt instruments. As a result, the Series may not be able to achieve its investment objectives.
Calendar Year Annual Total Return
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series total return performance from year to year over the life of the Series. The table shows how the Series average annual returns compare to those of a broad-based securities market index and a composite benchmark that reflects a hypothetical asset allocation among market sectors for the Series. The Series returns in the chart and table do not reflect the deduction of any separate account or contract charges. The returns would have been less than those shown if such charges were deducted. During the period shown in the chart, the highest return for a quarter was 2.82% (quarter ended September 30, 2007) and the lowest return for a quarter was -8.25% (quarter ended December 31, 2008).
|
Average Annual Total Returns
(for the period ended 12/31/08) |
1 Year |
Life of the
Series 1 |
||
| Phoenix Dynamic Asset Allocation Series: Moderate | -15.80% | -1.36% | ||
| Composite: 5% MSCI EAFE Index 2 /65% Barclays Capital Aggregate Bond Index 3 /30% S&P 500 ® Index 4 | -16.48% | -1.23% | ||
| S&P 500 ® Index | -37.00% | -9.05% |
|
1 |
Since February 3, 2006. |
|
2 |
The MSCI EAFE ® Index is a free float-adjusted market capitalization index that measures developed foreign market equity performance, excluding the U.S. and Canada. The index is calculated on a total return basis with gross dividends reinvested. |
|
3 |
The Barclays Capital Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis. |
|
4 |
The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. |
The indices are unmanaged and not available for direct investment;
Series Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Series. The table and the example do not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. See the contract prospectus for a description of those fees or sales charges. If such expenses were included, your costs would be higher.
Annual Series Operating Expenses (expenses that are deducted from Series assets)
| Management Fees | 0.40% | |
| Distribution and/or Service (12b-1) Fees | 0.25% | |
| Other Expenses | 0.44% | |
| Acquired Fund Fees and Expenses 1 | 0.14% | |
| Total Annual Series Operating Expenses 2 | 1.23% | |
| Expense Reimbursements 3 | (0.29%) | |
| Net Annual Series Operating Expenses | 0.94% | |
|
1 |
As an investor in an underlying fund, the Series will also bear its pro rata portion of the operating expenses of the underlying fund, and contract owners, as investors in the Series, indirectly assume a proportional share of these expenses. The expenses of the underlying funds are based upon the weighted average of the total operating expenses of the underlying funds that the Series invested in for the year ended December 31, 2008. Total operating expenses of the underlying funds range from .07% to .72%. For more information, see More about the Phoenix Dynamic Asset Allocation Series. Investors may be able to realize lower aggregate expenses by investing directly in an underlying fund instead of the Series. An investor who chooses to invest directly in an underlying fund would not, however, receive the asset allocation services available in the Series. |
| 4 | The Phoenix Dynamic Asset Allocation Series: Moderate |
|
2 |
The Total Annual Series Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights table, which table reflects only the operating expenses of the Series and does not include Acquired Fund Fees and Expenses. The figures shown in the table are based on actual expenses paid during the last fiscal year. Expenses are likely to be higher for the current fiscal year given lower asset levels. |
|
3 |
The Trust has entered into an expense limitation agreement with the Series investment advisor whereby the investment advisor has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, acquired fund fees and expenses, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.15% of the Series average net assets. This expense limitation agreement is effective through at least April 30, 2010. |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same, but that the contractual expense reimbursement is in effect only during the first year. The example does not reflect contract fees and charges, and if it did, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
| Phoenix Dynamic Asset Allocation Series: Moderate | $125 | $390 | $676 | $1,489 |
Management of the Series
The Advisor and Subadvisor
Phoenix Variable Advisors, Inc. (PVA) is the investment advisor to the Series. PVA is the investment advisor to the Series. Ibbotson Associates, Inc. (Ibbotson) has served as the limited services subadvisor to the Series since March 3, 2008. You will find more information about PVA and Ibbotson in the Management of the Trust section of this prospectus. The SAI provides additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Series.
More About the Phoenix Dynamic Series
Investment Objectives and Principal Investment Strategies of the Underlying Funds
Because the Series invests in the underlying funds, investors in each Series will be affected by the underlying funds investment strategies in direct proportion to the amount of assets each Series allocates to the underlying fund pursuing such strategies. The underlying funds may have investment objectives that may be changed without approval of the shareholders of the underlying fund. An underlying fund may not be able to achieve its objective.
Underlying Funds
Because the underlying funds are also investment companies, the underlying funds (including underlying ETFs) incur fees and expenses such as trustees fees, operating expenses, licensing fees, registration fees, and marketing expenses, each of which will be reflected in the net asset value of the underlying fund. Accordingly, investors in the underlying funds, such as the Series, pay their proportionate share of these expenses, and, as an investor in the Series, contract owners indirectly bear the expenses of the underlying funds.
The subadvisor develops model portfolios based on an analysis of historical asset class data and the subadvisors forecasts of financial markets and economic trends globally. The subadvisor then recommends underlying funds that correspond to the asset classes represented in the model portfolios.
Certain underlying funds may be advised or subadvised by PVA or one of its affiliates. To the extent that the Series invests in such affiliated underlying funds, PVA and/or its affiliates will receive advisory or subadvisory compensation from both the Series and those underlying funds with respect to the same assets. In addition, certain other underlying funds or their affiliates may make payments to PVA or its affiliates for administrative and support services that would otherwise be provided by the underlying fund or its affiliates. Accordingly, PVA and its affiliates may benefit financially when the Series invests in certain underlying funds. However, PVA does not intend to give any preference to these funds in making investment decisions for the Series.
The following lists the universe of underlying funds, as recommended by the subadvisor to the advisor, that the Series may invest in and is subject to change:
| Equities U.S. |
| iShares Cohen & Steers Realty Majors Index Fund |
| iShares COMEX Gold Trust |
| iShares Dow Jones Transportation Average Index Fund |
| iShares Dow Jones U.S. Technology Sector Index Fund |
| iShares Dow Jones U.S. Telecommunications Sector Index Fund |
| iShares Dow Jones US Basic Materials Sector Index Fund |
| iShares Dow Jones US Consumer Goods Sector Index Fund |
| iShares Dow Jones US Consumer Services Sector Index Fund |
| iShares Dow Jones US Energy Sector Index Fund |
| iShares Dow Jones US Financial Sector Index Fund |
| iShares Dow Jones US Financial Services Index Fund |
| iShares Dow Jones US Healthcare Sector Index Fund |
| iShares Dow Jones US Industrial Sector Index Fund |
| iShares Dow Jones US Real Estate Index Fund |
| iShares Dow Jones US Utilities Sector Index Fund |
| iShares Goldman Sachs Natural Resources Fund |
| iShares Goldman Sachs Networking Index Fund |
| iShares Goldman Sachs Semiconductor Index Fund |
| iShares Goldman Sachs Software Index Fund |
| iShares Goldman Sachs Technology Index Fund |
| iShares Nasdaq Biotechnology Index Fund |
| Phoenix Capital Growth Series |
| Phoenix-Duff & Phelps Real Estate Securities Series |
| Phoenix Mid-Cap Growth Series |
| Phoenix Small-Cap Growth Series |
| The Phoenix Dynamic Asset Allocation Series: Moderate | 5 |
| Equities U.S. |
| PowerShares Dynamic Biotechnology & Genome Portfolio |
| PowerShares Dynamic Food & Beverage Portfolio |
| PowerShares Dynamic Leisure & Entertainment Portfolio |
| PowerShares Dynamic Media Portfolio |
| PowerShares Dynamic Networking Portfolio |
| PowerShares Dynamic Pharmaceuticals Portfolio |
| PowerShares Dynamic Semiconductors Portfolio |
| PowerShares Dynamic Software Portfolio |
| Sentinal Common Stock Fund |
| streetTracks Gold Trust |
| streetTracks Morgan Stanley High Tech 35 Index Fund |
| streetTracks Wilshire REIT Index Fund |
| Technology Select Sector SPDR |
| The Consumer Discretionary Select Sector SPDR Fund |
| The Consumer Staples Select Sector SPDR Fund |
| The Energy Select Sector SPDR Fund |
| The Financial Select Sector SPDR Fund |
| The Health Care Select Sector SPDR Fund |
| The Industrial Select Sector SPDR Fund |
| The Materials Select Sector SPDR Fund |
| The Utilities Select Sector SPDR Fund |
| Vanguard Consumer Discretionary VIPERs |
| Vanguard Consumer Staples VIPERs |
| Vanguard Energy VIPERs |
| Vanguard Financials VIPERs |
| Vanguard Health Care VIPERs |
| Vanguard Industrial VIPERs |
| Vanguard Information Technology VIPERs |
| Vanguard Large Cap VIPERs |
| Vanguard Materials VIPERs |
| Vanguard REIT VIPERs |
| Vanguard Small Cap Value VIPERs |
| Vanguard Telecommunications Services VIPERs |
| Vanguard Utilities VIPERs |
| Vanguard Value VIPERs |
| Equities International |
| iShares MSCI EAFE Index Fund |
| iShares S&P Developed ex-US Property Index ETF |
| iShares S&P GSCI Commodity-Indexed Trust ETF |
| iShares S&P Global Infrastructure Index ETF |
| Phoenix-Aberdeen International Series |
| SPDR S&P International Small Cap ETF |
| Vanguard Emerging Markets Stock VIPERs |
| Fixed Income |
| iShares GS $ InvestTop Corporate Bond Fund |
| iShares Barclays 1-3 Year Treasury Bond Fund |
| iShares Barclays 20+ Year Treasury Bond Fund |
| iShares Barclays 7-10 Year Treasury Bond Fund |
| iShares Barclays TIPS Bond Fund |
| JPMorgan Short Duration Bond Select Fund |
| Sentinal Bond Fund |
| Vanguard Intermediate-Term Bond VIPERs |
| Vanguard Long-Term Bond VIPERs |
| Vanguard Short-Term Bond VIPERs |
| Cash/Cash Equivalents |
| The Phoenix Money Market Series |
Exchange-Traded Funds
A number of the underlying funds may be exchange-traded funds (ETFs). An ETF is a type of pooled investment vehicle that invests in the securities of other issuers, which, unlike a mutual fund, is traded on an exchange in secondary markets.
An ETF is a fund that holds a portfolio of common stocks designed to track the performance of a particular securities index, like the S&P 500 or NASDAQ, or a portfolio of bonds that may be designed to track a bond index. Each share of an ETF represents an undivided ownership interest in the portfolio held by an ETF. ETFs that track indices hold either:
| v |
shares of all of the companies (or, for a fixed income ETF, bonds) that are represented by a particular index in the same proportion that is represented in the index itself; or |
| v |
shares of a sampling of the companies (or, for a fixed income ETF, bonds) that are represented by a particular index in a proportion meant to track the performance of the entire index. |
ETFs are generally registered as investment companies and issue large blocks of shares (typically 50,000) called creation units in exchange for a specified portfolio of the ETFs underlying securities, plus a cash payment generally equal to accumulated dividends of securities (net of expenses) up to the time of deposit. Creation units are redeemed in kind for a portfolio of the underlying securities (based on the ETFs net asset value), together with a cash payment generally equal to accumulated dividends as of the date of the redemption. Conversely, a creation unit may be purchased from the ETF by depositing a specified portfolio of the ETFs underlying securities, as well as a cash payment generally equal to accumulated dividends of the securities (net of expenses) up to the time of deposit. After issuance by the ETF, shares may be traded like stocks on a securities exchange (e.g., the American Stock Exchange), and the shares may be purchased and sold throughout the trading day based on their market price. The advisor anticipates purchasing and selling ETF shares for the Series on the exchanges on which the ETFs shares are traded.
Standard & Poors, an affiliate of the subadvisor, earns licensing fees from some of the ETFs in which the Series may invest. For more information on this inherent conflict of interest, please see Management of the Trust.
The ETFs invested in by the Phoenix Dynamic Series may include series of the following ETFs:
|
v |
iShares ® Trust iShares ® is a registered trademark of Barclays Global Investors, N.A. (BGI). Neither BGI nor the iShares ® Funds make any representations regarding the advisability of investing in the Phoenix Dynamic Series. |
| v |
PowerShares Exchange-Traded Fund Trust PowerShares is a trademark of PowerShares Capital Management LLC. |
|
v |
SPDR ® Trust SPDR ® is a trademark of The McGraw-Hill Companies, Inc., and has been licensed for use by PDR Services LLC (PDR) and the American Stock Exchange LLC (AMEX) in connection with the listing and trading of SPDRs on the AMEX. These products are not sponsored, sold or |
| 6 | The Phoenix Dynamic Asset Allocation Series: Moderate |
|
endorsed by S&P, a division of The McGraw-Hill Companies, Inc., and S&P makes no representation regarding the advisability of investing in them. The Phoenix Dynamic Series are not sponsored, endorsed, sold, or promoted by PDR. PDR makes no representations and warranties to shareholders of the Phoenix Dynamic Series or any member of the public regarding the advisability of investing in the Phoenix Dynamic Series or the SPDRs. PDR has no obligation or liability in connection with the operation, marketing or trading of the Phoenix Dynamic Series. |
|
v |
streetTRACKS ® Series Trust streetTRACKS ® is a registered trademark of State Street Corporation (State Street). The Phoenix Dynamic Series are not sponsored, endorsed, sold, or promoted by State Street. State Street makes no representations or warranties to the shareholders of the Phoenix Dynamic Series or any member of the public regarding the advisability of investing in the Phoenix Dynamic Series or the streetTRACKS ® Series Trust. State Street has no obligation or liability in connection with the operation, marketing, or trading of the Phoenix Dynamic Series. |
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears under Principal Investment Strategies above. The information below describes other investment strategies and risks that may apply to the Series directly or indirectly through its investments in underlying funds. Further descriptions of these investment strategies and practices can be found in the SAI. The greater the direct or indirect investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Cash Investments
When the subadvisor or advisor of the Series or an underlying fund believes that market conditions are unfavorable for profitable investing, or is otherwise unable to locate attractive investment opportunities, the Series or underlying funds cash or similar investments may increase. In other words, the Series or an underlying fund may not always stay fully invested in stocks and bonds. When the Series or an underlying funds investments in cash or similar investments increase, it may not participate in market advances or declines to the same extent that it would if the Series or underlying fund was more fully invested in stocks and bonds.
Repurchase Agreements. The Series or an underlying fund may invest in repurchase agreements. A repurchase agreement is a transaction where the Series or an underlying fund buys a
security from a seller and the seller agrees to buy that same security back at an agreed upon date and price. If a seller of a repurchase agreement defaults and does not repurchase the underlying securities, the Series or the underlying fund may incur a loss if the value of the underlying securities declines. Disposition costs may be incurred in connection with liquidating the underlying securities. If the seller enters into bankruptcy, the Series or the underlying fund may never receive the purchase price or it may be delayed or limited.
High Quality Short-Term Debt Obligations. The Series or an underlying fund may invest in high quality short-term debt obligations including Bankers Acceptances, Commercial Paper and Certificates of Deposit issued or guaranteed by Bank Holding Companies in the U.S., their Subsidiaries and Foreign Branches or of the World Bank; Variable Amount Master Demand Notes and Variable Rate Notes issued by U.S. and Foreign Corporations.
Commercial paper is a short-term debt obligation with a maturity ranging from one to 270 days issued by banks, corporations, and other borrowers to investors seeking to invest idle cash.
Variable amount master demand notes differ from ordinary commercial paper in that they are issued pursuant to a written agreement between the issuer and the holder, their amounts may be increased from time to time by the holder (subject to an agreed maximum) or decreased by the holder or the issuer, they are payable on demand, the rate of interest payable on them varies with an agreed formula and they are typically not rated by a rating agency. Transfer of such notes is usually restricted by the issuer, and there is no secondary trading market for them. Any variable amount master demand note purchased by an underlying fund will be generally regarded as an illiquid security.
These instruments are subject to credit risk, interest rate risk and foreign investment risk.
Government Securities. The Series or an underlying fund may invest in government securities. Obligations issued or guaranteed by the U.S. Government, its agencies, authorities and instrumentalities only guarantee or insure principal and interest will be timely paid to holders of the securities. The entities do not guarantee that the value of a Series or an underlying funds shares will increase. In addition, not all U.S. Government securities are backed by the full faith and credit of the United States. These securities are also subject to interest rate risk.
Concentration Risk
Another area of risk involves the potential concentration of an underlying funds assets in securities of a particular industry, group of industries, sector, or country. An underlying fund that concentrates in a single industry, group of industries, sector or country may be more susceptible to any single economic, market, political or regulatory occurrence that specifically affects that industry, group of industries, sector or country. The investment portfolio of an underlying fund may be especially sensitive to economic and market factors and risks that specifically affect an industry, sector or country. Additionally, some industries or countries could be subject to greater
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government regulation than others. Therefore, changes in regulatory policies for those industries or countries may have a material effect on the value of securities issued by companies in those industries or countries. Furthermore, an underlying fund that invests a substantial portion of its assets in related industries or sectors may have greater risk because companies in these industries or sectors may share common characteristics and may react similarly to market developments. As a result, the value of the share price of an underlying fund may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of industries, sectors or countries. The industries, sectors or countries in which an underlying fund may invest in more heavily will vary.
Convertible Securities
Some of the underlying funds may invest in convertible securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock of the issuer at a predetermined time(s), price(s) or price formula(s). A convertible security entitles the owner to receive interest paid or accrued on a debt security or dividends paid on preferred stock until the security matures or is converted to common stock. Convertible securities typically have several investment characteristics, such as: (i) yields higher than common stocks but lower than comparable nonconvertible securities; (ii) less fluctuation in value than the underlying common stock, that is, the common stock that the investor receives if he or she converts; and (iii) the potential for capital appreciation if the market price of the underlying common stock increases.
Convertible securities may be subject to redemption at the option of the issuer. If a security is called for redemption, the underlying fund may have to redeem the security, convert it into common stock or sell it to a third party at a price and time that is not beneficial for the underlying fund.
Derivative Investments
Some underlying funds may enter into various instruments that derive their values from those of specific securities, indexes, currencies or other points of reference for both hedging and non-hedging purposes. Derivatives include, but are not limited to, futures, options, forward contracts, swaps, and structured notes. These derivatives may be used to hedge against the economic impact of adverse changes in the market value of portfolio securities because of changes in securities market prices, interest rates or currencies. An underlying fund may also use derivatives as part of its overall investment technique to gain or lessen exposure to various securities, markets and currencies. An underlying fund may also use derivative transactions for certain nonhedging purposes, such as seeking to enhance returns.
As a registered investment companies, the underlying funds are subject to the Investment Company Act of 1940, related rules, and related SEC and SEC staff positions. Therefore, with respect to certain derivatives, an underlying fund must set aside (referred to sometimes as asset segregation) liquid assets or engage in other SEC or SEC staff approved measures while the derivative contracts are open. For example, with respect to
forward commitments and futures contracts that are not contractually required to cash settle, an underlying fund must cover its open positions by setting aside liquid assets equal to the contracts full notional value. With respect to forward commitments and futures contracts that are required to cash settle, however, an underlying fund is permitted to set aside liquid assets in an amount equal to the underlying funds daily mark to market (net) obligations if any (i.e., the underlying funds daily liability if any) rather than the notional value.
Derivatives, including those used to manage risk, are themselves subject to risks of the different markets in which they trade and, therefore, may not serve their intended purpose. These investments may not protect an underlying fund from losses, they may decrease overall return, and they could, in unusual circumstances, expose an underlying fund to losses that could be unlimited. An underlying funds performance may be worse than if it did not make such investments.
If the prices for derivatives and prices in the cash market do not correlate as expected or if expectations about interest rate, exchange rate or general market movements are incorrect, an underlying funds returns may be lower than they would have been if it did not invest in these securities. There is also a risk that the market for reselling derivatives may be limited or nonexistent. An underlying fund could incur unlimited losses if it cannot liquidate its derivatives investments. Decisions about the nature and timing of derivative transactions may result in losses when other investors decisions about the same derivatives result in gains. In addition, some derivatives are subject to the risk that the counterparty to such transaction may not perform as expected.
Equity Securities Risk
In general, prices of equity securities are more volatile than those of fixed-income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example).
Initial Public Offerings Risk. Some of the underlying funds may invest in Initial Public Offerings (IPOs), which typically have less available public information. Investment returns from IPOs may be highly volatile, may be subject to varying patterns of trading volume and these securities may, at times, be difficult to sell. In addition, from time to time, an underlying fund may purchase IPOs and then immediately sell them. This practice will increase portfolio turnover rates and may increase costs, which may negatively affect performance.
Equity Equivalent Investments
Equity equivalents include stock index futures contracts and publicly traded index securities. Stock index futures contracts are agreements whereby two parties agree to take or make delivery of an amount of cash based on the value of an index on a specified future date. Investment in index futures contracts allows an investor to participate in the performance of the index
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without the costs of buying the stocks comprising the index. Equity equivalents may be used for several purposes: (i) to simulate full investment in the
underlying index while retaining a cash balance for fund management purposes; (ii) to facilitate trading; (iii) to reduce transaction costs; or (iv) to seek higher investment returns where an equity equivalent is priced more
Fixed Income Securities Investment Risk
Some of the underlying funds may invest in fixed-income securities. The primary risks associated with investments in fixed-income securities include interest rate risk and credit risk.
Interest Rate Risk The value of fixed-income securities will be directly affected by trends in interest rates. For example, in times of rising interest rates, the value of these type of securities tends to decrease. When interest rates fall, the value of these securities tends to rise. Interest rate changes have a greater effect on the price of fixed-income securities with longer durations and maturities. Fixed income securities with longer maturities will therefore be more volatile than fixed income securities with shorter maturities. Conversely, fixed income securities with shorter maturities will be less volatile but generally provide lower returns than fixed income securities with longer maturities.
Credit Risk If the issuer of a portfolio security is unable or unwilling to make timely interest or other income payments to an underlying fund, the underlying funds income available for distribution to shareholders (including the Series) and the underlying funds yield may decrease. Credit risk for debt obligations generally increases as the credit rating declines. Thus, when the credit rating declines, there is an increased chance the issuer may not be able to make principal and interest payments on time.
Foreign Investments
Some of the underlying funds may invest in foreign securities. Foreign investments could be more difficult to sell than U.S. investments. They also may subject the underlying fund to risks different from investing in domestic securities. Investments in foreign securities involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders.
Some foreign securities are issued by companies organized outside the United States and are traded only or primarily in trading markets outside the United States. These foreign securities can be subject to most, if not all, of the risks of foreign investing. Some foreign securities are issued by companies organized outside the United States but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, American Depositary Receipts and shares of some large foreign-based companies are traded on principal U.S. exchanges. Other securities are not traded in the United States
but are denominated in U.S. dollars. These securities are not subject to all the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar-denominated securities traded in U.S. securities markets.
Emerging Market Investment Risk. Some underlying funds may invest in companies located in emerging market countries and regions. Investment in less developed countries whose markets are still developing generally presents risks in greater degree than those presented by investment in foreign issuers based in countries with developed securities markets and more advanced regulatory systems. Prior governmental approval of foreign investments may be required under certain circumstances in some developing countries, and the extent of foreign investment in domestic companies may be subject to limitation in other developing countries. The charters of individual companies in developing countries may impose limitations on foreign ownership to prevent, among other concerns, violation of foreign investment limitations.
The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been (and may continue to be) adversely affected by economic conditions in these countries.
Foreign Currency Risk. Some underlying funds may invest in securities denominated in foreign currencies. Changes in foreign exchange rates will affect the value of those securities denominated or quoted in currencies other than the U.S. dollar. The forces of supply and demand in the foreign exchange markets determine exchange rates and these forces are in turn affected by a range of economic, political, financial, governmental and other factors. Exchange rate fluctuations can affect the underlying funds net asset value (share price) and dividends either positively or negatively depending upon whether foreign currencies are appreciating or depreciating in value relative to the U.S. dollar. Exchange rates fluctuate over both the short and long terms. In addition, when certain foreign countries experience economic difficulties, there is an increased risk that the foreign government may impose restrictions on the free exchange of its currency.
Growth Stock Investment Risk
Certain of the underlying funds may invest in growth stocks. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing companys growth of earnings potential. Also, because growth stocks typically make little or no dividend payments to shareholders, investment return is based on a stocks capital appreciation, making return more dependent on market increases and decreases. Growth stocks are therefore more volatile than non-growth stocks to market changes, tending to rise faster when markets rise and drop more sharply when markets fall. Growth investing will typically underperform when value investing is in favor.
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Illiquid Securities
Some of the underlying funds may invest in illiquid securities. An illiquid investment is a security or other position that cannot be disposed of quickly in the normal course of business. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as restricted securities). Securities owned by an underlying fund that are not liquid may be difficult to sell because there may be no active markets for resale and fewer potential buyers. This can make illiquid investments more likely than other types of investments to lose value. In extreme cases it may be impossible to resell them and they can become almost worthless.
Index Investment Risk
An investment in an underlying fund that attempts to track an index, is subject to the risk of losing money on the investment and the risk that the underlying fund could under-perform other investments, if the value of the index goes down. Unlike other funds that do not attempt to track an index, the underlying fund may not use certain techniques to reduce the risk of loss. For example, the underlying fund generally will not keep any significant portion of its assets in cash. As a result, the underlying fund may go down in value more than an actively managed fund in the event of a general market decline.
In addition, such investments are subject to tracking error risk whereby the returns of the underlying fund deviate from those of its index. Because the underlying fund incurs fees and expenses, such as brokerage commissions, whereas the index does not, the underlying fund will tend to underperform the performance of the index. Other factors that may cause the returns of the underlying fund to deviate from its index include the imperfect correlation between the securities held by the underlying fund and those in its index, rounding of prices, and general changes to the index and to regulatory policies that may affect the ability of an underlying fund to achieve close correlation with its index.
Interest Rate Risk (for income-producing equity securities)
Income producing equity securities may react like fixed-income securities to changes in interest rates. Thus, when interest rates rise, the prices of income-producing equity securities may fall. Conversely, a decrease in interest rates may cause these securities to increase in value.
Junk Bond Investment Risk
Some underlying funds may invest in high-yield, high-risk securities (so-called junk-bonds), which are securities rated below investment grade by the primary rating agencies such as Standard & Poors and Moodys. Below-investment grade securities present a greater risk that the issuer will not be able to make interest or principal payments on time. If this happens, the underlying fund would lose income and could expect a decline in the market value of the securities. Issuers of high-yield securities generally are not as strong financially as those issuing bonds with higher credit ratings, and are more vulnerable to real or perceived economic changes, political changes, or adverse
developments specific to the issuer. Analysis of the creditworthiness of issuers of below investment grade securities may be more complex than for higher grade securities, making it more difficult to accurately predict risk. The junk-bond market can experience sudden and sharp price swings.
Larger Market Capitalization Risk
Companies with large capitalizations go in and out of favor based on market and economic conditions. Larger companies tend to be less volatile than companies with smaller market capitalizations. In exchange for this potentially lower risk, the value of an underlying fund may not rise as much as the value of funds that emphasize companies with smaller market capitalizations.
Market Risk
The value of your shares is based on the market value of the Series investments, including underlying funds. However, the value of the Series investments that support your share value can decrease as well as increase. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. If your financial circumstances are likely to require you to sell your shares at any particular time, rather than holding them indefinitely, you run the risk that your sale of shares will occur when share values have declined.
The value of the Series or an underlying funds investments can decrease for a number of reasons. For example, changing economic conditions may cause a decline in the value of many or most investments. Particular industries can face poor market conditions for their products or services so that companies engaged in those businesses do not perform as well as companies in other industries. Interest rate changes may improve prospects for certain types of businesses and they may worsen prospects for others. Share values also can decline if the specific companies selected for fund investment fail to perform as expected, regardless of general economic trends, industry trends, interest rates and other economic factors. When companies owned by an underlying fund encounter negative conditions they may be unable to continue to pay dividends or interest at expected levels.
Market Trading Risk
The shares of an underlying fund that is an ETF may trade at a premium or discount to their net asset value. In other words, the market value of such an underlying fund may differ from the shares net asset value. The net asset value of underlying fund shares fluctuates with changes in the market value of the funds holdings, while the trading price of shares of underlying funds that are ETFs fluctuates with changes in market supply and demand as well as changes in net asset value.
Mortgage-Backed and Asset-Backed Securities
Some underlying funds may invest in mortgage-backed and other asset-backed securities. Mortgage-backed securities represent interests in pools of mortgages. The mortgages that comprise a pool normally have similar interest rates, maturities and other terms. Mortgages may have fixed or adjustable interest rates. Interests in pools of adjustable rate mortgages are known as ARMs.
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Mortgage-backed securities come in a variety of forms. Many have extremely complicated terms. The simplest form of mortgage-backed securities are pass-though certificates. An issuer of pass-through certificates gathers monthly payments from an underlying pool of mortgages. Then, the issuer deducts its fees and expenses and passes the balance of the payments onto the certificate holders once a month. Holders of pass-through certificates receive a pro rata share of all payments and pre-payments from the underlying mortgages. As a result, the holders assume all the prepayment risks of the underlying mortgages.
It is difficult to predict cash flows from these securities. Payments of principal and interest on underlying mortgages may be allocated among classes in a variety of ways, and the inability to determine specific amounts and timing of prepayments of the underlying loans make it difficult to accurately predict cash flow. The variability of prepayments will tend to limit price gains when interest rates drop and exaggerate price declines when interest rates rise. In the event of high prepayments, an underlying fund may be required to invest these proceeds at a lower interest rate, causing the fund to earn less than if the prepayments had not occurred. Generally, prepayments will increase during a period of falling interest rates.
Certain mortgage-backed securities are created and sold by private firms such as banks and mortgage originators. These securities have no explicit or implicit government guarantees and may involve significant credit risk, in that the issuers of such securities may fail to make timely payments of principal and interest to the underlying fund. In addition, depending on market conditions, such securities may be illiquid or the underlying fund may not be able to secure a market value for the securities.
Non-Diversification Risk
Certain underlying funds may be classified as non-diversified under federal securities laws, which means that they may invest in a smaller number of issuers than a diversified company. Therefore, an underlying fund that is not diversified is more susceptible to any single economic, political or regulatory event affecting those issuers than is a diversified portfolio of a comparable size.
Over-the-Counter Risk
Over-the-counter (OTC) transactions involve risks in addition to those associated with transactions in securities traded on exchanges. OTC-listed companies may have
limited product lines, markets or financial resources. Many OTC stocks trade less frequently and in smaller volume than exchange-listed stocks. The values of these stocks may be more volatile than exchange-listed stocks, and an underlying fund may
REIT Investment Risk
Some underlying funds may invest in Real Estate Investment Trusts (REITs). REITs are pooled investment vehicles which invest primarily in income-producing real estate or real estate related loans. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive
income primarily from the collection of rents. Equity REITs also can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.
Investing in REITs involves the risks generally associated with the real estate industry. Risks associated with the real estate industry in general include: (i) possible declines in the value of real estate; (ii) risks related to general and local economic conditions; (iii) possible lack of availability of mortgage funds; (iv) overbuilding; (v) extended vacancies of properties; (vi) increases in competition, property taxes and operating expenses; (vii) changes in zoning laws; (viii) costs of clean-up of and liability for environmental problems; (ix) casualty or condemnation losses; (x) uninsured damages from flood, earthquakes or other natural disasters; (xi) limitations on and variations in rents; (xii) dependency on property management skill; (xiii) the appeal of properties to tenants; and (xiv) changes in interest rates.
Investing in REITs also involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent on the quality of management skills, are not diversified, and are subject to the risks of financing projects.
If an underlying fund invests in new or unseasoned REIT issuers, it may be difficult or impossible for the fund to ascertain the value of the REITs underlying assets, management capabilities and growth prospects. REITs whose underlying assets include long-term health care projects, such as nursing, retirement and assisted living homes may be affected by federal regulations concerning the health care industry.
REITs (especially mortgage REITs) are subject to interest rate risks. When interest rates decline, the value of a REITs investment in fixed rate obligations usually rises. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. On the other hand, since interest rates on adjustable rate mortgage loans are reset periodically, yields on a REITs investment in such loans will gradually align themselves to current market interest rates. The value of such investments fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
In addition, investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be more subject to abrupt or erratic price movements than larger capitalization stocks included in the S&P 500 Index.
Securities Selection Risk
There is the possibility that the specific securities held by an underlying fund will underperform the securities held by other
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funds in the same asset class or the benchmark that is representative of the general performance of the asset class because of the underlying fund advisors choice of portfolio securities.
Small and Medium Market Capitalization Risk
Certain underlying fund may invest in companies with small and medium capitalizations, which would make the underlying fund more volatile than funds that invest exclusively in companies with larger capitalizations. The smaller companies may be affected to a greater extent than larger companies by changes in general economic conditions and conditions in particular industries. Smaller companies also may be relatively new and not have the same operating history and track record as larger companies. This could make future performance of smaller companies more difficult to predict. Companies with small capitalization are often companies in industries that have recently emerged due to cultural, economic, regulatory or technological developments. Such developments can have a significant positive or negative effect on small capitalization companies and their stock performance. Given the limited operating history and rapidly changing fundamental prospects, investment returns from smaller capitalization companies can be highly volatile. Smaller companies may find their ability to raise capital impaired by their size or lack of operating history. Product lines are often less diversified and subject to competitive threats. Smaller capitalization stocks are subject to varying patterns of trading volume and may, at times, be difficult to sell.
Unrated Securities Investment Risk
Some fixed-income securities may be unrated. Analysis of unrated securities is more complex, making it more difficult to accurately predict risk. Unrated securities may not have as broad a market as rated securities, making them more difficult to sell. This could cause the security to lose value.
Value Investing Risk
Some underlying funds may invest in value stocks. Value stocks are those which are believed to be undervalued in comparison to their peers due to adverse business developments or other factors. The value approach to investing involves the risk that the value of the security will not be recognized for an unexpectedly long period of time, and the risk that the security judged to be undervalued may actually be appropriately priced or even overvalued due to fundamental problems not yet apparent. Value stocks will typically underperform when growth investing is in favor.
Volatility Risk
This is the risk that performance will be affected by unanticipated events (e.g., significant earnings shortfalls or gains, war, or political events) that cause major price changes in individual securities or market sectors.
When-Issued Securities and Forward Commitments
Debt securities are often issued on a when-issued basis. The price (or yield) of such securities is fixed at the time a commitment to purchase is made, but delivery and payment for the when-issued securities take place at a later date. During the
period between purchase and settlement, no payment would be made by the underlying fund and no interest accrues to that underlying fund. The market value of the
when-issued securities on the settlement date may be more or less than the purchase price payable on that date. Similarly, an underlying fund may commit to purchase a security at a future date at a price determined at the time of the commitment;
PVA is the investment advisor to the Series.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, PVA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. PVA, with the approval of the Trusts Board of Trustees, has selected Ibbotson to serve as the limited services subadvisor to the Series. As a limited services subadvisor, Ibbotson has the primary responsibility for providing investment recommendations to PVA, but PVA makes all final investment decisions for the Series. In addition PVA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisors needed to manage or provide recommendations as to all or part of the assets of the Series; (iii) monitors and evaluates the subadvisors investment performance relative to the applicable benchmark indexes; and (iv) monitors the Series compliance with its investment objectives, policies and restrictions.
The Trust and PVA have received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which PVA is permitted, subject to supervision and approval of the Trusts Board of Trustees, to enter into and materially amend subadvisory agreements without such agreements being approved by the shareholders of the Series. The Trust and PVA therefore have the right to hire, terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PVA has the ultimate responsibility to oversee the subadvisors and recommend their hiring, termination, and replacement.
PVA began operations as an investment advisor in 1999. Serving as the investment advisor for the series of the Trust is PVAs sole business activity. As of December 31, 2008, PVA had $1.67 billion in assets under management. PVA is located at One American Row, Hartford, Connecticut 06102-5056.
Ibbotson is the limited services subadvisor to the Series. Ibbotsons principal place of business is located at 225 N. Michigan Ave., Suite 700, Chicago, Illinois, 60601-7676. As of December, 31, 2008, Ibbotson and its affiliates had approximately $46.6 billion in assets under advisement.
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Fees and Expenses Paid by the Series
For the fiscal year ended December 31, 2008, the Series paid PVA a fee for the investment advisory services it performed at an annual percentage rate of 0.40% of the average daily net assets of the Series.
From its investment advisory fee, PVA, not the Series, pays Ibbotson for the services it provides to the Series. (Please see the SAI for more information on subadvisory fees.)
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.15% of the Series average net assets. This expense limitation agreement is effective through April 30, 2010.
Christopher M. Wilkos , CFA has served as portfolio manager for the Series since its inception. Mr. Wilkos is senior vice president (since 2001), Corporate Portfolio Management for The Phoenix Companies, Inc, responsible for managing the general account investment portfolios of the company. He oversees asset allocation, asset-liability management, derivatives management, and performance reporting. Mr. Wilkos joined the company in 1997 as director of Corporate Portfolio Management and was named vice president in 1998.
The limited services subadvisor (subadvisor) has the primary responsibility for providing investment recommendations to the advisor. The subadvisor employs a team-based approach to the management of the Series. No one person is principally responsible for making recommendations for the Series investments. The following individuals share primary responsibility for the advice provided by the subadvisor to the advisor.
Peng Chen, Ph.D, CFA is Ibbotsons President and Chief Investment Officer (since 2005). Mr. Chen joined Ibbotson in 1997. Mr. Chen has expertise in asset allocation, portfolio risk measurement, nontraditional assets, and global financial markets and has published many articles and papers in several journals including Financial Analyst Journal, Journal of Portfolio Management and Journal of Financial Planning.
Scott Wentsel, CFA, CFP ® , is a Vice President and Senior Portfolio Manager (since 2005). Mr. Wentsel joined Ibbotson in 2005. Prior to joining Ibbotson, Mr. Wentsel was an Executive Director at Morgan Stanley where he worked primarily on the Van Kampen Investments asset management business and prior to that engagement he spent thirteen years with Scudder Kemper Investments.
Each Phoenix Dynamic Series has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the Distribution Plan). Pursuant to the Distribution Plan, each Phoenix Dynamic Series has entered into a Distribution
Agreement relating to the Distribution Plan with Phoenix Equity Planning Corporation (the Distributor) located at One American Row, Hartford, CT 06102. The Distributor is an affiliate of the advisor, and serves as principal underwriter for the Trust. The Distribution Plan permits the use of Phoenix Dynamic Series assets to help finance the distribution of the shares of the Phoenix Dynamic Series.
Under the Distribution Plan, the Trust, on behalf of each Phoenix Dynamic Series, is permitted to pay to various service providers up to 0.25% of the average daily net assets of the Series, as payment for services rendered in connection with the distribution of shares. Because these fees are paid out of Series assets on an ongoing basis, over time these costs will increase the cost of your investment and may cost you more than other types of sales charges.
More About the Trust and the Series
The Trust was organized as a Massachusetts business trust on February 18, 1986. The Trusts business and affairs are managed by its Board of Trustees.
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the separate accounts as shareholders of a Massachusetts
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business trust such as the Trust may be liable for debts or claims against the Trust. The Declaration of Trust provides that shareholders shall not be subject to any personal liability for the acts or obligations of the Trust and that every written agreement, undertaking or obligation made or issued by the Trust shall contain a provision to that effect. The Declaration of Trust provides for indemnification out of the Trusts property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of the separate accounts, as shareholders, incurring loss because of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Insurance Companies are the sole shareholders of the Trust, and contract owners and policy owners are fully and completely insulated from the risk of personal liability.
The Trust intends for the Series to qualify as a regulated investment company (a RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of Federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any Federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the contracts, please see the contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
| v |
dilution of the interests of long-term investors, if market timers or others transfer into a fund at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
| v |
an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
| v |
increased brokerage and administrative expenses. |
With respect to the Phoenix Dynamic Series, certain of the underlying funds in which the Series may invest may be more susceptible to Disruptive Trading because of the nature of their investments. Certain underlying funds may invest primarily in international securities or small and mid-cap securities. Funds that invest primarily in international securities may be more susceptible to pricing arbitrage opportunities because of time zone differences between the closing of international and domestic markets. Funds that invest primarily in small and mid-cap securities may be more susceptible to arbitrage opportunities because of the less liquid nature of small and mid-cap securities. To the extent that the Series invests in these types of funds, it may be exposed to these risks of Disruptive Trading. In addition, certain underlying funds may hold significant investments in high yield bonds, and those funds may also be susceptible to market timing because high yield bonds are often thinly traded so that their market prices may not accurately reflect current market developments. Therefore, to the extent that the Series invests in such underlying funds, the Series may be exposed to the effects of Disruptive Trading.
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the Insurance Companies and not the contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by contract owners. Therefore, under the Trusts policies, the Trust delegates to each Insurance Company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the Insurance Company may deem necessary to discourage or reduce Disruptive Trading activities. An Insurance Company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In
| 14 | The Phoenix Dynamic Asset Allocation Series: Moderate |
addition, the Trust, as required under SEC regulations, has entered into an agreement with each Insurance Company under which the Insurance Companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each Insurance Company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the Insurance Companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Shares of the Series are not available to the public directly. Although shares of the Series are owned by the Separate Accounts, contract owners and policy owners do have indirect voting rights with respect to those shares, as described in the prospectus under Shares of Beneficial Interest. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an Insurance Company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate Insurance Company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined with no sales load. The Trust assesses 12b-1 fees for the distribution of shares of the Series.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the contracts or
Determination of Net Asset Value
The net asset value per share of the Series is determined as of the close of regular trading of the NYSE on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, the net asset value of any foreign assets of the Series may be significantly affected on days when an investor has no access to the Series. The net asset value per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities and underlying funds are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining
value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the net asset value of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to materially change the net asset value, then the instrument would be valued using fair value considerations by the Board or its delegates.
Shares of other investment companies are valued at their respective net asset values. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series net asset value.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Net Asset Value: The liabilities are deducted from the assets of the Series. The resulting amount for the Series is then divided by the number of shares outstanding of that Series to produce the net asset value per share.
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the advisor/subadvisor, reflect the securitys market value; (vii) foreign securities subject to trading collars for which none or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
| The Phoenix Dynamic Asset Allocation Series: Moderate | 15 |
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the companys financial statements; (v) recent news about the security or issuer; (vi) changes in interest rates; (vii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (viii) whether two or more dealers with whom the advisor regularly effects trades are willing to purchase or sell the security at comparable prices; (ix) other news events or relevant matters; and (x) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is also available in the SAI.
Legal Proceedings about the Series and PVA and/or its Affiliates
The Trust is not involved in any litigation or arbitration. PVA and/or its insurance affiliates (Phoenix) are regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming Phoenix as a defendant ordinarily involves our activities as an insurer, investor, or taxpayer. Phoenix believes that the outcomes of any pending litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on Phoenixs consolidated financial condition. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on Phoenixs results of operations or cash flows in particular quarterly or annual periods.
Legal Proceedings about Morningstar Inc. and its Affiliates
On January 30, 2009, NewRiver, Inc. filed a lawsuit in the Superior Court of the Commonwealth of Massachusetts against Morningstar, Inc., an affiliate of Ibbotson, alleging that Morningstar inappropriately accessed a database containing SEC-filed mutual fund disclosure documents. On February 4, 2009, the case was removed to the United States District Court for the District of Massachusetts. NewRiver seeks, among other things, a permanent injunction preventing Morningstar from accessing NewRivers Prospectus Express Web-based data warehouse, and unspecified damages.
In February 2005, Morningstar Associates, LLC (Morningstar Associates), an affiliate of Ibbotson, received a request from the SEC for the voluntary production of documents relating to the investment consulting services the company offers to retirement plan providers, including fund lineup recommendations for retirement plan sponsors. In July 2005, the SEC issued a subpoena to Morningstar Associates that was virtually identical to its February 2005 request.
In January 2007, the SEC notified Morningstar Associates that it ended its investigation, with no enforcement action, fines, or penalties.
In December 2004, Morningstar Associates received a subpoena from the New York Attorney Generals office seeking information and documents related to an investigation the New York Attorney Generals office is conducting. The request is similar in scope to the SEC subpoena described above. Morningstar Associates has provided the requested information and documents.
In January 2007, Morningstar Associates received a Notice of Proposed Litigation from the New York Attorney Generals office. The Notice centers on the same issues that became the focus of the SEC investigation described above. The Notice gave Morningstar Associates the opportunity to explain why the New York Attorney Generals office should not institute proceedings. Morningstar Associates promptly submitted its explanation and has cooperated fully with the New York Attorney Generals office.
In May 2005, Morningstar Associates received a subpoena from the United States Department of Labor, seeking information and documents related to an investigation the Department of Labor is conducting. The Department of Labor subpoena is substantially similar in scope to the SEC and New York Attorney General subpoenas.
In January 2007, the Department of Labor issued a request for additional documents pursuant to the May 2005 subpoena, including documents and information regarding Morningstar Associates retirement advice products for plan participants. Morningstar Associates continues to cooperate fully with the Department of Labor.
Morningstar Associates cannot predict the scope, timing, or outcome of this matter, which may include the institution of administrative, civil, injunctive, or criminal proceedings, the imposition of fines and penalties, and other remedies and sanctions, any of which could lead to an adverse impact on its stock price, the inability to attract or retain key employees, and the loss of customers. Morningstar Associates also cannot predict what impact, if any, this matter may have on its business, operating results, or financial condition.
| 16 | The Phoenix Dynamic Asset Allocation Series: Moderate |
The financial highlights table provided below is intended to help you understand the Series financial performance since the Series inception. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and incorporated by reference in the SAI.
Phoenix Dynamic Asset Allocation Series: Moderate
|
2008 |
2007 |
From Inception
|
||||||||||
|
Net asset value, beginning of period |
$ | 10.86 | $ | 10.41 | $ | 10.00 | ||||||
|
Income from investment operations |
||||||||||||
|
Net investment income (loss) |
0.32 | 1 | 0.30 | 1 | 0.15 | |||||||
|
Net realized and unrealized gain (loss) |
(2.04 | ) | 0.54 | 0.42 | ||||||||
|
Total from investment operations |
(1.72 | ) | 0.84 | 0.57 | ||||||||
|
Less distributions |
||||||||||||
|
Dividends from net investment income |
(0.20 | ) | (0.24 | ) | (0.16 | ) | ||||||
|
Distributions from net realized gains |
(0.11 | ) | (0.15 | ) | (0.00 | ) | ||||||
|
Total distributions |
(0.31 | ) | (0.39 | ) | (0.16 | ) | ||||||
|
Change in net asset value |
(2.03 | ) | 0.45 | 0.41 | ||||||||
|
Net asset value, end of period |
$ | 8.83 | $ | 10.86 | $ | 10.41 | ||||||
|
Total return |
(15.80 | )% | 7.98 | % | 5.69 | % 2 | ||||||
|
Ratios/supplemental data: |
||||||||||||
|
Net assets, end of period (thousands) |
$23,033 | $7,337 | $3,861 | |||||||||
|
Ratio to average net assets of: |
||||||||||||
|
Net operating expenses |
0.70 | % | 0.70 | % | 0.70 | % 3 | ||||||
|
Gross operating expenses |
1.09 | % | 1.49 | % | 3.10 | % 3 | ||||||
|
Net investment income |
3.25 | % | 2.80 | % | 3.58 | % 3 | ||||||
|
Portfolio turnover |
126 | % | 140 | % | 81 | % 2 | ||||||
|
1 |
Computed using average shares outstanding. |
|
2 |
Not annualized. |
|
3 |
Annualized. |
| The Phoenix Dynamic Asset Allocation Series: Moderate | 17 |
The SAI dated May 1, 2009 for the Trust, which includes additional information about the Series, is incorporated by reference into this prospectus. Additional information about the Series investments is available in the Series annual and semi-annual reports to shareholders. The annual report discusses market conditions and investment strategies that significantly affected the Series performance during its last fiscal year. To obtain the SAI, the annual report, semi-annual report and other information without charge and to make shareholder inquires, call the Trust at (800) 541-1071 or visit the Trusts Internet site at http://www.phoenixwm.phl.com/public/products/regulatory/index.jsp.
Information about the Series (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C. Reports and other information about the Series are available on the EDGAR Database on the Commissions Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-0102 or by electronic request at the following E-mail address: publicinfo@sec.gov. You can call 202-942-8090 for information on the Public Reference Rooms operations and copying charges.
Investment Company Act File No.: 811-04642
| 18 | The Phoenix Dynamic Asset Allocation Series: Moderate |
THE PHOENIX DYNAMIC ASSET ALLOCATION SERIES: MODERATE GROWTH
| PROSPECTUS | May 1, 2009 |
The Phoenix Dynamic Asset Allocation Series: Moderate Growth (the Series) is a series of an open-end management investment company with an investment objective of long-term capital growth and current income, with a greater emphasis on capital growth.
Shares of the Series are not directly offered to the public and are currently offered through certain separate accounts (separate accounts) to fund variable accumulation annuity contracts and variable universal life insurance policies (collectively, contracts, and individually, contract) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (collectively, the insurance companies). You invest in the Series only by buying a contract and directing the allocation of your payment(s) to the investment option (sometimes known as a subaccount) corresponding to the Series. The investment option, in turn, invests in shares of the Series.
Shares of the Series are offered only where they may lawfully be offered. You should rely only on the information contained in this document or in one that this document refers you to. The Series has not authorized anyone to provide you with information that is different.
An investment in the Series is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
This prospectus describes the Series and provides important information you should know before investing in the Series. You should read this prospectus carefully and keep it for future reference.
The Series is a separate investment portfolio or series of the Phoenix Edge Series Fund (the Trust), which currently consists of eighteen such portfolios. The portfolios of the Trust other than the Series are not discussed in this prospectus.
These securities have not been approved or disapproved by the Securities and Exchange Commission (SEC), nor has the SEC determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
| If you have any questions, please contact: |
|
Phoenix Life Insurance Company | ||
| PO Box 8027 | ||||
| Boston, MA 02266-8027 | ||||
|
|
Tel. 800/541-0171 | |||
| The Phoenix Dynamic Asset Allocation Series: Moderate Growth | 1 |
| Heading | Page | |
| 13 | ||
| 13 | ||
| 14 | ||
| 14 | ||
| Investing in the Series | 15 | |
| 15 | ||
| 15 | ||
| 15 | ||
| Litigation Matters | 16 | |
| Financial Highlights | 17 | |
| 2 | The Phoenix Dynamic Asset Allocation Series: Moderate Growth |
Phoenix Dynamic Asset Allocation Series: Moderate Growth
Investment Objective
The Series seeks long-term capital growth and current income, with a greater emphasis on capital growth. This investment objective may be changed without a shareholder vote.
The Phoenix Dynamic Asset Allocation Series (the Phoenix Dynamic Series) are four separate series of the Trust, of which this Series is one. The Phoenix Dynamic Series were designed on established principles of asset allocation and are intended to provide various levels of potential total return at various levels of risk. Each Phoenix Dynamic Series currently seeks to achieve its investment objective by investing primarily in investment companies, including those commonly known as exchange-traded funds (ETFs), which are not affiliated with the investment advisor or its affiliates, in various combinations and target percentages. General information about ETFs may be found under the More about the Phoenix Dynamic Series section of this prospectus. The Phoenix Dynamic Series operate pursuant to an exemptive order issued by the SEC, which permits each of the Phoenix Dynamic Series to invest in affiliated or unaffiliated mutual funds and ETFs (underlying funds) in excess of certain limitations of the Investment Company Act of 1940. Because the Phoenix Dynamic Series invest in underlying funds, each such Series is considered a fund of funds and bears a proportionate share of the expenses charged by the underlying funds in which it
Principal Investment Strategies
| v |
The Series seeks to achieve its investment objective by investing in shares of a diversified group of underlying funds based on a current target asset allocation of 43% to U.S. equity securities, 40% to fixed-income securities, and 17% to international equity securities. The target asset allocation is subject to change as market and economic conditions change. |
| v |
The Series seeks to provide investors, whose investment goal is geared principally toward capital growth, with a significant allocation to U.S. and foreign equities, but also pursues interest income through an exposure to investment-grade U.S. fixed income securities. |
| v |
The Series seeks to achieve capital growth through its investments in underlying funds that invest primarily in equity securities. These investments may include underlying funds that invest mainly in stocks of large established U.S. companies and, to a lesser extent, in stocks of foreign companies and smaller U.S. companies with above-average growth potential. |
| v |
The Series seeks to achieve its investment objective through investment in a combination of underlying funds as recommended by the subadvisor to the advisor. The Series may invest a substantial portion of its assets, up to 40%, in any one underlying fund. For a list of the underlying funds that this Series may invest in, see More about the Phoenix Dynamic SeriesUnderlying Funds. |
| v |
The subadvisor will review the Series asset allocations at least quarterly and more often if necessary. After each review, the subadvisor may recommend a change in the underlying funds invested in by the Series and/or recommend a change in the asset class allocation percentages. The subadvisor does not, however, enter into portfolio transactions on behalf of the Series. The advisor has the ultimate responsibility for the management of the Series and either accepts, rejects or modifies the subadvisors underlying fund buy/sell recommendation. The advisor anticipates that it will generally follow the subadvisors buy/sell recommendations. |
Principal Risks
The principal risks of investing in the Series are:
| v |
Performance Risk . The assets of the Series are invested in underlying funds, which means that the investment performance of the Series is directly related to the investment performance of these underlying funds. To the extent that the Series may invest up to 40% of its assets in a single underlying fund, the Series performance is even more closely associated with the investment performance of those particular underlying funds. The ability of the Series to meet its investment objective depends upon the allocation of the Series assets among the underlying funds and the ability of an underlying fund to meet its own investment objective. It is possible that an underlying fund will fail to execute its investment strategies effectively. As a result, an underlying fund may not meet its investment objective, which would affect the Series investment performance. There can be no assurance that the investment objective of the Series or any underlying fund will be achieved. For more information on the main risks of the underlying funds, please refer to Other Investment Strategies and Risks. |
| v |
Allocation Risk . The Series is also subject to allocation risk. Allocation risk refers to the possibility that the assets could be allocated in a manner that results in the Series under-performing its peers. Because the underlying funds represent different asset classes, the Series is subject to different levels and combinations of risk, depending on the Series specific asset allocation. |
| v |
Indirect Risks of the Underlying Funds . The value of the investment in the Series may be affected indirectly by the risks of the underlying funds, any of which could cause the Series return or the price of its shares to decrease or could cause the Series yield to fluctuate. The indirect risks that are most likely to affect this Series are: Market Risk, Index Investment Risk, Concentration Risk, Non-Diversification Risk, Market Trading Risk, Interest Rate Risk, Credit Risk, Foreign Investment Risk, Equity Securities Risk, Larger Market Capitalization Risk, Small and Medium Market Capitalization Risk, Growth Stock Investment Risk and Value Investing Risk. See Other Investment Strategies and Risks for a discussion of each of these indirect risks and other risks that may affect the Series. |
| v |
Portfolio Turnover Risk. The Series may, consistent with its investment policies, purchase and sell underlying funds (including ETFs) without regard to the effect on portfolio |
| The Phoenix Dynamic Asset Allocation Series: Moderate Growth | 3 |
|
turnover. High portfolio turnover (e.g. over 100%) may involve correspondingly greater expenses to the Series, including brokerage commissions and other transaction costs on the sale of ETFs and reinvestments in other ETFs. The trading costs associated with portfolio turnover may adversely affect the Series performance. |
Temporary Defensive Strategy
In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the Series may temporarily hold all or a portion of its assets in cash (U.S. dollars, foreign currencies or multi-national currency units), money market instruments, shares of affiliated money market funds, or high-quality debt instruments. As a result, the Series may not be able to achieve its investment objectives.
Calendar Year Annual Total Return
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series total return performance from year to year over the life of the Series. The table shows how the Series average annual returns compare to those of a broad-based securities market index and a composite benchmark that reflects a hypothetical asset allocation among market sectors for the Series. The Series returns in the chart and table do not reflect the deduction of any separate account or contract charges. The returns would have been less than those shown if such charges were deducted. During the period shown in the chart, the highest return for a quarter was 4.26% (quarter ended June 30, 2007) and the lowest return for a quarter was -14.95% (quarter ended December 31, 2008).
|
Average Annual Total Returns
(for the period ended 12/31/08) |
1 Year |
Life of the
Series 1 |
||
| Phoenix Dynamic Asset Allocation Series: Moderate Growth | -25.60% | -4.37% | ||
| Composite: 10% MSCI EAFE Index 2 /40% Barclays Capital Aggregate Bond Index 3 /65% S&P 500 ® Index 4 | -25.07% | -4.02% | ||
| S&P 500 ® Index | -37.00% | -9.05% |
|
1 |
Since February 3, 2006. |
|
2 |
The MSCI EAFE ® Index is a free float-adjusted market capitalization index that measures developed foreign market equity performance, excluding the U.S. and Canada. The index is calculated on a total return basis with gross dividends reinvested. |
|
3 |
The Barclays Capital Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis. |
|
4 |
The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. |
The indices are unmanaged and not available for direct investment;
Series Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Series. The table and the example do not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. See the contract prospectus for a description of those fees or sales charges. If such expenses were included, your costs would be higher.
Annual Series Operating Expenses (expenses that are deducted from Series assets)
| Management Fees | 0.40% | |
| Distribution and/or Service (12b-1) Fees | 0.25% | |
| Other Expenses | 0.36% | |
| Acquired Fund Fees and Expenses 1 | 0.16% | |
| Total Annual Series Operating Expenses 2 | 1.17% | |
| Expense Reimbursements 3 | (0.21%) | |
| Net Annual Series Operating Expenses | 0.96% | |
|
1 |
As an investor in an underlying fund, the Series will also bear its pro rata portion of the operating expenses of the underlying fund, and contract owners, as investors in the Series, indirectly assume a proportional share of these expenses. The expenses of the underlying funds are based upon the weighted average of the total operating expenses of the underlying funds that the Series invested in for the year ended December 31, 2008. Total operating expenses of the underlying funds range from .07% to .72%. For more information, see More about the Phoenix Dynamic Asset Allocation Series. Investors may be able to realize lower aggregate expenses by investing directly in an underlying fund instead of the Series. An investor who chooses to invest directly in an underlying fund would not, however, receive the asset allocation services available in the Series. |
|
2 |
The Total Annual Series Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights table, which table reflects only the operating expenses of the Series and does not include Acquired Fund Fees and Expenses. The figures shown in the table are based on actual expenses paid during the last fiscal year. Expenses are likely to be higher for the current fiscal year given lower asset levels. |
|
3 |
The Trust has entered into an expense limitation agreement with the Series investment advisor whereby the investment advisor has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, acquired fund fees and expenses, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.15% of the Series average net assets. This expense limitation agreement is effective through at least April 30, 2010. |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares
| 4 | The Phoenix Dynamic Asset Allocation Series: Moderate Growth |
at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same, but that the contractual expense reimbursement is in effect only during the first year. The example does not reflect contract fees and charges, and if it did, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
| Phoenix Dynamic Asset Allocation Series: Moderate Growth | $119 | $372 | $644 | $1,420 |
Management of the Series
The Advisor and Subadvisor
Phoenix Variable Advisors, Inc. (PVA) is the investment advisor to the Series. PVA is the investment advisor to the Series. Ibbotson Associates, Inc. (Ibbotson) has served as the limited services subadvisor to the Series since March 3, 2008. You will find more information about PVA and Ibbotson in the Management of the Trust section of this prospectus. The SAI provides additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Series.
More About the Phoenix Dynamic Series
Investment Objectives and Principal Investment Strategies of the Underlying Funds
Because the Series invests in the underlying funds, investors in each Series will be affected by the underlying funds investment strategies in direct proportion to the amount of assets each Series allocates to the underlying fund pursuing such strategies. The underlying funds may have investment objectives that may be changed without approval of the shareholders of the underlying fund. An underlying fund may not be able to achieve its objective.
Underlying Funds
Because the underlying funds are also investment companies, the underlying funds (including underlying ETFs) incur fees and expenses such as trustees fees, operating expenses, licensing fees, registration fees, and marketing expenses, each of which will be reflected in the net asset value of the underlying fund. Accordingly, investors in the underlying funds, such as the Series, pay their proportionate share of these expenses, and, as an investor in the Series, contract owners indirectly bear the expenses of the underlying funds.
The subadvisor develops model portfolios based on an analysis of historical asset class data and the subadvisors forecasts of financial markets and economic trends globally. The subadvisor then recommends underlying funds that correspond to the asset classes represented in the model portfolios.
Certain underlying funds may be advised or subadvised by PVA or one of its affiliates. To the extent that the Series invests in
such affiliated underlying funds, PVA and/or its affiliates will receive advisory or subadvisory compensation from both the Series and those underlying funds with respect to the same assets. In addition, certain other underlying funds or their affiliates may make payments to PVA or its affiliates for administrative and support services that would otherwise be provided by the underlying fund or its affiliates. Accordingly, PVA and its affiliates may benefit financially when the Series invests in certain underlying funds. However, PVA does not intend to give any preference to these funds in making investment decisions for the Series.
The following lists the universe of underlying funds, as recommended by the subadvisor to the advisor, that the Series may invest in and is subject to change:
| Equities U.S. |
| iShares Cohen & Steers Realty Majors Index Fund |
| iShares COMEX Gold Trust |
| iShares Dow Jones Transportation Average Index Fund |
| iShares Dow Jones U.S. Technology Sector Index Fund |
| iShares Dow Jones U.S. Telecommunications Sector Index Fund |
| iShares Dow Jones US Basic Materials Sector Index Fund |
| iShares Dow Jones US Consumer Goods Sector Index Fund |
| iShares Dow Jones US Consumer Services Sector Index Fund |
| iShares Dow Jones US Energy Sector Index Fund |
| iShares Dow Jones US Financial Sector Index Fund |
| iShares Dow Jones US Financial Services Index Fund |
| iShares Dow Jones US Healthcare Sector Index Fund |
| iShares Dow Jones US Industrial Sector Index Fund |
| iShares Dow Jones US Real Estate Index Fund |
| iShares Dow Jones US Utilities Sector Index Fund |
| iShares Goldman Sachs Natural Resources Fund |
| iShares Goldman Sachs Networking Index Fund |
| iShares Goldman Sachs Semiconductor Index Fund |
| iShares Goldman Sachs Software Index Fund |
| iShares Goldman Sachs Technology Index Fund |
| iShares Nasdaq Biotechnology Index Fund |
| Phoenix Capital Growth Series |
| Phoenix-Duff & Phelps Real Estate Securities Series |
| Phoenix Mid-Cap Growth Series |
| Phoenix Small-Cap Growth Series |
| PowerShares Dynamic Biotechnology & Genome Portfolio |
| PowerShares Dynamic Food & Beverage Portfolio |
| PowerShares Dynamic Leisure & Entertainment Portfolio |
| PowerShares Dynamic Media Portfolio |
| PowerShares Dynamic Networking Portfolio |
| PowerShares Dynamic Pharmaceuticals Portfolio |
| PowerShares Dynamic Semiconductors Portfolio |
| PowerShares Dynamic Software Portfolio |
| Sentinal Common Stock Fund |
| streetTracks Gold Trust |
| streetTracks Morgan Stanley High Tech 35 Index Fund |
| streetTracks Wilshire REIT Index Fund |
| Technology Select Sector SPDR |
| The Consumer Discretionary Select Sector SPDR Fund |
| The Consumer Staples Select Sector SPDR Fund |
| The Energy Select Sector SPDR Fund |
| The Financial Select Sector SPDR Fund |
| The Phoenix Dynamic Asset Allocation Series: Moderate Growth | 5 |
| Equities U.S. |
| The Health Care Select Sector SPDR Fund |
| The Industrial Select Sector SPDR Fund |
| The Materials Select Sector SPDR Fund |
| The Utilities Select Sector SPDR Fund |
| Vanguard Consumer Discretionary VIPERs |
| Vanguard Consumer Staples VIPERs |
| Vanguard Energy VIPERs |
| Vanguard Financials VIPERs |
| Vanguard Health Care VIPERs |
| Vanguard Industrial VIPERs |
| Vanguard Information Technology VIPERs |
| Vanguard Large Cap VIPERs |
| Vanguard Materials VIPERs |
| Vanguard REIT VIPERs |
| Vanguard Small Cap Value VIPERs |
| Vanguard Telecommunications Services VIPERs |
| Vanguard Utilities VIPERs |
| Vanguard Value VIPERs |
| Equities International |
| iShares MSCI EAFE Index Fund |
| iShares S&P Developed ex-US Property Index ETF |
| iShares S&P GSCI Commodity-Indexed Trust ETF |
| iShares S&P Global Infrastructure Index ETF |
| Phoenix-Aberdeen International Series |
| SPDR S&P International Small Cap ETF |
| Vanguard Emerging Markets Stock VIPERs |
| Fixed Income |
| iShares GS $ InvestTop Corporate Bond Fund |
| iShares Barclays 1-3 Year Treasury Bond Fund |
| iShares Barclays 20+ Year Treasury Bond Fund |
| iShares Barclays 7-10 Year Treasury Bond Fund |
| iShares Barclays TIPS Bond Fund |
| JPMorgan Short Duration Bond Select Fund |
| Sentinal Bond Fund |
| Vanguard Intermediate-Term Bond VIPERs |
| Vanguard Long-Term Bond VIPERs |
| Vanguard Short-Term Bond VIPERs |
| Cash/Cash Equivalents |
| The Phoenix Money Market Series |
Exchange-Traded Funds
A number of the underlying funds may be exchange-traded funds (ETFs). An ETF is a type of pooled investment vehicle that invests in the securities of other issuers, which, unlike a mutual fund, is traded on an exchange in secondary markets.
An ETF is a fund that holds a portfolio of common stocks designed to track the performance of a particular securities index, like the S&P 500 or NASDAQ, or a portfolio of bonds that may be designed to track a bond index. Each share of an ETF represents an undivided ownership interest in the portfolio held by an ETF. ETFs that track indices hold either:
| v |
shares of all of the companies (or, for a fixed income ETF, bonds) that are represented by a particular index in the same proportion that is represented in the index itself; or |
| v |
shares of a sampling of the companies (or, for a fixed income ETF, bonds) that are represented by a particular index in a proportion meant to track the performance of the entire index. |
ETFs are generally registered as investment companies and issue large blocks of shares (typically 50,000) called creation units in exchange for a specified portfolio of the ETFs underlying securities, plus a cash payment generally equal to accumulated dividends of securities (net of expenses) up to the time of deposit. Creation units are redeemed in kind for a portfolio of the underlying securities (based on the ETFs net asset value), together with a cash payment generally equal to accumulated dividends as of the date of the redemption. Conversely, a creation unit may be purchased from the ETF by depositing a specified portfolio of the ETFs underlying securities, as well as a cash payment generally equal to accumulated dividends of the securities (net of expenses) up to the time of deposit. After issuance by the ETF, shares may be traded like stocks on a securities exchange (e.g., the American Stock Exchange), and the shares may be purchased and sold throughout the trading day based on their market price. The advisor anticipates purchasing and selling ETF shares for the Series on the exchanges on which the ETFs shares are traded.
Standard & Poors, an affiliate of the subadvisor, earns licensing fees from some of the ETFs in which the Series may invest. For more information on this inherent conflict of interest, please see Management of the Trust.
The ETFs invested in by the Phoenix Dynamic Series may include series of the following ETFs:
|
v |
iShares ® Trust iShares ® is a registered trademark of Barclays Global Investors, N.A. (BGI). Neither BGI nor the iShares ® Funds make any representations regarding the advisability of investing in the Phoenix Dynamic Series. |
| v |
PowerShares Exchange-Traded Fund Trust PowerShares is a trademark of PowerShares Capital Management LLC. |
|
v |
SPDR ® Trust SPDR ® is a trademark of The McGraw-Hill Companies, Inc., and has been licensed for use by PDR Services LLC (PDR) and the American Stock Exchange LLC (AMEX) in connection with the listing and trading of SPDRs on the AMEX. These products are not sponsored, sold or endorsed by S&P, a division of The McGraw-Hill Companies, Inc., and S&P makes no representation regarding the advisability of investing in them. The Phoenix Dynamic Series are not sponsored, endorsed, sold, or promoted by PDR. PDR makes no representations and warranties to shareholders of the Phoenix Dynamic Series or any member of the public regarding the advisability of investing in the Phoenix Dynamic Series or the SPDRs. PDR has no obligation or liability in connection with the operation, marketing or trading of the Phoenix Dynamic Series. |
|
v |
streetTRACKS ® Series Trust streetTRACKS ® is a registered trademark of State Street Corporation (State Street). The Phoenix Dynamic Series are not sponsored, endorsed, sold, or promoted by State Street. State Street makes no representations or warranties to the shareholders |
| 6 | The Phoenix Dynamic Asset Allocation Series: Moderate Growth |
|
of the Phoenix Dynamic Series or any member of the public regarding the advisability of investing in the Phoenix Dynamic Series or the streetTRACKS ® Series Trust. State Street has no obligation or liability in connection with the operation, marketing, or trading of the Phoenix Dynamic Series. |
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears under Principal Investment Strategies above. The information below describes other investment strategies and risks that may apply to the Series directly or indirectly through its investments in underlying funds. Further descriptions of these investment strategies and practices can be found in the SAI. The greater the direct or indirect investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Cash Investments
When the subadvisor or advisor of the Series or an underlying fund believes that market conditions are unfavorable for profitable investing, or is otherwise unable to locate attractive investment opportunities, the Series or underlying funds cash or similar investments may increase. In other words, the Series or an underlying fund may not always stay fully invested in stocks and bonds. When the Series or an underlying funds investments in cash or similar investments increase, it may not participate in market advances or declines to the same extent that it would if the Series or underlying fund was more fully invested in stocks and bonds.
Repurchase Agreements. The Series or an underlying fund may invest in repurchase agreements. A repurchase agreement is a transaction where the Series or an underlying fund buys a security from a seller and the seller agrees to buy that same security back at an agreed upon date and price. If a seller of a repurchase agreement defaults and does not repurchase the underlying securities, the Series or the underlying fund may incur a loss if the value of the underlying securities declines. Disposition costs may be incurred in connection with liquidating the underlying securities. If the seller enters into bankruptcy, the Series or the underlying fund may never receive the purchase price or it may be delayed or limited.
High Quality Short-Term Debt Obligations. The Series or an underlying fund may invest in high quality short-term debt obligations including Bankers Acceptances, Commercial Paper and Certificates of Deposit issued or guaranteed by Bank Holding Companies in the U.S., their Subsidiaries and Foreign Branches
or of the World Bank; Variable Amount Master Demand Notes and Variable Rate Notes issued by U.S. and Foreign Corporations.
Commercial paper is a short-term debt obligation with a maturity ranging from one to 270 days issued by banks, corporations, and other borrowers to investors seeking to invest idle cash.
Variable amount master demand notes differ from ordinary commercial paper in that they are issued pursuant to a written agreement between the issuer and the holder, their amounts may be increased from time to time by the holder (subject to an agreed maximum) or decreased by the holder or the issuer, they are payable on demand, the rate of interest payable on them varies with an agreed formula and they are typically not rated by a rating agency. Transfer of such notes is usually restricted by the issuer, and there is no secondary trading market for them. Any variable amount master demand note purchased by an underlying fund will be generally regarded as an illiquid security.
These instruments are subject to credit risk, interest rate risk and foreign investment risk.
Government Securities. The Series or an underlying fund may invest in government securities. Obligations issued or guaranteed by the U.S. Government, its agencies, authorities and instrumentalities only guarantee or insure principal and interest will be timely paid to holders of the securities. The entities do not guarantee that the value of a Series or an underlying funds shares will increase. In addition, not all U.S. Government securities are backed by the full faith and credit of the United States. These securities are also subject to interest rate risk.
Concentration Risk
Another area of risk involves the potential concentration of an underlying funds assets in securities of a particular industry, group of industries, sector, or country. An underlying fund that concentrates in a single industry, group of industries, sector or country may be more susceptible to any single economic, market, political or regulatory occurrence that specifically affects that industry, group of industries, sector or country. The investment portfolio of an underlying fund may be especially sensitive to economic and market factors and risks that specifically affect an industry, sector or country. Additionally, some industries or countries could be subject to greater government regulation than others. Therefore, changes in regulatory policies for those industries or countries may have a material effect on the value of securities issued by companies in those industries or countries. Furthermore, an underlying fund that invests a substantial portion of its assets in related industries or sectors may have greater risk because companies in these industries or sectors may share common characteristics and may react similarly to market developments. As a result, the value of the share price of an underlying fund may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of industries, sectors or countries. The industries, sectors or countries in which an underlying fund may invest in more heavily will vary.
| The Phoenix Dynamic Asset Allocation Series: Moderate Growth | 7 |
Convertible Securities
Some of the underlying funds may invest in convertible securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock of the issuer at a predetermined time(s), price(s) or price formula(s). A convertible security entitles the owner to receive interest paid or accrued on a debt security or dividends paid on preferred stock until the security matures or is converted to common stock. Convertible securities typically have several investment characteristics, such as: (i) yields higher than common stocks but lower than comparable nonconvertible securities; (ii) less fluctuation in value than the underlying common stock, that is, the common stock that the investor receives if he or she converts; and (iii) the potential for capital appreciation if the market price of the underlying common stock increases.
Convertible securities may be subject to redemption at the option of the issuer. If a security is called for redemption, the underlying fund may have to redeem the security, convert it into common stock or sell it to a third party at a price and time that is not beneficial for the underlying fund.
Derivative Investments
Some underlying funds may enter into various instruments that derive their values from those of specific securities, indexes, currencies or other points of reference for both hedging and non-hedging purposes. Derivatives include, but are not limited to, futures, options, forward contracts, swaps, and structured notes. These derivatives may be used to hedge against the economic impact of adverse changes in the market value of portfolio securities because of changes in securities market prices, interest rates or currencies. An underlying fund may also use derivatives as part of its overall investment technique to gain or lessen exposure to various securities, markets and currencies. An underlying fund may also use derivative transactions for certain nonhedging purposes, such as seeking to enhance returns.
As a registered investment companies, the underlying funds are subject to the Investment Company Act of 1940, related rules, and related SEC and SEC staff positions. Therefore, with respect to certain derivatives, an underlying fund must set aside (referred to sometimes as asset segregation) liquid assets or engage in other SEC or SEC staff approved measures while the derivative contracts are open. For example, with respect to forward commitments and futures contracts that are not contractually required to cash settle, an underlying fund must cover its open positions by setting aside liquid assets equal to the contracts full notional value. With respect to forward commitments and futures contracts that are required to cash settle, however, an underlying fund is permitted to set aside liquid assets in an amount equal to the underlying funds daily mark to market (net) obligations if any (i.e., the underlying funds daily liability if any) rather than the notional value.
Derivatives, including those used to manage risk, are themselves subject to risks of the different markets in which they trade and, therefore, may not serve their intended purpose. These investments may not protect an underlying fund from
losses, they may decrease overall return, and they could, in unusual circumstances, expose an underlying fund to losses that could be unlimited. An underlying funds performance may be worse than if it did not make such investments.
If the prices for derivatives and prices in the cash market do not correlate as expected or if expectations about interest rate, exchange rate or general market movements are incorrect, an underlying funds returns may be lower than they would have been if it did not invest in these securities. There is also a risk that the market for reselling derivatives may be limited or nonexistent. An underlying fund could incur unlimited losses if it cannot liquidate its derivatives investments. Decisions about the nature and timing of derivative transactions may result in losses when other investors decisions about the same derivatives result in gains. In addition, some derivatives are subject to the risk that the counterparty to such transaction may not perform as expected.
Equity Securities Risk
In general, prices of equity securities are more volatile than those of fixed-income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example).
Initial Public Offerings Risk. Some of the underlying funds may invest in Initial Public Offerings (IPOs), which typically have less available public information. Investment returns from IPOs may be highly volatile, may be subject to varying patterns of trading volume and these securities may, at times, be difficult to sell. In addition, from time to time, an underlying fund may purchase IPOs and then immediately sell them. This practice will increase portfolio turnover rates and may increase costs, which may negatively affect performance.
Equity Equivalent Investments
Equity equivalents include stock index futures contracts and publicly traded index securities. Stock index futures contracts are agreements whereby two parties agree to take or make delivery of an amount of cash based on the value of an index on a specified future date. Investment in index futures contracts allows an investor to participate in the performance of the index without the costs of buying the stocks comprising the index. Equity equivalents may be used for several purposes: (i) to simulate full investment in the underlying index while retaining a cash balance for fund management purposes; (ii) to facilitate trading; (iii) to reduce transaction costs; or (iv) to seek higher investment returns where an equity equivalent is priced more attractively than securities in the index.
Fixed Income Securities Investment Risk
Some of the underlying funds may invest in fixed-income securities. The primary risks associated with investments in fixed-income securities include interest rate risk and credit risk.
Interest Rate Risk The value of fixed-income securities will be directly affected by trends in interest rates. For example, in
| 8 | The Phoenix Dynamic Asset Allocation Series: Moderate Growth |
times of rising interest rates, the value of these type of securities tends to decrease. When interest rates fall, the value of these securities tends to rise. Interest rate changes have a greater effect on the price of fixed-income securities with longer durations and maturities. Fixed income securities with longer maturities will therefore be more volatile than fixed income securities with shorter maturities. Conversely, fixed income securities with shorter maturities will be less volatile but generally provide lower returns than fixed income securities with longer maturities.
Credit Risk If the issuer of a portfolio security is unable or unwilling to make timely interest or other income payments to an underlying fund, the underlying funds income available for distribution to shareholders (including the Series) and the underlying funds yield may decrease. Credit risk for debt obligations generally increases as the credit rating declines. Thus, when the credit rating declines, there is an increased chance the issuer may not be able to make principal and interest payments on time.
Foreign Investments
Some of the underlying funds may invest in foreign securities. Foreign investments could be more difficult to sell than U.S. investments. They also may subject the underlying fund to risks different from investing in domestic securities. Investments in foreign securities involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders.
Some foreign securities are issued by companies organized outside the United States and are traded only or primarily in trading markets outside the United States. These foreign securities can be subject to most, if not all, of the risks of foreign investing. Some foreign securities are issued by companies organized outside the United States but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, American Depositary Receipts and shares of some large foreign-based companies are traded on principal U.S. exchanges. Other securities are not traded in the United States but are denominated in U.S. dollars. These securities are not subject to all the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar-denominated securities traded in U.S. securities markets.
Emerging Market Investment Risk. Some underlying funds may invest in companies located in emerging market countries and regions. Investment in less developed countries whose markets are still developing generally presents risks in greater degree than those presented by investment in foreign issuers based in countries with developed securities markets and more advanced regulatory systems. Prior governmental approval of foreign investments may be required under certain circumstances in some developing countries, and the extent of foreign investment in domestic companies may be subject to
limitation in other developing countries. The charters of individual companies in developing countries may impose limitations on foreign ownership to prevent, among other concerns, violation of foreign investment limitations.
The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been (and may continue to be) adversely affected by economic conditions in these countries.
Foreign Currency Risk. Some underlying funds may invest in securities denominated in foreign currencies. Changes in foreign exchange rates will affect the value of those securities denominated or quoted in currencies other than the U.S. dollar. The forces of supply and demand in the foreign exchange markets determine exchange rates and these forces are in turn affected by a range of economic, political, financial, governmental and other factors. Exchange rate fluctuations can affect the underlying funds net asset value (share price) and dividends either positively or negatively depending upon whether foreign currencies are appreciating or depreciating in value relative to the U.S. dollar. Exchange rates fluctuate over both the short and long terms. In addition, when certain foreign countries experience economic difficulties, there is an increased risk that the foreign government may impose restrictions on the free exchange of its currency.
Growth Stock Investment Risk
Certain of the underlying funds may invest in growth stocks. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing companys growth of earnings potential. Also, because growth stocks typically make little or no dividend payments to shareholders, investment return is based on a stocks capital appreciation, making return more dependent on market increases and decreases. Growth stocks are therefore more volatile than non-growth stocks to market changes, tending to rise faster when markets rise and drop more sharply when markets fall. Growth investing will typically underperform when value investing is in favor.
Illiquid Securities
Some of the underlying funds may invest in illiquid securities. An illiquid investment is a security or other position that cannot be disposed of quickly in the normal course of business. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as restricted securities). Securities owned by an underlying fund that are not liquid may be difficult to sell because there may be no active markets for resale and fewer potential buyers. This can make illiquid investments more likely than other types of investments to lose value. In extreme cases it may be impossible to resell them and they can become almost worthless.
| The Phoenix Dynamic Asset Allocation Series: Moderate Growth | 9 |
Index Investment Risk
An investment in an underlying fund that attempts to track an index, is subject to the risk of losing money on the investment and the risk that the underlying fund could under-perform other investments, if the value of the index goes down. Unlike other funds that do not attempt to track an index, the underlying fund may not use certain techniques to reduce the risk of loss. For example, the underlying fund generally will not keep any significant portion of its assets in cash. As a result, the underlying fund may go down in value more than an actively managed fund in the event of a general market decline.
In addition, such investments are subject to tracking error risk whereby the returns of the underlying fund deviate from those of its index. Because the underlying fund incurs fees and expenses, such as brokerage commissions, whereas the index does not, the underlying fund will tend to underperform the performance of the index. Other factors that may cause the returns of the underlying fund to deviate from its index include the imperfect correlation between the securities held by the underlying fund and those in its index, rounding of prices, and general changes to the index and to regulatory policies that may affect the ability of an underlying fund to achieve close correlation with its index.
Interest Rate Risk (for income-producing equity securities)
Income producing equity securities may react like fixed-income securities to changes in interest rates. Thus, when interest rates rise, the prices of
Junk Bond Investment Risk
Some underlying funds may invest in high-yield, high-risk securities (so-called junk-bonds), which are securities rated below investment grade by the primary rating agencies such as Standard & Poors and Moodys. Below-investment grade securities present a greater risk that the issuer will not be able to make interest or principal payments on time. If this happens, the underlying fund would lose income and could expect a decline in the market value of the securities. Issuers of high-yield securities generally are not as strong financially as those issuing bonds with higher credit ratings, and are more vulnerable to real or perceived economic changes, political changes, or adverse developments specific to the issuer. Analysis of the creditworthiness of issuers of below investment grade securities may be more complex than for higher grade securities, making it more difficult to accurately predict risk. The junk-bond market can experience sudden and sharp price swings.
Larger Market Capitalization Risk
Companies with large capitalizations go in and out of favor based on market and economic conditions. Larger companies tend to be less volatile than companies with smaller market capitalizations. In exchange for this potentially lower risk, the value of an underlying fund may not rise as much as the value of funds that emphasize companies with smaller market capitalizations.
Market Risk
The value of your shares is based on the market value of the Series investments, including underlying funds. However, the value of the Series investments that support your share value can decrease as well as increase. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. If your financial circumstances are likely to require you to sell your shares at any particular time, rather than holding them indefinitely, you run the risk that your sale of shares will occur when share values have declined.
The value of the Series or an underlying funds investments can decrease for a number of reasons. For example, changing economic conditions may cause a decline in the value of many or most investments. Particular industries can face poor market conditions for their products or services so that companies engaged in those businesses do not perform as well as companies in other industries. Interest rate changes may improve prospects for certain types of businesses and they may worsen prospects for others. Share values also can decline if the specific companies selected for fund investment fail to perform as expected, regardless of general economic trends, industry trends, interest rates and other economic factors. When companies owned by an underlying fund encounter negative conditions they may be unable to continue to pay dividends or interest at expected levels.
Market Trading Risk
The shares of an underlying fund that is an ETF may trade at a premium or discount to their net asset value. In other words, the market value of such an underlying fund may differ from the shares net asset value. The net asset value of underlying fund shares fluctuates with changes in the market value of the funds holdings, while the trading price of shares of underlying funds that are ETFs fluctuates with changes in market supply and demand as well as changes in net asset value.
Mortgage-Backed and Asset-Backed Securities
Some underlying funds may invest in mortgage-backed and other asset-backed securities. Mortgage-backed securities represent interests in pools of mortgages. The mortgages that comprise a pool normally have similar interest rates, maturities and other terms. Mortgages may have fixed or adjustable interest rates. Interests in pools of adjustable rate mortgages are known as ARMs.
Mortgage-backed securities come in a variety of forms. Many have extremely complicated terms. The simplest form of mortgage-backed securities are pass-though certificates. An issuer of pass-through certificates gathers monthly payments from an underlying pool of mortgages. Then, the issuer deducts its fees and expenses and passes the balance of the payments onto the certificate holders once a month. Holders of pass-through certificates receive a pro rata share of all payments and pre-payments from the underlying mortgages. As a result, the holders assume all the prepayment risks of the underlying mortgages.
It is difficult to predict cash flows from these securities. Payments of principal and interest on underlying mortgages may
| 10 | The Phoenix Dynamic Asset Allocation Series: Moderate Growth |
be allocated among classes in a variety of ways, and the inability to determine specific amounts and timing of prepayments of the underlying loans make it difficult to accurately predict cash flow. The variability of prepayments will tend to limit price gains when interest rates drop and exaggerate price declines when interest rates rise. In the event of high prepayments, an underlying fund may be required to invest these proceeds at a lower interest rate, causing the fund to earn less than if the prepayments had not occurred. Generally, prepayments will increase during a period of falling interest rates.
Certain mortgage-backed securities are created and sold by private firms such as banks and mortgage originators. These securities have no explicit or implicit government guarantees and may involve significant credit risk, in that the issuers of such securities may fail to make timely payments of principal and interest to the underlying fund. In addition, depending on market conditions, such securities may be illiquid or the underlying fund may not be able to secure a market value for the securities.
Non-Diversification Risk
Certain underlying funds may be classified as non-diversified under federal securities laws, which means that they may invest in a smaller number of issuers than a diversified company. Therefore, an underlying fund that is not diversified is more susceptible to any single economic, political or regulatory event affecting those issuers than is a diversified portfolio of a comparable size.
Over-the-Counter Risk
Over-the-counter (OTC) transactions involve risks in addition to those associated with transactions in securities traded on exchanges. OTC-listed companies may have limited product lines, markets or financial resources. Many OTC stocks trade less frequently and in smaller volume than exchange-listed stocks. The values of these stocks may be more volatile than exchange-listed stocks, and an underlying fund may experience difficulty in buying and selling these stocks at prevailing market prices.
REIT Investment Risk
Some underlying funds may invest in Real Estate Investment Trusts (REITs). REITs are pooled investment vehicles which invest primarily in income-producing real estate or real estate related loans. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs also can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.
Investing in REITs involves the risks generally associated with the real estate industry. Risks associated with the real estate industry in general include: (i) possible declines in the value of real estate; (ii) risks related to general and local economic conditions; (iii) possible lack of availability of mortgage funds; (iv) overbuilding; (v) extended vacancies of properties; (vi) increases in competition, property taxes and operating
expenses; (vii) changes in zoning laws; (viii) costs of clean-up of and liability for environmental problems; (ix) casualty or condemnation losses; (x) uninsured damages from flood, earthquakes or other natural disasters; (xi) limitations on and variations in rents; (xii) dependency on property management skill; (xiii) the appeal of properties to tenants; and (xiv) changes in interest rates.
Investing in REITs also involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent on the quality of management skills, are not diversified, and are subject to the risks of financing projects.
If an underlying fund invests in new or unseasoned REIT issuers, it may be difficult or impossible for the fund to ascertain the value of the REITs underlying assets, management capabilities and growth prospects. REITs whose underlying assets include long-term health care projects, such as nursing, retirement and assisted living homes may be affected by federal regulations concerning the health care industry.
REITs (especially mortgage REITs) are subject to interest rate risks. When interest rates decline, the value of a REITs investment in fixed rate obligations usually rises. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. On the other hand, since interest rates on adjustable rate mortgage loans are reset periodically, yields on a REITs investment in such loans will gradually align themselves to current market interest rates. The value of such investments fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
In addition, investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be more subject to abrupt or erratic price movements than larger capitalization stocks included in the S&P 500 Index.
Securities Selection Risk
There is the possibility that the specific securities held by an underlying fund will underperform the securities held by other funds in the same asset class or the benchmark that is representative of the general performance of the asset class because of the underlying fund advisors choice of portfolio securities.
Small and Medium Market Capitalization Risk
Certain underlying fund may invest in companies with small and medium capitalizations, which would make the underlying fund more volatile than funds that invest exclusively in companies with larger capitalizations. The smaller companies may be affected to a greater extent than larger companies by changes in general economic conditions and conditions in particular industries. Smaller companies also may be relatively new and not have the same operating history and track record
| The Phoenix Dynamic Asset Allocation Series: Moderate Growth | 11 |
as larger companies. This could make future performance of smaller companies more difficult to predict. Companies with small capitalization are often companies in industries that have recently emerged due to cultural, economic, regulatory or technological developments. Such developments can have a significant positive or negative effect on small capitalization companies and their stock performance. Given the limited operating history and rapidly changing fundamental prospects, investment returns from smaller capitalization companies can be highly volatile. Smaller companies may find their ability to raise capital impaired by their size or lack of operating history. Product lines are often less diversified and subject to competitive threats. Smaller capitalization stocks are subject to varying patterns of trading volume and may, at times, be difficult to sell.
Unrated Securities Investment Risk
Some fixed-income securities may be unrated. Analysis of unrated securities is more complex, making it more difficult to accurately predict risk. Unrated securities may not have as broad a market as rated securities, making them more difficult to sell. This could cause the security to
Value Investing Risk
Some underlying funds may invest in value stocks. Value stocks are those which are believed to be undervalued in comparison to their peers due to adverse business developments or other factors. The value approach to investing involves the risk that the value of the security will not be recognized for an unexpectedly long period of time, and the risk that the security judged to be undervalued may actually be appropriately priced or even overvalued due to fundamental problems not yet apparent. Value stocks will typically underperform when growth investing is in favor.
Volatility Risk
This is the risk that performance will be affected by unanticipated events (e.g., significant earnings shortfalls or gains, war, or political events) that cause major price changes in individual securities or market sectors.
When-Issued Securities and Forward Commitments
Debt securities are often issued on a when-issued basis. The price (or yield) of such securities is fixed at the time a commitment to purchase is made, but delivery and payment for the when-issued securities take place at a later date. During the period between purchase and settlement, no payment would be made by the underlying fund and no interest accrues to that underlying fund. The market value of the when-issued securities on the settlement date may be more or less than the purchase price payable on that date. Similarly, an underlying fund may commit to purchase a security at a future date at a price determined at the time of the commitment; these forward commitments are procedurally very similar to purchases of when-issued
PVA is the investment advisor to the Series.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, PVA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. PVA, with the approval of the Trusts Board of Trustees, has selected Ibbotson to serve as the limited services subadvisor to the Series. As a limited services subadvisor, Ibbotson has the primary responsibility for providing investment recommendations to PVA, but PVA makes all final investment decisions for the Series. In addition PVA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisors needed to manage or provide recommendations as to all or part of the assets of the Series; (iii) monitors and evaluates the subadvisors investment performance relative to the applicable benchmark indexes; and (iv) monitors the Series compliance with its investment objectives, policies and restrictions.
The Trust and PVA have received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which PVA is permitted, subject to supervision and approval of the Trusts Board of Trustees, to enter into and materially amend subadvisory agreements without such agreements being approved by the shareholders of the Series. The Trust and PVA therefore have the right to hire, terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PVA has the ultimate responsibility to oversee the subadvisors and recommend their hiring, termination, and replacement.
PVA began operations as an investment advisor in 1999. Serving as the investment advisor for the series of the Trust is PVAs sole business activity. As of December 31, 2008, PVA had $1.67 billion in assets under management. PVA is located at One American Row, Hartford, Connecticut 06102-5056.
Ibbotson is the limited services subadvisor to the Series. Ibbotsons principal place of business is located at 225 N. Michigan Ave., Suite 700, Chicago, Illinois, 60601-7676. As of December, 31, 2008, Ibbotson and its affiliates had approximately $46.6 billion in assets under advisement.
Fees and Expenses Paid by the Series
For the fiscal year ended December 31, 2008, the Series paid PVA a fee for the investment advisory services it performed at an annual percentage rate of 0.40% of the average daily net assets of the Series.
From its investment advisory fee, PVA, not the Series, pays Ibbotson for the services it provides to the Series. (Please see the SAI for more information on subadvisory fees.)
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in
| 12 | The Phoenix Dynamic Asset Allocation Series: Moderate Growth |
connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.15% of the Series
Christopher M. Wilkos , CFA has served as portfolio manager for the Series since its inception. Mr. Wilkos is senior vice president (since 2001), Corporate Portfolio Management for The Phoenix Companies, Inc, responsible for managing the general account investment portfolios of the company. He oversees asset allocation, asset-liability management, derivatives management, and performance reporting. Mr. Wilkos joined the company in 1997 as director of Corporate Portfolio Management and was named vice president in 1998.
The limited services subadvisor (subadvisor) has the primary responsibility for providing investment recommendations to the advisor. The subadvisor employs a team-based approach to the management of the Series. No one person is principally responsible for making recommendations for the Series investments. The following individuals share primary responsibility for the advice provided by the subadvisor to the advisor.
Peng Chen, Ph.D, CFA is Ibbotsons President and Chief Investment Officer (since 2005). Mr. Chen joined Ibbotson in 1997. Mr. Chen has expertise in asset allocation, portfolio risk measurement, nontraditional assets, and global financial markets and has published many articles and papers in several journals including Financial Analyst Journal, Journal of Portfolio Management and Journal of Financial Planning.
Scott Wentsel, CFA, CFP ® , is a Vice President and Senior Portfolio Manager (since 2005). Mr. Wentsel joined Ibbotson in 2005. Prior to joining Ibbotson, Mr. Wentsel was an Executive Director at Morgan Stanley where he worked primarily on the Van Kampen Investments asset management business and prior to that engagement he spent thirteen years with Scudder Kemper Investments.
Each Phoenix Dynamic Series has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the Distribution Plan). Pursuant to the Distribution Plan, each Phoenix Dynamic Series has entered into a Distribution Agreement relating to the Distribution Plan with Phoenix Equity Planning Corporation (the Distributor) located at One American Row, Hartford, CT 06102. The Distributor is an affiliate of the advisor, and serves as principal underwriter for the Trust. The Distribution Plan permits the use of Phoenix Dynamic Series assets to help finance the distribution of the shares of the Phoenix Dynamic Series.
Under the Distribution Plan, the Trust, on behalf of each Phoenix Dynamic Series, is permitted to pay to various service providers up to 0.25% of the average daily net assets of the Series, as payment for services rendered in connection with the distribution of shares. Because these fees are paid out of Series assets on an ongoing basis, over time these costs will increase the cost of your investment and may cost you more than other types of sales charges.
More About the Trust and the Series
The Trust was organized as a Massachusetts business trust on February 18, 1986. The Trusts business and affairs are managed by its Board of Trustees.
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the separate accounts as shareholders of a Massachusetts business trust such as the Trust may be liable for debts or claims against the Trust. The Declaration of Trust provides that shareholders shall not be subject to any personal liability for the acts or obligations of the Trust and that every written agreement, undertaking or obligation made or issued by the Trust shall contain a provision to that effect. The Declaration of Trust provides for indemnification out of the Trusts property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of the separate accounts, as shareholders, incurring loss because of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Insurance Companies are the sole shareholders of the Trust, and contract owners and policy owners are fully and completely insulated from the risk of personal liability.
| The Phoenix Dynamic Asset Allocation Series: Moderate Growth | 13 |
The Trust intends for the Series to qualify as a regulated investment company (a RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of Federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any Federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the contracts, please see the contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
| v |
dilution of the interests of long-term investors, if market timers or others transfer into a fund at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
| v |
an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
| v |
increased brokerage and administrative expenses. |
With respect to the Phoenix Dynamic Series, certain of the underlying funds in which the Series may invest may be more susceptible to Disruptive Trading because of the nature of their investments. Certain underlying funds may invest primarily in international securities or small and mid-cap securities. Funds
that invest primarily in international securities may be more susceptible to pricing arbitrage opportunities because of time zone differences between the closing of international and domestic markets. Funds that invest primarily in small and mid-cap securities may be more susceptible to arbitrage opportunities because of the less liquid nature of small and mid-cap securities. To the extent that the Series invests in these types of funds, it may be exposed to these risks of Disruptive Trading. In addition, certain underlying funds may hold significant investments in high yield bonds, and those funds may also be susceptible to market timing because high yield bonds are often thinly traded so that their market prices may not accurately reflect current market developments. Therefore, to the extent that the Series invests in such underlying funds, the Series may be exposed to the effects of Disruptive Trading.
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the Insurance Companies and not the contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by contract owners. Therefore, under the Trusts policies, the Trust delegates to each Insurance Company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the Insurance Company may deem necessary to discourage or reduce Disruptive Trading activities. An Insurance Company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each Insurance Company under which the Insurance Companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each Insurance Company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the Insurance Companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
| 14 | The Phoenix Dynamic Asset Allocation Series: Moderate Growth |
Shares of the Series are not available to the public directly. Although shares of the Series are owned by the Separate Accounts, contract owners and policy owners do have indirect voting rights with respect to those shares, as described in the prospectus under Shares of Beneficial Interest. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an Insurance Company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate Insurance Company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined with no sales load. The Trust assesses 12b-1 fees for the distribution of shares of the Series.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the contracts or
Determination of Net Asset Value
The net asset value per share of the Series is determined as of the close of regular trading of the NYSE on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, the net asset value of any foreign assets of the Series may be significantly affected on days when an investor has no access to the Series. The net asset value per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities and underlying funds are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the net asset value of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted
into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to materially change the net asset value, then the instrument would be valued using fair value considerations by the Board or its delegates.
Shares of other investment companies are valued at their respective net asset values. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series net asset value.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Net Asset Value: The liabilities are deducted from the assets of the Series. The resulting amount for the Series is then divided by the number of shares outstanding of that Series to produce the net asset value per share.
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the advisor/subadvisor, reflect the securitys market value; (vii) foreign securities subject to trading collars for which none or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers
| The Phoenix Dynamic Asset Allocation Series: Moderate Growth | 15 |
and/or pricing services; (iv) an analysis of the companys financial statements; (v) recent news about the security or issuer; (vi) changes in interest rates; (vii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (viii) whether two or more dealers with whom the advisor regularly effects trades are willing to purchase or sell the security at comparable prices; (ix) other news events or relevant matters; and (x) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is also available in the SAI.
Legal Proceedings about the Series and PVA and/or its Affiliates
The Trust is not involved in any litigation or arbitration. PVA and/or its insurance affiliates (Phoenix) are regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming Phoenix as a defendant ordinarily involves our activities as an insurer, investor, or taxpayer. Phoenix believes that the outcomes of any pending litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on Phoenixs consolidated financial condition. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on Phoenixs results of operations or cash flows in particular quarterly or annual periods.
Legal Proceedings about Morningstar Inc. and its Affiliates
On January 30, 2009, NewRiver, Inc. filed a lawsuit in the Superior Court of the Commonwealth of Massachusetts against Morningstar, Inc., an affiliate of Ibbotson, alleging that
Morningstar inappropriately accessed a database containing SEC-filed mutual fund disclosure documents. On February 4, 2009, the case was removed to the United States District Court for the District of Massachusetts. NewRiver seeks, among other things, a permanent injunction preventing Morningstar from accessing NewRivers Prospectus Express Web-based data warehouse, and unspecified damages.
In February 2005, Morningstar Associates, LLC (Morningstar Associates), an affiliate of Ibbotson, received a request from the SEC for the voluntary production of documents relating to the investment consulting services the company offers to retirement plan providers, including fund lineup recommendations for retirement plan sponsors. In July 2005, the SEC issued a subpoena to Morningstar Associates that was virtually identical to its February 2005 request.
In January 2007, the SEC notified Morningstar Associates that it ended its investigation, with no enforcement action, fines, or penalties.
In December 2004, Morningstar Associates received a subpoena from the New York Attorney Generals office seeking information and documents related to an investigation the New York Attorney Generals office is conducting. The request is similar in scope to the SEC subpoena described above. Morningstar Associates has provided the requested information and documents.
In January 2007, Morningstar Associates received a Notice of Proposed Litigation from the New York Attorney Generals office. The Notice centers on the same issues that became the focus of the SEC investigation described above. The Notice gave Morningstar Associates the opportunity to explain why the New York Attorney Generals office should not institute proceedings. Morningstar Associates promptly submitted its explanation and has cooperated fully with the New York Attorney Generals office.
In May 2005, Morningstar Associates received a subpoena from the United States Department of Labor, seeking information and documents related to an investigation the Department of Labor is conducting. The Department of Labor subpoena is substantially similar in scope to the SEC and New York Attorney General subpoenas.
In January 2007, the Department of Labor issued a request for additional documents pursuant to the May 2005 subpoena, including documents and information regarding Morningstar Associates retirement advice products for plan participants. Morningstar Associates continues to cooperate fully with the Department of Labor.
Morningstar Associates cannot predict the scope, timing, or outcome of this matter, which may include the institution of administrative, civil, injunctive, or criminal proceedings, the imposition of fines and penalties, and other remedies and sanctions, any of which could lead to an adverse impact on its stock price, the inability to attract or retain key employees, and the loss of customers. Morningstar Associates also cannot predict what impact, if any, this matter may have on its business, operating results, or financial condition.
| 16 | The Phoenix Dynamic Asset Allocation Series: Moderate Growth |
The financial highlights table provided below is intended to help you understand the Series financial performance since the Series inception. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and incorporated by reference in the SAI.
Phoenix Dynamic Asset Allocation Series: Moderate Growth
|
2008 |
2007 |
From Inception
|
|||||||
|
Net asset value, beginning of period |
$11.30 | $10.72 | $10.00 | ||||||
|
Income from investment operations |
|||||||||
|
Net investment income (loss) |
0.26 | 1 | 0.24 | 1 | 0.14 | ||||
|
Net realized and unrealized gain (loss) |
(3.15 | ) | 0.67 | 0.74 | |||||
|
Total from investment operations |
(2.89 | ) | 0.91 | 0.88 | |||||
|
Less distributions |
|||||||||
|
Dividends from net investment income |
(0.23 | ) | (0.20 | ) | (0.14 | ) | |||
|
Distributions from net realized gains |
(0.25 | ) | (0.13 | ) | (0.02 | ) | |||
|
Total distributions |
(0.48 | ) | (0.33 | ) | (0.16 | ) | |||
|
Change in net asset value |
(3.37 | ) | 0.58 | 0.72 | |||||
|
Net asset value, end of period |
$ 7.93 | $11.30 | $10.72 | ||||||
|
Total return |
(25.60 | )% | 8.50 | % | 8.78 | % 2 | |||
|
Ratios/supplemental data: |
|||||||||
|
Net assets, end of period (thousands) |
$21,998 | $19,685 | $9,364 | ||||||
|
Ratio to average net assets of: |
|||||||||
|
Net operating expenses |
0.70 | % | 0.70 | % | 0.70 | % 3 | |||
|
Gross operating expenses |
1.01 | % | 1.11 | % | 1.99 | % 3 | |||
|
Net investment income |
2.60 | % | 2.14 | % | 3.20 | % 3 | |||
|
Portfolio turnover |
177 | % | 146 | % | 106 | % 2 |
|
1 |
Computed using average shares outstanding. |
|
2 |
Not annualized. |
|
3 |
Annualized. |
| The Phoenix Dynamic Asset Allocation Series: Moderate Growth | 17 |
The SAI dated May 1, 2009 for the Trust, which includes additional information about the Series, is incorporated by reference into this prospectus. Additional information about the Series investments is available in the Series annual and semi-annual reports to shareholders. The annual report discusses market conditions and investment strategies that significantly affected the Series performance during its last fiscal year. To obtain the SAI, the annual report, semi-annual report and other information without charge and to make shareholder inquires, call the Trust at (800) 541-1071 or visit the Trusts Internet site at http://www.phoenixwm.phl.com/public/products/regulatory/index.jsp.
Information about the Series (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C. Reports and other information about the Series are available on the EDGAR Database on the Commissions Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-0102 or by electronic request at the following E-mail address: publicinfo@sec.gov. You can call 202-942-8090 for information on the Public Reference Rooms operations and copying charges.
Investment Company Act File No.: 811-04642
| 18 | The Phoenix Dynamic Asset Allocation Series: Moderate Growth |
THE PHOENIX GROWTH AND INCOME SERIES
| PROSPECTUS | May 1, 2009 |
The Phoenix Growth and Income Series (the Series) is a series of an open-end management investment company with an investment objective of capital appreciation and current income.
Shares of the Series are not directly offered to the public and are currently offered through certain separate accounts (separate accounts) to fund variable accumulation annuity contracts and variable universal life insurance policies (collectively, contracts, and individually, contract) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (collectively, the insurance companies). You invest in the Series only by buying a contract and directing the allocation of your payment(s) to the investment option (sometimes known as a subaccount) corresponding to the Series. The investment option, in turn, invests in shares of the Series.
Shares of the Series are offered only where they may lawfully be offered. You should rely only on the information contained in this document or in one that this document refers you to. The Series has not authorized anyone to provide you with information that is different.
An investment in the Series is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
This prospectus describes the Series and provides important information you should know before investing in the Series. You should read this prospectus carefully and keep it for future reference.
The Series is a separate investment portfolio or series of the Phoenix Edge Series Fund (the Trust), which currently consists of eighteen such portfolios. The portfolios of the Trust other than the Series are not discussed in this prospectus.
These securities have not been approved or disapproved by the Securities and Exchange Commission (SEC), nor has the SEC determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
| If you have any questions, please contact: |
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Phoenix Life Insurance Company | ||
| PO Box 8027 | ||||
| Boston, MA 02266-8027 | ||||
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Tel. 800/541-0171 | |||
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| Other Investment Strategies and Risks | 5 | |
| Management of the Series | 7 | |
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| More About the Trust and the Series | 8 | |
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| Investing in the Series | 10 | |
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| Litigation Matters | 11 | |
| Financial Highlights | 12 | |
| 2 | The Phoenix Growth and Income Series |
Phoenix Growth and Income Series
Investment Objective
Capital appreciation and current income.
Principal Investment Strategies
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The Series will invest in equity securities, primarily common stocks. Under normal circumstances, the Series will invest at least 80% of its assets in equity securities. |
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The Series invests in a diversified portfolio of securities of primarily U.S. companies. The Series is designed to invest in equity securities. Under normal circumstances, the Series intends to be fully invested and will attempt to limit its holdings of cash and short-term investments to not more than 2% of its assets. |
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The Series seeks to outperform the S&P 500 ® Index (S&P 500) in total return and dividend yield. The S&P 500 total return can be negative. When this happens, the Series may outperform the S&P 500 but still have a negative return ( i.e. , the Series shares would decline in value). The Series may also underperform the S&P 500. |
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The subadvisor employs a Growth at a Reasonable Price (GARP) philosophy in its equity security selection process. Generally, the Series invests in issuers having capitalizations within the range of companies included in the Russell 1000 Index; however, the Series may invest in mid- and small-cap issuers as well. Security selection begins with a top-down approach and econometric analysis of each sector. Each sector is then analyzed at the industry level. A fundamental analysis is then conducted within the industries to identify securities that the portfolio managers believe offer superior return opportunity. As of December 31, 2008, the market capitalization of companies included in the Russell 1000 Index was $24.4 million to $406 billion. |
Principal Risks
The Series investments are subject generally to market risk and the risk of selecting underperforming securities and asset classes, which may adversely affect the Series and lead to loss of principal.
This Series intends to be fully invested in equity securities. The net asset value of a Series that intends to be fully invested in securities will decrease more quickly if the value of such securities decreases as compared to a Series that holds larger cash positions.
Other principal risks of investing in the Series, which could adversely affect its net asset value, yield and total return, are:
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Equity Securities Risk |
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Larger Market Capitalization Risk |
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Market Risk |
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Securities Selection Risk |
The following is a description of each of these principal risks. A description of other risks that may affect the Series is included below under Other Investment Strategies and Risks.
Equity Securities Risk. In general, prices of equity securities are more volatile than those of fixed-income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example).
Larger Market Capitalization Risk. Companies with large capitalizations go in and out of favor based on market and economic conditions. Larger companies tend to be less volatile than companies with smaller market capitalizations. In exchange for this potentially lower risk, the value of the Series may not rise as much as the value of a fund that emphasizes companies with smaller market capitalizations.
Market Risk. The value of your shares is based on the market value of the Series investments. However, the value of the Series investments that support your share value can decrease as well as increase. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. If your financial circumstances are likely to require you to sell your shares at any particular time, rather than holding them indefinitely, you run the risk that your sale of shares will occur when share values have declined.
The value of the Series investments can decrease for a number of reasons. For example, changing economic conditions may cause a decline in the value of many or most investments. Particular industries can face poor market conditions for their products or services so that companies engaged in those businesses do not perform as well as companies in other industries. Interest rate changes may improve prospects for certain types of businesses and they may worsen prospects for others. Share values also can decline if the specific companies selected for investment fail to perform as expected, regardless of general economic trends, industry trends, interest rates and other economic factors. When companies owned by the Series encounter negative conditions they may be unable to continue to pay dividends or interest at expected levels.
Securities Selection Risk. There is the possibility that the specific securities held by the Series will underperform the securities held by other funds in the same asset class or the benchmark that is representative of the general performance of the asset class because of the subadvisors choice of portfolio securities.
Calendar Year Annual Total Return
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series performance from year to year over a 10-year period. The table shows how the Series average annual returns compare to those of a broad-based securities market index. The Series past performance is not necessarily an indication of how the Series will perform in the future. The Series returns in the
| The Phoenix Growth and Income Series | 3 |
chart and table do not reflect the deduction of any separate account or contract charges. The returns would have been less than those shown if such charges were deducted. During the 10-year period shown in the chart, the highest return for a quarter was 14.98% (quarter ended June 30, 2003) and the lowest return for a quarter was -20.13% (quarter ended December 31, 2008).
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Average Annual Total Returns
(for the period ended 12/31/08) |
1 Year | 5 Years | 10 Years | |||
| Phoenix Growth and Income Series | -34.93% | -1.20% | -0.69% | |||
| S&P 500 ® Index 1 | -37.00% | -2.19% | -1.38% |
Series Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Series. The table and the example do not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher. Investors should consult the contract prospectus for more information.
Annual Series Operating Expenses (expenses that are deducted from Series assets)
| Management Fees | 0.70% | |
| Distribution and/or Service (12b-1) Fees | None | |
| Other Expenses | 0.29% | |
| Total Annual Series Operating Expenses 1 | 0.99% | |
| Expense Reimbursements 2 | (0.09%) | |
| Net Annual Series Operating Expenses | 0.90% | |
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The figures shown in the table are based on actual expenses paid during the last fiscal year. Expenses are likely to be higher for the current fiscal year given lower asset levels. |
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The Trust has entered into an expense limitation agreement with the Series investment advisor whereby the investment advisor has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.20% of the Series average net assets. This expense limitation agreement is effective through at least April 30, 2010. |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same, but that the contractual expense reimbursement is in effect only during the first year. The example does not reflect contract fees and charges, and if it did, the costs shown would be higher.
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
| Phoenix Growth and Income Series | $101 | $315 | $547 | $1,213 |
Management of the Series
The Advisor and Subadvisor
Phoenix Variable Advisors, Inc. (PVA) has served as the investment advisor to the Series since August 1, 2007. Virtus Investment Advisers, Inc. (Virtus) (formerly known as Phoenix Investment Counsel, Inc.) has served as the subadvisor to the Series since August 1, 2007, and previously served as the investment advisor to the Fund. Virtus is responsible for the Series day-to-day portfolio management. You will find more information about PVA and Virtus in the Management of the Fund section of this prospectus. The SAI provides additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Series.
| 4 | The Phoenix Growth and Income Series |
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears under Principal Investment Strategies above. The information below describes other investment strategies that the Series may use and their risks, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI.
One or more of the following risks may apply to the Series indirectly through its investments in other investment companies, including exchange traded funds (ETFs) The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Cash Investments
When the subadvisor believes that market conditions are unfavorable for profitable investing, or is otherwise unable to locate attractive investment opportunities, the Series cash or similar investments may increase. In other words, the Series may not always stay fully invested in stocks. When the Series investments in cash or similar investments increase, it may not participate in market advances or declines to the same extent that it would if the Series was more fully invested in stocks.
Convertible Securities
The Series may invest in convertible securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock of the issuer at a predetermined time(s), price(s) or price formula(s). A convertible security entitles the owner to receive interest paid or accrued on a debt security or dividends paid on preferred stock until the security matures or is converted to common stock. Convertible securities typically have several investment characteristics, such as: (i) yields higher than common stocks but lower than comparable nonconvertible securities; (ii) less fluctuation in value than the underlying common stock, that is, the common stock that the investor receives if he or she converts; and (iii) the potential for capital appreciation if the market price of the underlying common stock increases.
Convertible securities may be subject to redemption at the option of the issuer. If a security is called for redemption, the Series may have to redeem the security, convert it into common stock or sell it to a third party at a price and time that is not beneficial for the Series.
Derivative Investments
The Series may, but need not, enter into various instruments that derive their values from those of specific securities, indexes, currencies or other points of reference for both hedging and non-hedging purposes. Derivatives include, but are not limited to, futures, options, forward contracts, swaps, and structured notes. These derivatives may be used to hedge against the economic impact of adverse changes in the market value of portfolio securities because of changes in securities market prices, interest rates or currencies. The Series may also use derivatives as part of its overall investment technique to gain or lessen exposure to various securities, markets and currencies.
The Series may also use derivative transactions for certain nonhedging purposes, such as seeking to enhance returns. The Series engages in derivatives transactions primarily for hedging purposes.
The Series may invest up to an aggregate of 5% of its total assets in exchange-traded or over-the-counter call and put options on securities, securities indexes and foreign currencies.
Immediately after entering into a futures contract for the receipt or delivery of a security, the value of the securities called for by all of the Series futures contracts (both for receipt and delivery) will not exceed 10% of its total assets.
As a registered investment company, the Series is subject to the Investment Company Act of 1940, related rules, and related SEC and SEC staff positions. Therefore, with respect to certain derivatives, the Series must set aside (referred to sometimes as asset segregation) liquid assets or engage in other SEC or SEC staff approved measures while the derivative contracts are open. For example, with respect to forward commitments and futures contracts that are not contractually required to cash settle, the Series must cover its open positions by setting aside liquid assets equal to the contracts full notional value. With respect to forward commitments and futures contracts that are required to cash settle, however, the Series is permitted to set aside liquid assets in an amount equal to the Series daily mark to market (net) obligations if any (i.e., the Series daily liability if any) rather than the notional value.
Derivatives, including those used to manage risk, are themselves subject to risks of the different markets in which they trade and, therefore, may not serve their intended purpose. These investments may not protect the Series from losses, they may decrease overall return, and they could, in unusual circumstances, expose the Series to losses that could be unlimited. The Series performance may be worse than if it did not make such investments.
If the prices for derivatives and prices in the cash market do not correlate as expected or if expectations about interest rate, exchange rate or general market movements are incorrect, a Series returns may be lower than they would have been if it did not invest in these securities. There is also a risk that the market for reselling derivatives may be limited or nonexistent. A Series could incur unlimited losses if it cannot liquidate its derivatives investments. Decisions about the nature and timing of derivative transactions may result in losses when other investors decisions about the same derivatives result in gains. In addition, some derivatives are subject to the risk that the counterparty to such transaction may not perform as expected.
Equity Equivalent Investments
Equity equivalents include stock index futures contracts and publicly traded index securities. Stock index futures contracts are agreements whereby two parties agree to take or make delivery of an amount of cash based on the value of an index on a specified future date. Investment in index futures contracts allows an investor to participate in the performance of the index without the costs of buying the stocks comprising the index. Equity equivalents may be used for several purposes: (i) to
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simulate full investment in the underlying index while retaining a cash balance for fund management purposes; (ii) to facilitate trading; (iii) to reduce transaction costs; or (iv) to seek higher investment returns where an equity equivalent is priced more attractively than securities in the index.
Foreign Investments
The Series may invest in foreign securities. Foreign investments could be more difficult to sell than U.S. investments. They also may subject a Series to risks different from investing in domestic securities. Investments in foreign securities involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders.
Some foreign securities are issued by companies organized outside the United States and are traded only or primarily in trading markets outside the United States. These foreign securities can be subject to most, if not all, of the risks of foreign investing. Some foreign securities are issued by companies organized outside the United States but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, American Depositary Receipts and shares of some large foreign-based companies are traded on principal U.S. exchanges. Other securities are not traded in the United States but are denominated in U.S. dollars. These securities are not subject to all the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar-denominated securities traded in U.S. securities markets.
Foreign Currency Risk. The Series may invest in securities denominated in foreign currencies. Changes in foreign exchange rates will affect the value of those securities denominated or quoted in currencies other than the U.S. dollar. The forces of supply and demand in the foreign exchange markets determine exchange rates and these forces are in turn affected by a range of economic, political, financial, governmental and other factors. Exchange rate fluctuations can affect the Series net asset value (share price) and dividends either positively or negatively depending upon whether foreign currencies are appreciating or depreciating in value relative to the U.S. dollar. Exchange rates fluctuate over both the short and long terms. In addition, when certain foreign countries experience economic difficulties, there is an increased risk that the foreign government may impose restrictions on the free exchange of its currency.
Illiquid Securities
The Series may invest up to 15% of its assets in illiquid securities. An illiquid investment is a security or other position that cannot be disposed of quickly in the normal course of business. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as restricted securities). Securities owned by the Series that are not liquid may be difficult to sell because there may be no active markets
for resale and fewer potential buyers. This can make illiquid investments more likely than other types of investments to lose value. In extreme cases it may be impossible to resell them and they can become almost worthless to the Series.
Initial Public Offerings
The Series may invest in equity securities in Initial Public Offerings (IPOs), which typically have less available public information. Investment returns from IPOs may be highly volatile, may be subject to varying patterns of trading volume and these securities may, at times, be difficult to sell. In addition, from time to time, the Series may purchase IPOs and then immediately sell them. This practice will increase portfolio turnover rates and may increase costs, which may negatively affect Series performance.
Interest Rate Risk (for income-producing equity securities)
Income producing equity securities may react like fixed-income securities to changes in interest rates. Thus, when interest rates rise, the prices of income-producing equity securities may fall. Conversely, a decrease in interest rates may cause these securities to increase in value.
Investments in Other Investment Companies and Exchange Traded Funds
The Series may invest in securities of other investment companies, including shares of closed-end investment companies, unit investment trusts, and open-end investment companies. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management fees and operating expenses. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value. Others are continuously offered at net asset value, but may also be traded in the secondary market.
The Series may also acquire exchange-traded funds or similar securities in order to achieve market or industry exposure pending direct investments in equity securities. An exchange-traded fund is an investment company the shares of which are continuously offered at net asset value only in large aggregations, but are traded on an exchange in smaller amounts.
Assets invested in other investment companies incur a layering of expenses including operating costs, advisory fees and administrative fees that investors in the Series will indirectly bear.
Over-the-Counter Risk
Over-the-counter (OTC) transactions involve risks in addition to those associated with transactions in securities traded on exchanges. OTC-listed companies may have limited product lines, markets or financial resources. Many OTC stocks trade less frequently and in smaller volume than exchange-listed stocks. The values of these stocks may be more volatile than exchange-listed stocks, and the Series may experience difficulty in buying and selling these stocks at prevailing market prices.
| 6 | The Phoenix Growth and Income Series |
REIT Investment Risk
The Series may invest in Real Estate Investment Trusts (REITs). REITs are pooled investment vehicles which invest primarily in income-producing real estate or real estate related loans. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs also can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.
Investing in REITs involves the risks generally associated with the real estate industry. Risks associated with the real estate industry in general include: (i) possible declines in the value of real estate; (ii) risks related to general and local economic conditions; (iii) possible lack of availability of mortgage funds; (iv) overbuilding; (v) extended vacancies of properties; (vi) increases in competition, property taxes and operating expenses; (vii) changes in zoning laws; (viii) costs of clean-up of and liability for environmental problems; (ix) casualty or condemnation losses; (x) uninsured damages from flood, earthquakes or other natural disasters; (xi) limitations on and variations in rents; (xii) dependency on property management skill; (xiii) the appeal of properties to tenants; and (xiv) changes in interest rates.
Investing in REITs also involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent on the quality of management skills, are not diversified, and are subject to the risks of financing projects.
If the Series invests in new or unseasoned REIT issuers, it may be difficult or impossible for the Series to ascertain the REITs management capabilities and growth prospects, or the value of its underlying assets. REITs whose underlying assets include long-term health care projects, such as nursing, retirement and assisted living homes may be affected by federal regulations concerning the health care industry.
REITs (especially mortgage REITs) are subject to interest rate risks. When interest rates decline, the value of a REITs investment in fixed rate obligations usually rises. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. On the other hand, since interest rates on adjustable rate mortgage loans are reset periodically, yields on a REITs investment in such loans will gradually align themselves to current market interest rates. The value of such investments fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
In addition, investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less
frequently and in a limited volume and may be more subject to abrupt or erratic price movements than larger capitalization stocks included in the S&P 500 Index.
Small and Medium Market Capitalization Risk
The Series
may invest in companies with small and medium capitalizations, which would make the Series more volatile than funds that invest exclusively in companies with larger capitalizations. The smaller companies may be affected to a greater extent than
larger companies by changes in general economic conditions and conditions in particular industries. Smaller companies also may be relatively new and not have the same operating history and track record as larger companies. This could
make future performance of smaller companies more difficult to predict. Companies with small capitalization are often companies in industries that have recently emerged due to cultural, economic, regulatory or technological developments. Such
developments can have a significant positive or negative effect on small capitalization companies and their stock performance. Given the limited operating history and rapidly changing fundamental prospects, investment returns from smaller
capitalization companies can be highly volatile. Smaller companies may find their ability to raise capital impaired by their size or lack of operating history. Product lines are often less diversified and subject to competitive threats. Smaller
Value Investing Risk
The Series may invest in value stocks. Value stocks are those which are believed to be undervalued in comparison to their peers due to adverse business developments or other factors. The value approach to investing involves the risk that the value of the security will not be recognized for an unexpectedly long period of time, and the risk that the security judged to be undervalued may actually be appropriately priced or even overvalued due to fundamental problems not yet apparent. Value stocks will typically underperform when growth investing is in favor.
Volatility Risk
This is the risk that performance will be affected by unanticipated events (e.g., significant earnings shortfalls or gains, war, or
PVA is the investment advisor to the Series.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, PVA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. PVA, with the approval of the Trusts Board of Trustees, has selected Virtus, which currently is not affiliated with PVA, to serve as subadvisor and perform the day-to-day management of the Series. Virtus, subject to the
| The Phoenix Growth and Income Series | 7 |
supervision of PVA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
PVA serves as a manager of managers of the Series. In this capacity, PVA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisors needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisors investment programs and results as well as the performance of the subadvisors relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and PVA have received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which PVA is permitted, subject to supervision and approval of the Trusts Board of Trustees, to enter into and materially amend subadvisory agreements without such agreements being approved by the shareholders of the Series. The Trust and PVA therefore have the right to hire, terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PVA has the ultimate responsibility to oversee the subadvisors and recommend their hiring, termination, and replacement.
PVA began operations as an investment advisor in 1999 and replaced a PVA affiliate as investment advisor to the Series in 2007. Serving as the investment advisor to the series of the Trust is PVAs sole business activity. As of December 31, 2008, PVA had $1.67 billion in assets under management. PVA is located at One American Row, Hartford, Connecticut 06102-5056.
Virtus is the subadvisor to the Series. Virtus was an affiliate of PVA until December 31, 2008, when The Phoenix Companies, Inc., the ultimate parent company of PVA, spun off the asset management segment of its business to shareholders of The Phoenix Companies, Inc. Virtus has acted as an investment advisor for over seventy years. Virtus acts as investment advisor and subadvisor for other mutual funds and to institutional clients. As of December 31, 2008, Virtus had approximately $22.6 billion in assets under management. Virtus is located at 100 Pearl Street, Eighth Floor, Hartford, Connecticut 06103.
Fees and Expenses Paid by the Series
For the fiscal year ended December 31, 2008, the Series paid PVA a fee for the investment advisory services it performed at an annual percentage rate of 0.70% of the average daily net assets of the Series.
From its investment advisory fee, PVA, not the Series, pays Virtus for the management services it provides to the Series. (Please see the SAI for more information on subadvisory fees.)
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series
(excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.20% of the Series average net assets). This expense limitation agreement is effective through April 30, 2010.
Since March 23, 2009, Carlton Neel and David Dickerson have managed the equity investments of the Series and they are jointly and primarily responsible for the day-to-day management of the Series equity investments.
Mr. Neel is a Senior Vice President of Virtus, as well as of Euclid Advisors, LLC (Euclid) and Zweig Advisers, LLC (ZA), which are affiliates of Virtus. He also serves as Portfolio Manager for the Virtus Alternatives Diversifier Fund, the Virtus Balanced Fund and the Virtus Income & Growth Fund, as well as The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc., two closed-end funds managed by ZA. Mr. Neel has been with Euclid and ZA since April 2003 and was previously employed by ZA from 1995 until July 2002.
Mr. Dickerson is a Senior Vice President of Virtus, Euclid and ZA. He also serves as Portfolio Manager for the Virtus Alternatives Diversifier Fund, the Virtus Balanced Fund and the Virtus Income & Growth Fund, as well as The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc., two closed-end funds managed by ZA. Mr. Dickerson has been with Euclid and ZA since April 2003 and was previously employed by ZA from 1993 until July 2002.
More About the Trust and the Series
The Trust was organized as a Massachusetts business trust on February 18, 1986. The Trusts business and affairs are managed by its Board of Trustees.
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights.
| 8 | The Phoenix Growth and Income Series |
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the separate accounts as shareholders of a Massachusetts business trust such as the Trust may be liable for debts or claims against the Trust. The Declaration of Trust provides that shareholders shall not be subject to any personal liability for the acts or obligations of the Trust and that every written agreement, undertaking or obligation made or issued by the Trust shall contain a provision to that effect. The Declaration of Trust provides for indemnification out of the Trusts property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of the separate accounts, as shareholders, incurring loss because of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Insurance Companies are the sole shareholders of the Trust, and contract owners and policy owners are fully and completely insulated from the risk of personal liability.
The Trust intends for the Series to qualify as a regulated investment company (a RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of Federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any Federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information
concerning the federal income tax consequences to purchasers of the contracts, please see the contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
| v |
dilution of the interests of long-term investors, if market timers or others transfer into a fund at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
| v |
an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
| v |
increased brokerage and administrative expenses. |
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the Insurance Companies and not the contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by contract owners. Therefore, under the Trusts policies, the Trust delegates to each Insurance Company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the Insurance Company may deem necessary to discourage or reduce Disruptive Trading activities. An Insurance Company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each Insurance Company under which the Insurance Companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
| The Phoenix Growth and Income Series | 9 |
Although the Trust will endeavor to ensure that each Insurance Company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the Insurance Companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Shares of the Series are not available to the public directly. Although shares of the Series are owned by the Separate Accounts, contract owners and policy owners do have indirect voting rights with respect to those shares, as described in the prospectus under Shares of Beneficial Interest. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an Insurance Company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate Insurance Company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined with no sales load.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the contracts or policies are described in the contract prospectuses, as are other charges.
Determination of Net Asset Value
The net asset value per share of the Series is determined as of the close of regular trading of the NYSE on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series net asset value may be significantly affected on days when an investor has no access to the Series. The net asset value per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the net asset value of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to materially change the net asset value, then the instrument would be valued using fair value considerations by the Board or its delegates.
Shares of other investment companies are valued at their respective net asset values. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series net asset value.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Net Asset Value: The liabilities are deducted from the assets of the Series. The resulting amount for the Series is then divided by the number of shares outstanding of that Series to produce the net asset value per share.
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the advisor/subadvisor, reflect the securitys market value; (vii) foreign securities subject to trading collars for which none or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair
| 10 | The Phoenix Growth and Income Series |
value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the companys financial statements; (v) recent news about the security or issuer; (vi) changes in interest rates; (vii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (viii) whether two or more dealers with whom the advisor regularly effects trades are willing to purchase or sell the security at comparable prices; (ix) other news events or relevant matters; and (x) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value.
Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is also available in the SAI.
Legal Proceedings about the Series and PVA and/or its Affiliates
The Trust is not involved in any litigation or arbitration. PVA and/or its insurance affiliates (Phoenix) are regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming Phoenix as a defendant ordinarily involves our activities as an insurer, investor, or taxpayer. Phoenix believes that the outcomes of any pending litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on Phoenix's consolidated financial condition. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on Phoenix's results of operations or cash flows in particular quarterly or annual periods.
| The Phoenix Growth and Income Series | 11 |
The financial highlights table provided below is intended
to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost)
on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This
information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and
Phoenix Growth and Income Series
|
Year Ended December 31, |
||||||||||||||||||||
|
2008 |
2007 |
2006 |
2005 |
2004 |
||||||||||||||||
|
Net asset value, beginning of period |
$ | 14.94 | $ | 14.51 | $ | 12.52 | $ | 12.07 | $ | 11.06 | ||||||||||
|
Income from investment operations |
||||||||||||||||||||
|
Net investment income (loss) 1 |
0.19 | 0.16 | 0.16 | 0.13 | 0.13 | |||||||||||||||
|
Net realized and unrealized gain (loss) |
(5.35 | ) | 0.81 | 1.98 | 0.45 | 1.02 | ||||||||||||||
|
Total from investment operations |
(5.16 | ) | 0.97 | 2.14 | 0.58 | 1.15 | ||||||||||||||
|
Less distributions |
||||||||||||||||||||
|
Dividends from net investment income |
(0.17 | ) | (0.15 | ) | (0.15 | ) | (0.13 | ) | (0.14 | ) | ||||||||||
|
Dividends from net realized gains |
(0.16 | ) | (0.39 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||||
|
Total distributions |
(0.33 | ) | (0.54 | ) | (0.15 | ) | (0.13 | ) | (0.14 | ) | ||||||||||
|
Change in net asset value |
(5.49 | ) | 0.43 | 1.99 | 0.45 | 1.01 | ||||||||||||||
|
Net asset value, end of period |
$ 9.45 | $ | 14.94 | $ | 14.51 | $ | 12.52 | $ | 12.07 | |||||||||||
|
Total return |
(34.93 | )% | 6.66 | % | 17.18 | % | 4.80 | % | 10.48 | % | ||||||||||
|
Ratios/supplemental data: |
||||||||||||||||||||
|
Net assets, end of period (thousands) |
$85,111 | $159,074 | $167,529 | $141,038 | $149,609 | |||||||||||||||
|
Ratio to average net assets of: |
||||||||||||||||||||
|
Net operating expenses |
0.85 | % | 0.85 | % | 0.91 | % 2 | 0.95 | % | 0.95 | % | ||||||||||
|
Gross operating expenses |
0.99 | % | 0.95 | % | 0.97 | % | 0.99 | % | 0.98 | % | ||||||||||
|
Net investment income |
1.51 | % | 1.03 | % | 1.17 | % | 1.04 | % | 1.13 | % | ||||||||||
|
Portfolio turnover |
56 | % | 44 | % | 37 | % | 44 | % | 58 | % | ||||||||||
|
1 |
Computed using average shares outstanding. |
|
2 |
Represents a blended net operating expense ratio. |
| 12 | The Phoenix Growth and Income Series |
The SAI dated May 1, 2009 for the Trust, which includes additional information about the Series, is incorporated by reference into this prospectus. Additional information about the Series investments is available in the Series annual and semi-annual reports to shareholders. The annual report discusses market conditions and investment strategies that significantly affected the Series performance during its last fiscal year. To obtain the SAI, the annual report, semi-annual report and other information without charge and to make shareholder inquires, call the Trust at (800) 541-1071 or visit the Trusts Internet site at http://www.phoenixwm.phl.com/public/products/regulatory/index.jsp.
Information about the Series (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C. Reports and other information about the Series are available on the EDGAR Database on the Commissions Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-0102 or by electronic request at the following E-mail address: publicinfo@sec.gov. You can call 202-942-8090 for information on the Public Reference Rooms operations and copying charges.
Investment Company Act File No.: 811-04642
| The Phoenix Growth and Income Series | 13 |
THE PHOENIX MID-CAP GROWTH SERIES
| PROSPECTUS | May 1, 2009 |
The Phoenix Mid-Cap Growth Series (the Series) is a series of an open-end management investment company with an investment objective of capital appreciation.
Shares of the Series are not directly offered to the public and are currently offered through certain separate accounts (separate accounts) to fund variable accumulation annuity contracts and variable universal life insurance policies (collectively, contracts, and individually, contract) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (collectively, the insurance companies). You invest in the Series only by buying a contract and directing the allocation of your payment(s) to the investment option (sometimes known as a subaccount) corresponding to the Series. The investment option, in turn, invests in shares of the Series.
Shares of the Series are offered only where they may lawfully be offered. You should rely only on the information contained in this document or in one that this document refers you to. The Series has not authorized anyone to provide you with information that is different.
An investment in the Series is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
This prospectus describes the Series and provides important information you should know before investing in the Series. You should read this prospectus carefully and keep it for future reference.
The Series is a separate investment portfolio or series of the Phoenix Edge Series Fund (the Trust), which currently consists of eighteen such portfolios. The portfolios of the Trust other than the Series are not discussed in this prospectus.
These securities have not been approved or disapproved by the Securities and Exchange Commission (SEC), nor has the SEC determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
| If you have any questions, please contact: |
|
Phoenix Life Insurance Company | ||
| PO Box 8027 | ||||
| Boston, MA 02266-8027 | ||||
|
|
Tel. 800/541-0171 | |||
| The Phoenix Mid-Cap Growth Series | 1 |
TABLE OF CONTENTS
| Heading | Page | |
|
|
||
| 3 | ||
| Other Investment Strategies and Risks | 6 | |
| Management of the Series | 7 | |
| 8 | ||
| 8 | ||
| 8 | ||
| 8 | ||
| More About the Trust and the Series | 8 | |
| 8 | ||
| Heading | Page | |
| 8 | ||
| 8 | ||
| 9 | ||
| Investing in the Series | 9 | |
| 9 | ||
| 9 | ||
| 10 | ||
| Litigation Matters | 11 | |
| Financial Highlights | 12 | |
| 2 | The Phoenix Mid-Cap Growth Series |
Investment Objective
Capital Appreciation.
Principal Investment Strategies
|
v |
The Series will invest in equity securities, primarily common stocks of growth companies. Under normal circumstances the Series will invest at least 80% of its assets in equity securities of companies that, at the time of initial purchase by the Series, had market capitalizations within the range of companies included in the Russell Midcap Growth ® Index. The Series may, at times, have investments in companies with higher or lower market capitalizations. At December 31, 2008, the market capitalization range of companies in the Russell Midcap Growth ® Index was from $1.3 billion to $19 billion. The Series policy of investing 80% of its assets in mid-capitalization equity securities is not fundamental and, therefore, may be changed without shareholder approval, but only upon 60 days written notice to shareholders. |
|
v |
The subadvisor manages the investments of the Series by selecting securities of companies that meet certain fundamental standards and that the subadvisor believes have the potential for above average market appreciation. In evaluating companies potential for market appreciation, the subadvisor seeks companies that it believes will demonstrate greater long-term earnings growth than the average company included in the Russell Midcap Growth ® Index. The strategy is based on the subadvisors view that growth in a companys earnings will correlate with growth in the price of its stock. |
| v |
The subadvisor seeks to identify companies that have the most attractive earnings prospects and favorable valuations, regardless of the size of the company. Generally, however, a portion of the Series portfolio will be invested in larger, well-known companies that have established histories of profitability and/or dividend payment. |
| v |
Although the Series stresses long-term earnings growth potential, the subadvisor may buy securities in anticipation of short-term price gains. This practice may increase the Series overall trading volume and portfolio turnover rate, especially if prices do not rise as expected. High portfolio turnover rates may increase costs to the Series and may negatively affect Series performance. |
Principal Risks
The Series investments are subject generally to market risk and the risk of selecting underperforming securities and asset classes, which may adversely affect the Series and lead to loss of principal.
The Series may buy securities that it anticipates will rise in price over a short period of time with the expectation that the securities will then be sold. If the securities do not perform as expected, gains will not be as high as anticipated. Each time a
security is bought or sold, the Series incurs transaction costs, which may result in higher overall costs to the Series.
Other principal risks of investing in the Series, which could adversely affect its net asset value, yield and total return, are:
| v |
Equity Securities Risk |
| v |
Foreign Investment Risk |
| v |
Growth Stock Investment Risk |
| v |
Market Risk |
| v |
Securities Selection Risk |
| v |
Small and Medium Market Capitalization Risk |
The following is a description of each of these principal risks. A description of other risks that may affect the Series is included below under Other Investment Strategies and Risks.
Equity Securities Risk. In general, prices of equity securities are more volatile than those of fixed-income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example).
Foreign Investment Risk. Foreign investments could be more difficult to sell than U.S. investments. They also may subject the Series to risks different from investing in domestic securities. Investments in foreign securities involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders.
Some foreign securities are issued by companies organized outside the United States and are traded only or primarily in trading markets outside the United States. These foreign securities can be subject to most, if not all, of the risks of foreign investing. Some foreign securities are issued by companies organized outside the United States but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, ADRs and shares of some large foreign-based companies are traded on principal U.S. exchanges. Other securities are not traded in the United States but are denominated in U.S. dollars. These securities are not subject to all the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar-denominated securities traded in U.S. securities markets.
Growth Stock Investment Risk. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing companys growth of earnings potential. Also, because growth stocks typically make little or no dividend payments to shareholders, investment return is based on a stocks capital appreciation, making return more
| The Phoenix Mid-Cap Growth Series | 3 |
dependent on market increases and decreases. Growth stocks are therefore more volatile than non-growth stocks, tending to rise faster when markets rise and drop more sharply when markets fall. Growth investing will typically underperform when value investing is in favor.
Market Risk. The value of your shares is based on the market value of the Series investments. However, the value of the Series investments that support your share value can decrease as well as increase. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. If your financial circumstances are likely to require you to sell your shares at any particular time, rather than holding them indefinitely, you run the risk that your sale of shares will occur when share values have declined.
The value of the Series investments can decrease for a number of reasons. For example, changing economic conditions may cause a decline in the value of many or most investments. Particular industries can face poor market conditions for their products or services so that companies engaged in those businesses do not perform as well as companies in other industries. Interest rate changes may improve prospects for certain types of businesses and they may worsen prospects for others. Share values also can decline if the specific companies selected for investment fail to perform as expected, regardless of general economic trends, industry trends, interest rates and other economic factors. When companies owned by the Series encounter negative conditions they may be unable to continue to pay dividends or interest at expected levels.
Securities Selection Risk. There is the possibility that the specific securities held by the Series will underperform the securities held by other funds in the same asset class or the benchmark that is representative of the general performance of the asset class because of the subadvisors choice of portfolio securities.
Small and Medium Market Capitalization Risk. The Series may be more volatile than funds that invest exclusively in companies with larger capitalizations. The smaller companies may be affected to a greater extent than larger companies by changes in general economic conditions and conditions in particular industries. Smaller companies also may be relatively new and not have the same operating history and track record as larger companies. This could make future performance of smaller companies more difficult to predict. Companies with small capitalization are often companies in industries that have recently emerged due to cultural, economic, regulatory or technological developments. Such developments can have a significant positive or negative effect on small capitalization companies and their stock performance. Given the limited operating history and rapidly changing fundamental prospects, investment returns from smaller capitalization companies can be highly volatile. Smaller companies may find their ability to raise capital impaired by their size or lack of operating history. Product lines are often less diversified and subject to competitive threats. Smaller capitalization stocks are subject to varying patterns of trading volume and may, at times, be difficult to sell.
Temporary Defensive Strategy
In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the Series may temporarily hold all or a portion of its assets in cash (U.S. dollars, foreign currencies or multi-national currency units), money market instruments, shares of affiliated money market funds, or high-quality debt instruments. As a result, the Series may not be able to achieve its investment objectives.
Calendar Year Annual Total Return
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series total return performance from year to year over a 10-year period. The table shows how the Series average annual returns compare to those of a broad-based securities market index and a more narrowly based benchmark that reflects the market sectors in which the Series invests. The Series past performance is not necessarily an indication of how the Series will perform in the future. Neuberger Berman Management LLC became subadvisor to the Series on November 27, 2007, and was not responsible for the performance of the Series prior to that time. The Series returns in the chart and table do not reflect the deduction of any separate account or contract charges. The returns would have been less than those shown if such charges were deducted. During the 10-year period shown in the chart, the highest return for a quarter was 44.87% (quarter ended December 31, 1999) and the lowest return for a quarter was -27.20% (quarter ended September 2001).
|
Average Annual Total Returns
(for the period ended 12/31/08) |
1 Year | 5 Years | 10 Years | |||
| Phoenix Mid-Cap Growth Series | -43.47% | -4.43% | -1.52% | |||
| Russell Midcap Growth ® Index 1 | -44.32% | -2.33% | -0.19% | |||
| S&P 500 ® Index 2 | -37.00% | -2.19% | -1.38% |
|
1 |
The Russell Midcap ® Growth Index is a market capitalization-weighted index of medium-capitalization, growth-oriented stocks of U.S. companies. The index is calculated on a total return basis with dividends reinvested. |
|
2 |
The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. |
The indices are unmanaged and not available for direct investment; therefore, the performance does not reflect the fees and expenses associated with the active management of an actual portfolio.
| 4 | The Phoenix Mid-Cap Growth Series |
Series Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Series. The table and the example do not include any fees or sales charges under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher. Investors should consult the contract prospectus for more information.
Annual Series Operating Expenses (expenses that are deducted from the Series assets)
| Management Fees | 0.80% | |
| Distribution and/or Service (12b-1) Fees | None | |
| Other Expenses | 0.30% | |
| Total Annual Series Operating Expenses 1 | 1.10% | |
|
1 |
The figures shown in the table are based on actual expenses paid during the last fiscal year. Expenses are likely to be higher for the current fiscal year given lower asset levels. |
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.30% of the Series average net assets). This expense limitation agreement is effective through April 30, 2010.
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series operating expenses remain the same. The example does not reflect contract fees and charges, and if it did, the costs shown would be higher.
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
| Phoenix Mid-Cap Growth Series | $112 | $350 | $606 | $1,340 |
Management of the Series
The Advisor and Subadvisor
Phoenix Variable Advisors, Inc. (PVA) is the investment advisor to the Series. Neuberger Berman Management LLC (Neuberger) is the subadvisor to the Series and is responsible for its day-to-day portfolio management. You will find more information about PVA and Neuberger in the Management of the Trust section of this prospectus. The Trusts Statement of Additional Information (SAI) provides additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Series.
| The Phoenix Mid-Cap Growth Series | 5 |
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears under Principal Investment Strategies above. The information below describes other investment strategies that the Series may use and their risks, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI. The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Cash Investments
When the subadvisor believes that market conditions are unfavorable for profitable investing, or is otherwise unable to locate attractive investment opportunities, the Series cash or similar investments may increase. In other words, the Series may not always stay fully invested in stocks. When the Series investments in cash or similar investments increase, it may not participate in market advances or declines to the same extent that it would if the Series was more fully invested in stocks.
Convertible Securities
The Series may invest in convertible securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock of the issuer at a predetermined time(s), price(s) or price formula(s). A convertible security entitles the owner to receive interest paid or accrued on a debt security or dividends paid on preferred stock until the security matures or is converted to common stock. Convertible securities typically have several investment characteristics, such as: (i) yields higher than common stocks but lower than comparable nonconvertible securities; (ii) less fluctuation in value than the underlying common stock, that is, the common stock that the investor receives if he or she converts; and (iii) the potential for capital appreciation if the market price of the underlying common stock increases.
Convertible securities may be subject to redemption at the option of the issuer. If a security is called for redemption, the Series may have to redeem the security, convert it into common stock or sell it to a third party at a price and time that is not beneficial for the Series.
Equity Equivalent Investments
Equity equivalents include stock index futures contracts and publicly traded index securities. Stock index futures contracts are agreements whereby two parties agree to take or make delivery of an amount of cash based on the value of an index on a specified future date. Investment in index futures contracts allows an investor to participate in the performance of the index without the costs of buying the stocks comprising the index. Equity equivalents may be used for several purposes: (i) to simulate full investment in the underlying index while retaining a cash balance for fund management purposes; (ii) to facilitate trading; (iii) to reduce transaction costs; or (iv) to seek higher investment returns where an equity equivalent is priced more attractively than securities in the index.
Government Securities Investment Risk
Obligations issued or guaranteed by the U.S. Government, its agencies, authorities and instrumentalities only guarantee or insure principal and interest will be timely paid to holders of the securities. The entities do not guarantee that the value of the obligations will increase, and the value of these obligations may decrease due to interest rate changes or for other reasons. In addition, not all U.S. Government securities are backed by the full faith and credit of the United States.
Illiquid Securities
The Series may invest up to 15% of its assets in illiquid securities. An illiquid investment is a security or other position that cannot be disposed of quickly in the normal course of business. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as restricted securities). Securities owned by the Series that are not liquid may be difficult to sell because there may be no active markets for resale and fewer potential buyers. This can make illiquid investments more likely than other types of investments to lose value. In extreme cases it may be impossible to resell them and they can become almost worthless to the Series.
Initial Public Offerings
The Series may invest in equity securities in Initial Public Offerings (IPOs), which typically have less available public information. Investment returns from IPOs may be highly volatile, may be subject to varying patterns of trading volume and these securities may, at times, be difficult to sell. In addition, from time to time, the Series may purchase IPOs and then immediately sell them. This practice will increase portfolio turnover rates and may increase costs, which may negatively affect Series performance.
Larger Market Capitalization Risk
Although the Series focuses on mid-cap securities, it may invest in securities with larger market capitalizations. Companies with large capitalizations go in and out of favor based on market and economic conditions. Larger companies tend to be less volatile than companies with smaller market capitalizations. In exchange for this potentially lower risk, the value of the Series may not rise as much as the value of a fund that invests exclusively in companies with smaller market capitalizations.
Over-the-Counter Risk
Over-the-counter (OTC) transactions involve risks in addition to those associated with transactions in securities traded on exchanges. OTC-listed companies may have limited product lines, markets or financial resources. Many OTC stocks trade less frequently and in smaller volume than exchange-listed stocks. The values of these stocks may be more volatile than exchange-listed stocks, and the Series may experience difficulty in buying and selling these stocks at prevailing market prices.
Portfolio Turnover Risk
The Series may, consistent with its investment policies, purchase and sell securities without regard to the effect on
| 6 | The Phoenix Mid-Cap Growth Series |
portfolio turnover. High portfolio turnover (e.g. over 100%) involves correspondingly greater expenses to the Series, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and reinvestments in other securities. The trading costs associated with portfolio turnover may adversely affect the Series performance.
REIT Investment Risk
The Series may invest in Real Estate Investment Trusts (REITs). REITs are pooled investment vehicles which invest primarily in income-producing real estate or real estate related loans. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs also can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.
Investing in REITs involves the risks generally associated with the real estate industry. Risks associated with the real estate industry in general include: (i) possible declines in the value of real estate; (ii) risks related to general and local economic conditions; (iii) possible lack of availability of mortgage funds; (iv) overbuilding; (v) extended vacancies of properties; (vi) increases in competition, property taxes and operating expenses; (vii) changes in zoning laws; (viii) costs of clean-up of and liability for environmental problems; (ix) casualty or condemnation losses; (x) uninsured damages from flood, earthquakes or other natural disasters; (xi) limitations on and variations in rents; (xii) dependency on property management skill; (xiii) the appeal of properties to tenants; and (xiv) changes in interest rates.
Investing in REITs also involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent on the quality of management skills, are not diversified, and are subject to the risks of financing projects.
If the Series invests in new or unseasoned REIT issuers, it may be difficult or impossible for the Series to ascertain the value of the REITs underlying assets, management capabilities and growth prospects. REITs whose underlying assets include long-term health care projects, such as nursing, retirement and assisted living homes may be affected by federal regulations concerning the health care industry.
REITs (especially mortgage REITs) are subject to interest rate risks. When interest rates decline, the value of a REITs investment in fixed rate obligations usually rises. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. On the other hand, since interest rates on adjustable rate mortgage loans are reset periodically, yields on a REITs investment in such loans will gradually align themselves to current market interest rates. The
value of such investments fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
In addition, investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be more subject to abrupt or erratic price movements than larger capitalization stocks included in the S&P 500 Index.
Repurchase Agreements
The Series may invest in repurchase agreements. A repurchase agreement is a transaction where the Series buys a security from a seller and the seller agrees to buy that same security back at an agreed upon date and price. If a seller of a repurchase agreement defaults and does not repurchase the underlying securities, the Series may incur a loss if the value of the underlying securities declines. Disposition costs may be incurred in connection with liquidating the underlying securities. If the seller enters into bankruptcy, the Series may never receive the purchase price or it may be delayed or limited.
Volatility Risk
This is the risk that performance will be affected by unanticipated events (e.g., significant earnings shortfalls or gains, war, or political events) that cause
PVA is the investment advisor to the Series.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, PVA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. PVA, with the approval of the Trusts Board of Trustees, has selected Neuberger, which is not affiliated with PVA, to serve as subadvisor and perform the day-to-day management of the Series. Neuberger, subject to the supervision of PVA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
PVA serves as a manager of managers of the Series. In this capacity, PVA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisors needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisors investment programs and results as well as the performance of the subadvisors relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and PVA have received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which PVA is permitted, subject to supervision and approval of the Trusts Board of Trustees, to enter into and materially amend
| The Phoenix Mid-Cap Growth Series | 7 |
subadvisory agreements without such agreements being approved by the shareholders of the Series. The Trust and PVA therefore have the right to hire, terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PVA has the ultimate responsibility to oversee the subadvisors and recommend their hiring, termination, and replacement.
PVA began operations as an investment advisor in 1999. Serving as the investment advisor to the series of the Trust is PVAs sole business activity. As of December 31, 2008, PVA had $1.67 billion in assets under management. PVA is located at One American Row, Hartford, Connecticut 06102-5056.
Neuberger is the subadvisor to the Series and is located at 605 Third Avenue, 21
st
Floor, New York, NY 10158-0180. Neuberger and its affiliates continue an asset management business that began in 1939 and, as of December 31, 2008, had approximately $165 billion in
Fees and Expenses Paid by the Series
For the fiscal year ended December 31, 2008, the Series paid PVA a fee for the investment advisory services it performed at an annual percentage rate of 0.80% of the average daily net assets of the Series.
From its investment advisory fee, PVA, not the Series, pays Neuberger for the management services it provides to the Series. (Please see the SAI for more information on subadvisory fees.)
The Trust has entered into an expense limitation agreement
with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in
connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.30% of the Series average net assets). This expense limitation agreement is effective through
Kenneth Turek , CFA, is responsible for the day-to-day management of the assets of the Series. He is a Vice President of Neuberger and managing director of Neuberger. Mr. Turek is portfolio manager on the Growth Equity team. He joined the firm in 2002.
More About the Trust and the Series
The Trust was organized as a Massachusetts business trust on February 18, 1986. The Trusts business and affairs are managed by its Board of Trustees.
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends,
distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the separate accounts as shareholders of a Massachusetts business trust such as the Trust may be liable for debts or claims against the Trust. The Declaration of Trust provides that shareholders shall not be subject to any personal liability for the acts or obligations of the Trust and that every written agreement, undertaking or obligation made or issued by the Trust shall contain a provision to that effect. The Declaration of Trust provides for indemnification out of the Trusts property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of the separate accounts, as shareholders, incurring loss because of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Insurance Companies are the sole shareholders of the Trust, and contract owners and policy owners are fully and completely insulated from the risk of personal liability.
The Trust intends for the Series to qualify as a regulated investment company (a RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of Federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in
| 8 | The Phoenix Mid-Cap Growth Series |
the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any Federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the contracts, please see the contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
| v |
dilution of the interests of long-term investors, if market timers or others transfer into a fund at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
| v |
an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
| v |
increased brokerage and administrative expenses. |
Because the Series invests primarily in mid-cap securities, it may be more susceptible to arbitrage opportunities because of the less liquid nature of mid-cap securities.
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the Insurance Companies and not the contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by contract owners. Therefore, under the Trusts policies, the Trust delegates to each Insurance Company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive
Trading pattern, and to take such other actions as the Insurance Company may deem necessary to discourage or reduce Disruptive Trading activities. An Insurance Company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each Insurance Company under which the Insurance Companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each Insurance Company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the Insurance Companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Shares of the Series are not available to the public directly. Although shares of the Series are owned by the Separate Accounts, contract owners and policy owners do have indirect voting rights with respect to those shares, as described in the prospectus under Shares of Beneficial Interest. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an Insurance Company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate Insurance Company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined with no sales load.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the contracts or
Determination of Net Asset Value
The net asset value per share of the Series is determined as of the close of regular trading of the NYSE on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, the net asset value of any foreign assets of the Series may be significantly affected on days when an investor has no access to the Series. The net asset value per share of the Series is
| The Phoenix Mid-Cap Growth Series | 9 |
determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the net asset value of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to materially change the net asset value, then the instrument would be valued using fair value considerations by the Board or its delegates.
Shares of other investment companies are valued at their respective net asset values. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series net asset value.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Net Asset Value: The liabilities are deducted from the assets of the Series. The resulting amount for the Series is then divided by the number of shares outstanding of that Series to produce the net asset value per share.
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is
unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the advisor/subadvisor, reflect the securitys market value; (vii) foreign securities subject to trading collars for which none or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the companys financial statements; (v) recent news about the security or issuer; (vi) changes in interest rates; (vii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (viii) whether two or more dealers with whom the advisor regularly effects trades are willing to purchase or sell the security at comparable prices; (ix) other news events or relevant matters; and (x) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is also available in the SAI.
| 10 | The Phoenix Mid-Cap Growth Series |
Legal Proceedings about the Series and PVA and/or its Affiliates
The Trust is not involved in any litigation or arbitration. PVA and/or its insurance affiliates (Phoenix) are regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming Phoenix as a defendant ordinarily involves our activities as an insurer, investor, or taxpayer. Phoenix believes that the outcomes of any pending
litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on Phoenix's consolidated financial condition. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on Phoenix's results of operations or cash flows in particular quarterly or annual periods.
| The Phoenix Mid-Cap Growth Series | 11 |
The financial highlights table provided below is intended
to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost)
on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This
information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and
Phoenix Mid-Cap Growth Series
|
Year Ended December 31, |
||||||||||||||||||||
|
2008 |
2007 |
2006 |
2005 |
2004 |
||||||||||||||||
|
Net asset value, beginning of period |
$ | 16.40 | $ | 13.46 | $ | 12.93 | $ | 12.41 | $ | 11.63 | ||||||||||
|
Income from investment operations |
||||||||||||||||||||
|
Net investment income (loss) 1 |
(0.10 | ) | (0.11 | ) | (0.09 | ) | (0.09 | ) | (0.06 | ) | ||||||||||
|
Net realized and unrealized gain (loss) |
(7.03 | ) | 3.05 | 0.62 | 0.61 | 0.84 | ||||||||||||||
|
Total from investment operations |
(7.13 | ) | 2.94 | 0.53 | 0.52 | 0.78 | ||||||||||||||
|
Less distributions |
||||||||||||||||||||
|
Total distributions |
(0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||||
|
Change in net asset value |
(7.13 | ) | 2.94 | 0.53 | 0.52 | 0.78 | ||||||||||||||
|
Net asset value, end of period |
$ 9.27 | $ | 16.40 | $ | 13.46 | $ | 12.93 | $ | 12.41 | |||||||||||
|
Total return |
(43.47 | )% | 21.80 | % | 4.13 | % | 4.18 | % | 6.72 | % | ||||||||||
|
Ratios/supplemental data: |
||||||||||||||||||||
|
Net assets, end of period (thousands) |
$40,124 | $87,253 | $89,512 | $47,162 | $62,681 | |||||||||||||||
|
Ratio to average net assets of: |
||||||||||||||||||||
|
Net operating expenses |
1.10 | % | 1.05 | % | 1.13 | % 2 | 1.15 | % | 1.15 | % | ||||||||||
|
Gross operating expenses |
1.10 | % | 1.05 | % | 1.14 | % | 1.21 | % | 1.18 | % | ||||||||||
|
Net investment income |
(0.75 | )% | (0.73 | )% | (0.72 | )% | (0.76 | )% | (0.53 | )% | ||||||||||
|
Portfolio turnover |
64 | % | 149 | % | 80 | % | 178 | % | 175 | % | ||||||||||
|
1 |
Computed using average shares outstanding. |
|
2 |
Represents a blended net operating expense ratio. |
| 12 | The Phoenix Mid-Cap Growth Series |
The SAI dated May 1, 2009 for the Trust, which includes additional information about the Series, is incorporated by reference into this prospectus. Additional information about the Series investments is available in the Series annual and semi-annual reports to shareholders. The annual report discusses market conditions and investment strategies that significantly affected the Series performance during its last fiscal year. To obtain the SAI, the annual report, semi-annual report and other information without charge and to make shareholder inquires, call the Trust at (800) 541-1071 or visit the Trusts Internet site at http://www.phoenixwm.phl.com/public/products/regulatory/index.jsp.
Information about the Series (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C. Reports and other information about the Series are available on the EDGAR Database on the Commissions Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-0102 or by electronic request at the following E-mail address: publicinfo@sec.gov. You can call 202-942-8090 for information on the Public Reference Rooms operations and copying charges.
Investment Company Act File No.: 811-04642
| The Phoenix Mid-Cap Growth Series | 13 |
THE PHOENIX MONEY MARKET SERIES
| PROSPECTUS | May 1, 2009 |
The Phoenix Money Market Series (the Series) is a series of an open-end management investment company with an investment objective to seek as high a level of current income as is consistent with the preservation of capital and maintenance of liquidity.
Shares of the Series are not directly offered to the public and are currently offered through certain separate accounts (separate accounts) to fund variable accumulation annuity contracts and variable universal life insurance policies (collectively, contracts, and individually, contract) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (collectively, the insurance companies). You invest in the Series only by buying a contract and directing the allocation of your payment(s) to the investment option (sometimes known as a subaccount) corresponding to the Series. The investment option, in turn, invests in shares of the Series.
Shares of the Series are offered only where they may lawfully be offered. You should rely only on the information contained in this document or in one that this document refers you to. The Series has not authorized anyone to provide you with information that is different.
An investment in the Series is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
This prospectus describes the Series and provides important information you should know before investing in the Series. You should read this prospectus carefully and keep it for future reference.
The Series is a separate investment portfolio or series of the Phoenix Edge Series Fund (the Trust), which currently consists of eighteen such portfolios. The portfolios of the Trust other than the Series are not discussed in this prospectus.
These securities have not been approved or disapproved by the Securities and Exchange Commission (SEC), nor has the SEC determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
| If you have any questions, please contact: |
|
Phoenix Life Insurance Company | ||
| PO Box 8027 | ||||
| Boston, MA 02266-8027 | ||||
|
|
Tel. 800/541-0171 | |||
| The Phoenix Money Market Series | 1 |
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| 2 | The Phoenix Money Market Series |
Investment Objective
As high a level of current income as is consistent with the preservation of capital and maintenance of liquidity.
Principal Investment Strategies
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The Series seeks to maintain a stable $10.00 per share price. |
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The Series will invest in a diversified portfolio of high quality money market instruments with maturities of 397 days or less. The average maturity of the Series portfolio securities, based on their dollar value, will not exceed 90 days. |
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At least 95% of the Series assets will be invested in securities in the highest short-term rating category. Generally, investments will be limited to securities in the two highest short-term rating categories. |
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The Series may invest more than 25% of its assets in the domestic banking industry. |
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The subadvisor will seek a high level of return relative to the market by selecting securities for the Series portfolio in anticipation of, or in response to, changing economic conditions and money market conditions and trends. |
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The Series may forego purchasing securities with the highest available yield due to considerations of liquidity and safety of principal. |
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The Series will invest exclusively in the following instruments: |
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Obligations issued or guaranteed by the U.S. government, its agencies, authorities and instrumentalities, including U.S. Treasury obligations and securities issued by: |
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the Government National Mortgage Association (GNMA), |
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the Federal Home Loan Mortgage Corporation (FHLMC), |
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the Federal National Mortgage Association (FNMA), |
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Student Loan Marketing Association (SLMA), |
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other federal agencies; |
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Obligations issued by banks and savings and loan associations, including dollar-denominated obligations of foreign branches of U.S. banks and U.S. branches of foreign banks, including certificates of deposits and bankers acceptances; |
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Dollar-denominated obligations guaranteed by banks or savings and loan associations; |
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Federally insured obligations of other banks or savings and loan associations; |
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Commercial paper; |
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Short-term corporate obligations; and |
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Repurchase agreements. |
Principal Risks
An investment in the Series is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Series seeks to preserve the value of your investment at $10.00 per share, it is possible to lose money by investing in the Series.
Neither the Series nor the advisor or subadvisor can assure you that a particular yield, return or level of income will be achieved. Changing market conditions, the relatively short maturities of the Series investments and substantial redemptions may all negatively affect the Series.
The Series investments are subject generally to market risk and the risk of selecting underperforming securities and asset classes, which may adversely affect the Series and lead to a reduced yield.
The Series focus is to optimize current income. The subadvisor intends to select investments that provide higher returns relative to overall money market investment returns while preserving capital and maintaining liquidity. If the advisor misjudges the return potential of the Series investments, the Series returns may be lower than prevailing returns, and the Series income available for distribution to shareholders may be less. Similarly, if the subadvisor misjudges the ability of the issuer of a portfolio security to make scheduled interest or other income payments to the Series, the Series income available for distribution to shareholders may decrease or the Series net asset value may fall below $10.00 per share.
Other principal risks of investing in the Series, which could adversely affect its net asset value, yield and total return, are:
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Concentration Risk |
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Fixed Income Securities Investment Risk |
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Interest Rate Risk |
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Credit Risk |
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Government Securities Investment Risk |
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Market Risk |
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Portfolio Turnover Risk |
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Securities Selection Risk |
The following is a description of each of these principal risks. A description of other risks that may affect the Series is included below under Other Investment Strategies and Risks.
Concentration Risk. The Series many concentrate in the banking industry. A fund that concentrates in a single industry may be more susceptible to any single economic, market, political or regulatory occurrence that specifically affects that industry. The investment portfolio of a fund may be especially sensitive to economic and market factors and risks that specifically affect an industry. Additionally, the banking industry is subject to greater government regulation than some other industries. Therefore, changes in regulatory policies for the banking industry may have a material effect on the value of securities issued by companies in that industry. Furthermore, to the extent that the Series invests a substantial portion of its assets in related industries or sectors, it may have greater risk because companies in those industries or sectors may share common characteristics and may react similarly to market developments.
Fixed Income Securities Risk. The primary risks associated with investments in fixed-income securities include interest rate risk and credit risk.
| The Phoenix Money Market Series | 3 |
Interest Rate Risk. The value of fixed-income securities will be directly affected by trends in interest rates. For example, in times of rising interest rates, the value of these types of securities tends to decrease. When interest rates fall, the value of these securities tends to rise. Interest rate changes have a greater effect on the price of fixed-income securities with longer durations and maturities. Interest rate risk will affect the price of a fixed income security more if the security has a longer maturity because changes in interest rates are increasingly difficult to predict over longer periods of time. Fixed income securities with longer maturities will therefore be more volatile than other fixed income securities with shorter maturities. Conversely, fixed income securities with shorter maturities will be less volatile but generally provide lower returns than fixed income securities with longer maturities. The maturity requirements for the Series are intended to limit interest rate risk.
Credit Risk. If the issuer of a portfolio security is unable or unwilling to make timely interest or other income payments to the Series, the Series income available for distribution to shareholders and the Series yield may decrease. Credit risk for debt obligations generally increases as the credit rating declines. Thus, when the credit rating declines, there is an increased chance the issuer may not be able to make principal and interest payments on time. The credit quality requirements sent forth above are intended to limit credit risk.
Government Securities Investment Risk. Obligations issued or guaranteed by the U.S. Government, its agencies, authorities and instrumentalities only guarantee or insure principal and interest will be timely paid to holders of the securities. The entities do not guarantee that the value of the obligations (or the Series shares) will increase, and the value of these obligations may decrease due to interest rate changes or for other reasons. In addition, not all U.S. Government securities are backed by the full faith and credit of the United States.
Market Risk. The value of your shares is based on the market value of the Series investments. However, the value of the Series investments that support your share value can decrease as well as increase. Although the Series seeks to preserve the value of your investment at $10.00 per share, if between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. If your financial circumstances are likely to require you to sell your shares at any particular time, rather than holding them indefinitely, you run the risk that your sale of shares will occur when share values have declined.
Portfolio Turnover Risk. The subadvisor will buy, sell and trade securities in anticipation of, or in response to, changing economic and money market conditions and trends. This, and the short-term nature of money market instruments, may result in a high portfolio turnover rate. Higher portfolio turnover rates may increase costs to the Series which may negatively affect the Series performance.
Securities Selection Risk. There is the possibility that the specific securities held by the Series will underperform the securities held by other funds in the same asset class or the
benchmark that is representative of the general performance of the asset class because of the subadvisors choice of portfolio securities.
U.S. Department of Treasury Temporary Guarantee Program for Money Market Funds
On September 29, 2008, the U.S. Department of the Treasury (the Treasury Department), announced a temporary federal guarantee program for certain money market funds intended to help enhance market confidence in money market funds and to prevent substantial redemptions (the Guarantee Program). Since that date, the Guarantee Program has been extended twice and will now continue until September 18, 2009.
Phoenix Variable Advisors, Inc. (PVA), the investment advisor to Series, in consultation with the board of trustees of the Trust, determined that the participation in and, subsequently, the extension of the participation in, the program was in the best interest of the policy and contract owners who allocate premium to the Phoenix Money Market investment option which, in turn, invests exclusively in the Series. Accordingly, the board of trustees authorized the Series participation, and two extensions of the participation, in the Guarantee Program.
The Guarantee Program provides for the guarantee of value invested in eligible and participating money market funds as of September 19, 2008 if the net asset value of such funds falls below a specified amount. To address certain issues arising in connection with money market funds offered through variable insurance contracts, the Treasury Department issued a notice confirming that the Internal Revenue Service would not view participation in the Guarantee Program by certain money market funds offered through variable insurance contracts as causing a violation of the diversification requirements of §817(h) of the Internal Revenue Code and also would not view such participation as causing the owner of a variable insurance contract to be treated as an owner of the fund.
Important Terms and Limitations of the Guarantee Program
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If the net asset value of a participating fund falls below a specified amount, a Guarantee Event, the fund must cease sales, suspend redemptions, and cease the declaration and payment of dividends and, unless the Guarantee Event is cured, begin liquidation proceedings. |
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The guarantee provided by the Guarantee Program extends only to the value held by shareholders of participating funds as of September 19, 2008. Shareholders investing in an eligible money market fund after September 19, 2008, including former shareholders who reinvest in participating money market funds after the close of business on September 19, 2008 are not covered by the Guarantee Program. If the number of shares held fluctuates over the period, the Guarantee Program covers the lesser of shares held on September 19, 2008 or the current amount. |
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Payments made under the Guarantee Program may be limited by the amount of the Treasury Departments Exchange Stabilization Fund, currently about $50 billion, which the Secretary of the Treasury applies to the Guarantee Program. |
| 4 | The Phoenix Money Market Series |
Participation of Phoenix Money Market Series in the Guarantee Program. Participation in the initial three months of the Guarantee Program (until December 18, 2008) required a payment to the Treasury Department of 0.01% of the Series net assets as of September 19, 2008. Participation in the second phase of the program (from December 19, 2008 until April 30, 2009) required a payment to the Treasury Department of 0.015% of the Series net assets as of September 19, 2008. Participation in the third phase of the program (from May 1, 2009 until September 18, 2009) required a payment to the Treasury Department of 0.015% of the Series net assets as of September 19, 2008. The fees for the Guarantee Program are borne by the Series and are not considered an expense that would be limited by the expense limitation agreement in effect for the Series. The fees are borne, indirectly, by all policy owners and contract holders who allocate premium to the Phoenix Money Market investment option, regardless of whether particular policy owners and contract owners had balances allocated to the Phoenix Money Market investment option as of September 19, 2008. These costs may also reduce the performance of the Series.
Since the Series has been accepted into the Guarantee Program, the amount of policy value and contract value from variable annuity contracts and variable life insurance policies issued by Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company attributable to shares of the Series as of September 19, 2008 will be federally insured subject to the limits of the Guarantee Program and until the Guarantee Program terminates on September 18, 2009.
For additional information about the Guarantee Program please review the Treasury Department Press Release at: http://www.ustreas.gov/press/releases/hp1161.htm
Calendar Year Annual Total Return
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series performance from year to year over a 10-year period. The table shows how the Series average annual returns compare to those of a broad-based money market performance index and a more narrowly based benchmark that reflects the market sectors in which the Series invests. The Series past performance is not necessarily an indication of how the Series will perform in the future. The Series returns in the chart and table do not reflect the deduction of any separate account or contract charges. The returns would have been less than those shown if such charges were deducted. During the period shown in the chart, the highest return for a quarter was 1.58% (quarter ended December 2000) and the lowest return for a quarter was 0.12% (quarter ended June 2004).
The Series 7-day yield on December 31, 2008 was .83%.
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Average Annual Total Returns
(for the period ended 12/31/08) |
1 Year | 5 Years | 10 Years | |||
| Phoenix Money Market Series | 2.25% | 2.97% | 3.15% | |||
| Citigroup 90-Day Treasury Bill Index 1 | 1.80% | 3.10% | 3.30% | |||
| Barclays Capital U.S. Aggregate Bond Index 2 | 5.24% | 4.65% | 5.63% |
|
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The Citigroup 90-Day Treasury Bill Index measures monthly return equivalents of yield averages that are not marked to market. The index is an average of the last three three-month Treasury bill issues. |
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The Barclays Capital U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis. |
The indices are unmanaged and not available for direct investment; therefore, their performance does not reflect the fees
Series Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Series. The table and the example do not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher. Investors should consult the contract prospectus for more information.
Annual Series Operating Expenses (expenses that are deducted from Series assets)
| Management Fees | 0.40% | |
| Distribution and/or Service (12b-1) Fees | None | |
| Other Expenses 1 | 0.21% | |
| Total Annual Series Operating Expenses 2 | 0.61% | |
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This amount reflects Guarantee Program fees to be accrued to the Series in 2009. |
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The figures shown in the table are based on actual expenses paid during the last fiscal year. Expenses are likely to be higher for the current fiscal year given lower asset levels. |
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, the fee for the Treasury Departments Temporary Guarantee Program for Money Market Funds, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.25% of the Series average net assets. This expense limitation agreement is effective through April 30, 2010.
| The Phoenix Money Market Series | 5 |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same. The example does not reflect contract fees and charges, and if it did, the costs shown would be higher.
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
| Phoenix Money Market Series | $62 | $195 | $340 | $762 |
Management of the Series
The Advisor and Subadvisor
PVA has served as the investment advisor to the Series since August 1, 2007. Goodwin Capital Advisers, Inc. (Goodwin) has served as subadvisor to the Series since August 1, 2007 and is responsible for the day-to-day portfolio management. You will find more information about PVA and Goodwin in the Management of the Trust section of this prospectus.
| 6 | The Phoenix Money Market Series |
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears under Principal Investment Strategies above. The information below describes the other investment strategies that the Series may use and their risks, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI.
The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Foreign Investment Risk
Consistent with its principal investment strategies, the Series may invest in certain dollar-denominated foreign securities. Foreign investments could be more difficult to sell than U.S. investments. They also may subject a Series to risks different from investing in domestic securities. Investments in foreign securities involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders.
The foreign securities in which the Series may invest are denominated in U.S. dollars and some are traded in the U.S. securities markets. These securities are not subject to all the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar-denominated securities traded in U.S. securities markets.
Illiquid Securities
The Series may invest up to 10% of its assets in illiquid securities. An illiquid investment is a security or other position that cannot be disposed of quickly in the normal course of business. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as restricted securities). Securities owned by the Series that are not liquid may be difficult to sell because there may be no active markets for resale and fewer potential buyers. This can make illiquid investments more likely than other types of investments to lose value. In extreme cases it may be impossible to resell them and they can become almost worthless to the Series.
Mortgage-Backed and Asset-Backed Securities
The Series may invest in mortgage-backed securities represent interests in pools of mortgages. The mortgages that comprise a pool normally have similar interest rates, maturities and other terms. Mortgages may have fixed or adjustable interest rates. Interests in pools of adjustable rate mortgages are known as ARMs.
Mortgage-backed securities come in a variety of forms. Many have extremely complicated terms. The simplest form of mortgage-backed securities are pass-though certificates. An
issuer of pass-through certificates gathers monthly payments from an underlying pool of mortgages. Then, the issuer deducts its fees and expenses and passes the balance of the payments onto the certificate holders once a month. Holders of pass-through certificates receive a pro rata share of all payments and pre-payments from the underlying mortgages. As a result, the holders assume all the prepayment risks of the underlying mortgages.
In addition, certain mortgage-backed securities are created and sold by private firms such as banks and mortgage originators. These securities have no explicit or implicit government guarantees and may involve significant credit risk.
It is difficult to predict cash flows from mortgage-backed and other asset-backed securities. Payments of principal and interest on underlying mortgages may be allocated among classes in a variety of ways, and the inability to determine specific amounts and timing of prepayments of the underlying loans make it difficult to accurately predict cash flow. The variability of prepayments will tend to limit price gains when interest rates drop and exaggerate price declines when interest rates rise. In the event of high prepayments, the Series may be required to invest these proceeds at a lower interest rate, causing the Series to earn less than if the prepayments had not occurred. Generally, prepayments will increase during a period of falling interest rates. Certain mortgage-backed and asset-backed securities are subject to credit risk, in that the issuers of such securities may fail to make timely payments of principal and interest to the Series. In addition, whether rated or not, depending on market conditions, such securities may be illiquid or the Series may not be able to secure a market value for the securities.
Repurchase Agreements
The Series may invest in repurchase agreements. A repurchase agreement is a transaction where the Series buys a security from a seller and the seller agrees to buy that same security back at an agreed upon date and price. If a seller of a repurchase agreement defaults and does not repurchase the underlying securities, the Series may incur a loss if the value of the underlying securities declines. Disposition costs may be incurred in connection with liquidating the underlying securities. If the seller enters into bankruptcy, the Series may never receive the purchase price or it may be delayed or limited.
When-Issued Securities and Forward Commitments
Debt securities are often issued on a when-issued basis. The price (or yield) of such securities is fixed at the time a commitment to purchase is made, but delivery and payment for the when-issued securities take place at a later date. During the period between purchase and settlement, no payment is made by the Series and no interest accrues to the Series. The market value of the when-issued securities on the settlement date may be more or less than the purchase price payable on that date. Similarly, the Series may commit to purchase a security at a future date at a price determined at the time of the commitment; these forward commitments are procedurally very similar to purchases of when-issued securities.
| The Phoenix Money Market Series | 7 |
PVA is the investment advisor to the Series.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, PVA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. PVA, with the approval of the Trusts Board of Trustees, has selected Goodwin, which is affiliated with PVA, to serve as subadvisor and perform the day-to-day management of the Series. Goodwin, subject to the supervision of PVA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
PVA serves as a manager of managers of the Series. In this capacity, PVA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisors needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisors investment programs and results as well as the performance of the subadvisors relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and PVA have received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which PVA is permitted, subject to supervision and approval of the Trusts Board of Trustees, to enter into and materially amend subadvisory agreements without such agreements being approved by the shareholders of the Series. The Trust and PVA therefore have the right to hire, terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PVA has the ultimate responsibility to oversee the subadvisors and recommend their hiring, termination, and replacement.
PVA began operations as an investment advisor in 1999 and replaced a PVA affiliate as investment advisor to the Series in 2007. Serving as the investment advisor to the series of the Trust is PVAs sole business activity. As of December 31, 2008, PVA had $1.67 billion in assets under management. PVA is located at One American Row, Hartford, Connecticut 06102-5056.
Goodwin is the subadvisor to the Series. Goodwin, an affiliate of PVA, acts as subadviser for a number of mutual fund series and manages fixed income assets for individuals and institutions. Goodwin had approximately $13.5 billion in assets under management as of
Fees and Expenses Paid by the Series
For the fiscal year ended December 31, 2008, the Series paid PVA a fee for the investment advisory services it performed at an annual percentage rate of 0.40% of the average daily net assets of the Series.
From its investment advisory fee, PVA, not the Series, pays Goodwin for the management services it provides to the Series. (Please see the SAI for more information on subadvisory fees.)
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, the fee for the Treasury Departments Temporary Guarantee Program for Money Market Funds, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.25% of the Series average net assets. This expense limitation agreement is effective through April 30, 2010.
More About the Trust and the Series
The Trust was organized as a Massachusetts business trust on February 18, 1986. The Trusts business and affairs are managed by its Board of Trustees.
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the separate accounts as shareholders of a Massachusetts business trust such as the Trust may be liable for debts or claims against the Trust. The Declaration of Trust provides that
| 8 | The Phoenix Money Market Series |
shareholders shall not be subject to any personal liability for the acts or obligations of the Trust and that every written agreement, undertaking or obligation made or issued by the Trust shall contain a provision to that effect. The Declaration of Trust provides for indemnification out of the Trusts property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of the separate accounts, as shareholders, incurring loss because of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Insurance Companies are the sole shareholders of the Trust, and contract owners and policy owners are fully and completely insulated from the risk of personal liability.
The Trust intends for the Series to qualify as a regulated investment company (a RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of Federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any Federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the contracts, please see the contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
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dilution of the interests of long-term investors, if market timers or others transfer into a fund at prices that are below |
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the true value or exchange out of the Series at prices that are higher than the true value; |
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an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
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increased brokerage and administrative expenses. |
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the Insurance Companies and not the contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by contract owners. Therefore, under the Trusts policies, the Trust delegates to each Insurance Company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the Insurance Company may deem necessary to discourage or reduce Disruptive Trading activities. An Insurance Company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each Insurance Company under which the Insurance Companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each Insurance Company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the Insurance Companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Shares of the Series are not available to the public directly. Although shares of the Series are owned by the Separate Accounts, contract owners and policy owners do have indirect voting rights with respect to those shares, as described in the prospectus under Shares of Beneficial Interest. You may invest
| The Phoenix Money Market Series | 9 |
in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an Insurance Company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate Insurance Company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined with no sales load.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the contracts or policies are described in the contract prospectuses, as are other
Determination of Net Asset Value
The net asset value per share of the Series is determined as of the close of regular trading of the NYSE on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series net asset value may be significantly affected on days when an investor has no access to the Series. The net asset value per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: The assets of the Series are valued on the basis of amortized cost absent extraordinary or unusual market conditions. Under the amortized cost method of valuation, securities are valued at cost on the date of purchase. Thereafter, the value of a security is increased or decreased incrementally each day so that at maturity any purchase discount or premium is fully amortized and the value of the security is equal to its principal amount. Due to fluctuations in interest rates, the amortized cost value of the Series securities may at times be more or less than their market value. By using amortized cost valuation, the Series seeks to maintain a constant net asset value of $10.00 per share despite minor shifts in the market value of its portfolio securities.
Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series net asset value.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Net Asset Value: The liabilities are deducted from the assets of the Series. The resulting amount for the Series is then divided by the number of shares outstanding of that Series to produce the net asset value per share.
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair
value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the advisor/subadvisor, reflect the securitys market value; (vii) foreign securities subject to trading collars for which none or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the companys financial statements; (v) recent news about the security or issuer; (vi) changes in interest rates; (vii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (viii) whether two or more dealers with whom the advisor regularly effects trades are willing to purchase or sell the security at comparable prices; (ix) other news events or relevant matters; and (x) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
| 10 | The Phoenix Money Market Series |
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is also available in the SAI.
Legal Proceedings about the Series and PVA and/or its Affiliates
The Trust is not involved in any litigation or arbitration. PVA and/or its insurance affiliates (Phoenix) are regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming Phoenix as a defendant
ordinarily involves our activities as an insurer, investor, or taxpayer. Phoenix believes that the outcomes of any pending litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on Phoenix's consolidated financial condition. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on Phoenix's results of operations or cash flows in particular quarterly or annual periods.
| The Phoenix Money Market Series | 11 |
The financial highlights table provided below is intended
to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost)
on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This
information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and
Phoenix Money Market Series
|
Year Ended December 31, |
||||||||||||||||||||
|
2008 |
2007 |
2006 |
2005 |
2004 |
||||||||||||||||
|
Net asset value, beginning of period |
$ | 10.00 | $ | 10.00 | $ | 10.00 | $ | 10.00 | $ | 10.00 | ||||||||||
|
Income from investment operations |
||||||||||||||||||||
|
Net investment income (loss) |
0.22 | 1 | 0.47 | 1 | 0.43 | 0.26 | 0.08 | |||||||||||||
|
Net realized and unrealized gain (loss) |
(0.17 | ) | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||
|
Payment by Affiliate |
0.17 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||
|
Total from investment operations |
0.22 | 0.47 | 0.43 | 0.26 | 0.08 | |||||||||||||||
|
Less distributions |
||||||||||||||||||||
|
Dividends from net investment income |
(0.22 | ) | (0.47 | ) | (0.43 | ) | (0.26 | ) | (0.08 | ) | ||||||||||
|
Dividends from net realized gains |
(0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||||
|
Total distributions |
(0.22 | ) | (0.47 | ) | (0.43 | ) | (0.26 | ) | (0.08 | ) | ||||||||||
|
Change in net asset value |
0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||
|
Net asset value, end of period |
$ | 10.00 | $ | 10.00 | $ | 10.00 | $ | 10.00 | $ | 10.00 | ||||||||||
|
Total return |
2.25 | % 2 | 4.88 | % | 4.41 | % | 2.58 | % | 0.79 | % | ||||||||||
|
Ratios/supplemental data: |
||||||||||||||||||||
|
Net assets, end of period (thousands) |
$206,696 | $169,437 | $157,158 | $146,431 | $156,996 | |||||||||||||||
|
Ratio to average net assets of: |
||||||||||||||||||||
|
Net operating expenses |
0.61 | % | 0.57 | % | 0.65 | % | 0.65 | % | 0.64 | % | ||||||||||
|
Gross operating expenses |
0.61 | % | 0.57 | % | 0.66 | % | 0.66 | % | 0.64 | % | ||||||||||
|
Net investment income |
2.19 | % | 4.74 | % | 4.35 | % | 2.54 | % | 0.77 | % | ||||||||||
|
Portfolio turnover |
N/A | N/A | N/A | N/A | N/A | |||||||||||||||
|
1 |
Computed using average shares outstanding. |
|
2 |
Total return includes the effect of a payment by affiliate. Without this effect, the total return would have been 0.56%. |
| 12 | The Phoenix Money Market Series |
The SAI dated May 1, 2009 for the Trust, which includes additional information about the Series, is incorporated by reference into this prospectus. Additional information about the Series investments is available in the Series annual and semi-annual reports to shareholders. The annual report discusses market conditions and investment strategies that significantly affected the Series performance during its last fiscal year. To obtain the SAI, the annual report, semi-annual report and other information without charge and to make shareholder inquires, call the Trust at (800) 541-1071 or visit the Trusts Internet site at http://www.phoenixwm.phl.com/public/products/regulatory/index.jsp.
Information about the Series (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C. Reports and other information about the Series are available on the EDGAR Database on the Commissions Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-0102 or by electronic request at the following E-mail address: publicinfo@sec.gov. You can call 202-942-8090 for information on the Public Reference Rooms operations and copying charges.
Investment Company Act File No.: 811-04642
| The Phoenix Money Market Series | 13 |
THE PHOENIX MULTI-SECTOR FIXED INCOME SERIES
| PROSPECTUS | May 1, 2009 |
The Phoenix Multi-Sector Fixed Income Series (the Series) is a series of an open-end management investment company with an investment objective of long-term total return.
Shares of the Series are not directly offered to the public and are currently offered through certain separate accounts (separate accounts) to fund variable accumulation annuity contracts and variable universal life insurance policies (collectively, contracts, and individually, contract) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (collectively, the insurance companies). You invest in the Series only by buying a contract and directing the allocation of your payment(s) to the investment option (sometimes known as a subaccount) corresponding to the Series. The investment option, in turn, invests in shares of the Series.
Shares of the Series are offered only where they may lawfully be offered. You should rely only on the information contained in this document or in one that this document refers you to. The Series has not authorized anyone to provide you with information that is different.
An investment in the Series is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
This prospectus describes the Series and provides important information you should know before investing in the Series. You should read this prospectus carefully and keep it for future reference.
The Series is a separate investment portfolio or series of the Phoenix Edge Series Fund (the Trust), which currently consists of eighteen such portfolios. The portfolios of the Trust other than the Series are not discussed in this prospectus.
These securities have not been approved or disapproved by the Securities and Exchange Commission (SEC), nor has the SEC determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
| If you have any questions, please contact: |
|
Phoenix Life Insurance Company | ||
| PO Box 8027 | ||||
| Boston, MA 02266-8027 | ||||
|
|
Tel. 800/541-0171 | |||
| The Phoenix Multi-Sector Fixed Income Series | 1 |
| Heading | Page | |
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| Phoenix Multi-Sector Fixed Income Series | 3 | |
| Other Investment Strategies and Risks | 7 | |
| Management of the Series | 9 | |
| 9 | ||
| 9 | ||
| 9 | ||
| 9 | ||
| More About the Trust and the Series | 9 | |
| 9 | ||
| Heading | Page | |||
| 9 | ||||
| 10 | ||||
| 10 | ||||
| Investing in the Series | 11 | |||
| 11 | ||||
| 11 | ||||
| 11 | ||||
| Litigation Matters | 12 | |||
| Financial Highlights | 13 | |||
| 2 | The Phoenix Multi-Sector Fixed Income Series |
Phoenix Multi-Sector Fixed Income Series
Investment Objective
Long-term total return.
Principal Investment Strategies
| v |
The Series invests primarily in a portfolio of fixed-income securities. Under normal circumstances, the Series will invest at least 80% of its assets in various sectors of the fixed-income securities market. The Series policy of investing 80% of its assets in fixed income securities is not fundamental and, therefore, may be changed without shareholder approval, but only upon 60 days written notice to shareholders. |
| v |
The subadvisor will invest in any of several sectors of the fixed-income securities market: |
| |
high-yield (high-risk) fixed-income securities (sometimes referred to as junk-bonds); |
| |
high quality fixed-income securities; |
| |
preferred stock; |
| |
convertible securities; |
| |
U.S. and foreign debt obligations; |
| |
certificates of deposit; |
| |
commercial paper; |
| |
bankers acceptances; |
| |
obligations issued or guaranteed by the United States or foreign governments, state or municipal governments, or any of their agencies or instrumentalities; and |
| |
mortgage-backed and asset-backed securities. |
| v |
Securities are selected using a sector-rotation approach. The subadvisor seeks to adjust the proportion of Series investments in the sectors described above and the selections within sectors to obtain higher relative returns. Sectors are analyzed by the subadvisor for attractive values. Securities within sectors are selected based on general economic and financial conditions, and the issuers business, management, cash, assets, earnings and stability. Securities selected for investment are those that the subadvisor believes offer the best potential for total return based on risk-to-reward tradeoff. |
| v |
The Series generally will be invested in each market sector, but may also invest any amount of its assets (except for the junk-bond and foreign-debt limits shown below) in any one sector and may choose not to invest in certain sectors. |
| v |
The Series may invest up to 50% of its assets in high-yield (high-risk) corporate fixed-income securities (Junk Bonds). |
| v |
The Series may invest up to 50% of its assets in debt obligations of foreign (non-U.S.) issuers. Issuers may be in established- and emerging-market countries. |
Principal Risks
The Series investments are subject generally to market risk and the risk of selecting underperforming securities and asset
classes, which may adversely affect the Series and lead to loss of principal.
The principal risks of investing in the Series, which could adversely affect its net asset value, yield and total return, are:
| v |
Fixed Income Securities Investment Risk |
| |
Interest Rate Risk |
| |
Credit Risk |
| v |
Foreign Investment Risk |
| |
Emerging Market Investment Risk |
| |
Foreign Currency Risk |
| v |
Government Securities Investment Risk |
| v |
Junk Bond Investment Risk |
| v |
Market Risk |
| v |
Mortgage-Backed and Asset-Backed Securities Investment Risk |
| v |
Securities Selection Risk |
The following is a description of each of these principal risks. A description of other risks that may affect the Series is included below under Other Investment Strategies and Risks.
Fixed Income Securities Risk. The primary risks associated with investments in fixed-income securities include interest rate risk and credit risk.
Interest Rate Risk. The value of fixed-income securities will be directly affected by trends in interest rates. For example, in times of rising interest rates, the value of these types of securities tends to decrease. When interest rates fall, the value of these securities tends to rise. Interest rate changes have a greater effect on the price of fixed-income securities with longer durations and maturities. Interest rate risk will affect the price of a fixed income security more if the security has a longer maturity because changes in interest rates are increasingly difficult to predict over longer periods of time. Fixed income securities with longer maturities will therefore be more volatile than other fixed income securities with shorter maturities. Conversely, fixed income securities with shorter maturities will be less volatile but generally provide lower returns than fixed income securities with longer maturities.
Credit Risk. If the issuer of a portfolio security is unable or unwilling to make timely interest or other income payments to the Series, the Series income available for distribution to shareholders and the Series yield may decrease. Credit risk for debt obligations generally increases as the credit rating declines. Thus, when the credit rating declines, there is an increased chance the issuer may not be able to make principal and interest payments on time.
Foreign Investment Risk. Foreign investments could be more difficult to sell than U.S. investments. They also may subject a Series to risks different from investing in domestic securities. Investments in foreign securities involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government
| The Phoenix Multi-Sector Fixed Income Series | 3 |
restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders.
Some foreign securities are issued by companies organized outside the United States and are traded only or primarily in trading markets outside the United States. These foreign securities can be subject to most, if not all, of the risks of foreign investing. Some foreign securities are issued by companies organized outside the United States but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, American Depositary Receipts and shares of some large foreign-based companies are traded on principal U.S. exchanges. Other securities are not traded in the United States but are denominated in U.S. dollars. These securities are not subject to all the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar-denominated securities traded in U.S. securities markets.
Foreign Currency Risk. The Series may invest in securities denominated in foreign currencies. Changes in foreign exchange rates will affect the value of those securities denominated or quoted in currencies other than the U.S. dollar. The forces of supply and demand in the foreign exchange markets determine exchange rates and these forces are in turn affected by a range of economic, political, financial, governmental and other factors. Exchange rate fluctuations can affect the Series net asset value (share price) and dividends either positively or negatively depending upon whether foreign currencies are appreciating or depreciating in value relative to the U.S. dollar. Exchange rates fluctuate over both the short and long terms. In addition, when certain foreign countries experience economic difficulties, there is an increased risk that the foreign government may impose restrictions on the free exchange of its currency.
Emerging Market Risk. The Series may invest in companies located in emerging-market countries and regions. Investment in less-developed countries whose markets are still emerging generally presents risks in greater degree than those presented by investment in foreign issuers based in countries with developed securities markets and more advanced regulatory systems. Prior governmental approval of foreign investments may be required under certain circumstances in some developing countries, and the extent of foreign investment in domestic companies may be subject to limitation in other developing countries. The charters of individual companies in developing countries may impose limitations on foreign ownership to prevent, among other concerns, violation of foreign investment limitations.
The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been (and may continue to be) adversely affected by economic conditions in these countries.
Government Securities Investment Risk. Obligations issued or guaranteed by the U.S. Government, its agencies, authorities and instrumentalities only guarantee or insure principal and interest will be timely paid to holders of the securities. The entities do not guarantee that the value of the obligations (or the Series shares) will increase, and the value of these obligations may decrease due to interest rate changes or for other reasons. In addition, not all U.S. Government securities are backed by the full faith and credit of the United States.
Junk Bond Investment Risk. High-yield, high-risk securities (so-called junk-bonds) are securities rated below investment grade by the primary rating agencies such as Standard & Poors and Moodys. Below-investment grade securities present a greater risk that the issuer will not be able to make interest or principal payments on time. If this happens, the Series would lose income and could expect a decline in the market value of the securities. Issuers of high-yield securities may not be as strong financially as those issuing bonds with higher credit ratings, and are more vulnerable to real or perceived economic changes, political changes, or adverse developments specific to the issuer. Analysis of the creditworthiness of issuers of below investment grade securities may be more complex than for higher grade securities, making it more difficult to accurately predict risk. The junk-bond market can experience sudden and sharp price swings.
Market Risk. The value of your shares is based on the market value of the Series investments. However, the value of the Series investments that support your share value can decrease as well as increase. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. If your financial circumstances are likely to require you to sell your shares at any particular time, rather than holding them indefinitely, you run the risk that your sale of shares will occur when share values have declined.
The value of the Series investments can decrease for a number of reasons. For example, changing economic conditions may cause a decline in the value of many or most investments. Particular industries can face poor market conditions for their products or services so that companies engaged in those businesses do not perform as well as companies in other industries. Interest rate changes may improve prospects for certain types of businesses and they may worsen prospects for others. Share values also can decline if the specific companies selected for investment fail to perform as expected, regardless of general economic trends, industry trends, interest rates and other economic factors. When companies owned by the Series encounter negative conditions they may be unable to continue to pay dividends or interest at expected levels.
Mortgage-Backed and Asset-Backed Securities Investment Risk. Mortgage-backed securities represent interests in pools of mortgages. The mortgages that comprise a pool normally have similar interest rates, maturities and other terms. Mortgages may have fixed or adjustable interest rates. Interests in pools of adjustable rate mortgages are known as ARMs.
Mortgage-backed securities come in a variety of forms. Many have extremely complicated terms. The simplest form of
| 4 | The Phoenix Multi-Sector Fixed Income Series |
mortgage-backed securities are pass-though certificates. An issuer of pass-through certificates gathers monthly payments from an underlying pool of mortgages. Then, the issuer deducts its fees and expenses and passes the balance of the payments onto the certificate holders once a month. Holders of pass-through certificates receive a pro rata share of all payments and pre-payments from the underlying mortgages. As a result, the holders assume all the prepayment risks of the underlying mortgages.
In addition, certain mortgage-backed securities are created and sold by private firms such as banks and mortgage originators. These securities have no explicit or implicit government guarantees and may involve significant credit risk.
It is difficult to predict cash flows from mortgage-backed and other asset-backed securities. Payments of principal and interest on underlying mortgages may be allocated among classes in a variety of ways, and the inability to determine specific amounts and timing of prepayments of the underlying loans make it difficult to accurately predict cash flow. The variability of prepayments will tend to limit price gains when interest rates drop and exaggerate price declines when interest rates rise. In the event of high prepayments, the Series may be required to invest these proceeds at a lower interest rate, causing the Series to earn less than if the prepayments had not occurred. Generally, prepayments will increase during a period of falling interest rates. Certain mortgage-backed and asset-backed securities are subject to credit risk, in that the issuers of such securities may fail to make timely payments of principal and interest to the Series. In addition, whether rated or not, depending on market conditions, such securities may be illiquid or the Series may not be able to secure a market value for the securities.
Securities Selection Risk. There is the possibility that the specific securities held by the Series will underperform the securities held by other funds in the same asset class or the benchmark that is representative of the general performance of the asset class because of the subadvisors choice of portfolio securities.
Temporary Defensive Strategy
In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the Series may temporarily hold all or a portion of its assets in cash (U.S. dollars, foreign currencies or multi-national currency units), money market instruments, shares of affiliated money market funds, or high-quality debt instruments. As a result, the Series may not achieve its investment objectives.
Calendar Year Annual Total Return
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series performance from year to year over a 10-year period. The table shows how the Series average annual returns compare to those of a broad-based market index. The Series past performance is not necessarily an indication of how the Series will perform in the future. The Series returns in the chart and table do not reflect the deduction of any separate account or contract charges. The returns would have been less than those shown if such charges were deducted. During the 10-year period
shown in the chart, the highest return for a quarter was 5.57% (quarter ended June 2003) and the lowest return for a quarter was -11.35% (quarter ended December 2008).
|
Average Annual Total Returns
(for the period ended 12/31/08) |
1 Year | 5 Years | 10 Years | |||
| Phoenix Multi-Sector Fixed Income Series | -17.93% | -0.22% | 4.03% | |||
| Barclays Capital U.S. Aggregate Bond Index 1 | 5.24% | 4.65% | 5.63% |
|
1 |
The Barclays Capital U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis. |
The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the fees and
Series Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Series. The table and the example do not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher. Investors should consult the contract prospectus for more information.
Annual Series Operating Expenses (expenses that are deducted from Series assets)
| Management Fees | 0.50% | |
| Distribution and/or Service (12b-1) Fees | None | |
| Other Expenses | 0.26% | |
| Total Annual Series Operating Expenses 1 | 0.76% | |
| Expense Reimbursements 2 | (0.01%) | |
| Net Annual Series Operating Expenses | 0.75% | |
|
1 |
The figures shown in the table are based on actual expenses paid during the last fiscal year. Expenses are likely to be higher for the current fiscal year given lower asset levels. |
|
2 |
The Trust has entered into an expense limitation agreement with the Series investment advisor whereby the investment advisor has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.25% of the Series average net assets. This expense limitation agreement is effective through at least April 30, 2010. |
| The Phoenix Multi-Sector Fixed Income Series | 5 |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same, but that the contractual expense reimbursement is in effect only during the first year. The example does not reflect contract fees and charges, and if it did, the costs shown would be higher.
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
| Phoenix Multi-Sector Fixed Income Series | $78 | $243 | $422 | $942 |
Management of the Series
The Advisor and Subadvisor
Phoenix Variable Advisors, Inc. (PVA) has served as the investment advisor to the Series since August 1, 2007. Goodwin Capital Advisers, Inc. (Goodwin) has served as subadvisor to the Series since August 1, 2007 and is responsible for the day-to-day portfolio management. You will find more information about PVA and Goodwin in the Management of the Trust section of this prospectus. The SAI provides additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Series.
| 6 | The Phoenix Multi-Sector Fixed Income Series |
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears under Principal Investment Strategies above. The information below describes other investment strategies that the Series may use and their risks, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI.
One or more of the following risks may apply to the Series indirectly through its investments in other investment companies or exchange traded funds (ETFs). The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Cash Investments
When the subadvisor believes that market conditions are unfavorable for profitable investing, or are otherwise unable to locate attractive investment opportunities, the Series cash or similar investments may increase. In other words, the Series may not always stay fully invested in stocks or bonds. When the Series investments in cash or similar investments increase, it may not participate in market advances or declines to the same extent that it would if the Series was more fully invested in bonds.
Convertible Securities
The Series may invest in convertible securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock of the issuer at a predetermined time(s), price(s) or price formula(s). A convertible security entitles the owner to receive interest paid or accrued on a debt security or dividends paid on preferred stock until the security matures or is converted to common stock. Convertible securities typically have several investment characteristics, such as: (i) yields higher than common stocks but lower than comparable nonconvertible securities; (ii) less fluctuation in value than the underlying common stock, that is, the common stock that the investor receives if he or she converts; and (iii) the potential for capital appreciation if the market price of the underlying common stock increases.
Convertible securities may be subject to redemption at the option of the issuer. If a security is called for redemption, the Series may have to redeem the security, convert it into common stock or sell it to a third party at a price and time that is not beneficial for the Series.
Derivative Investments
The Series may, but need not, enter into various instruments that derive their values from those of specific securities, indexes, currencies or other points of reference for both hedging and non-hedging purposes. Derivatives include, but are not limited to, futures, options, forward contracts, swaps, and structured notes. These derivatives may be used to hedge against the economic impact of adverse changes in the market value of portfolio securities because of changes in securities market prices, interest rates or currencies. The Series may also use derivatives as part of its overall investment technique to gain or lessen exposure to
various securities, markets and currencies. The Series may also use derivative transactions for certain nonhedging purposes, such as seeking to enhance returns. The Series engages in derivatives transactions primarily for hedging purposes.
The Series may invest up to an aggregate of 5% of its total assets in exchange-traded or over-the-counter call and put options on securities, securities indexes and foreign currencies.
Immediately after entering into a futures contract for the receipt or delivery of a security, the value of the securities called for by all of the Series futures contracts (both for receipt and delivery) will not exceed 10% of its total assets.
As a registered investment company, the Series is subject to the Investment Company Act of 1940, related rules, and related SEC and SEC staff positions. Therefore, with respect to certain derivatives, the Series must set aside (referred to sometimes as asset segregation) liquid assets or engage in other SEC or SEC staff approved measures while the derivative contracts are open. For example, with respect to forward commitments and futures contracts that are not contractually required to cash settle, the Series must cover its open positions by setting aside liquid assets equal to the contracts full notional value. With respect to forward commitments and futures contracts that are required to cash settle, however, the Series is permitted to set aside liquid assets in an amount equal to the Series daily mark to market (net) obligations if any (i.e., the Series daily liability if any) rather than the notional value.
Derivatives, including those used to manage risk, are themselves subject to risks of the different markets in which they trade and, therefore, may not serve their intended purpose. These investments may not protect the Series from losses, they may decrease overall return, and they could, in unusual circumstances, expose the Series to losses that could be unlimited. The Series performance may be worse than if it did not make such investments.
If the prices for derivatives and prices in the cash market do not correlate as expected or if expectations about interest rate, exchange rate or general market movements are incorrect, a Series returns may be lower than they would have been if it did not invest in these securities. There is also a risk that the market for reselling derivatives may be limited or nonexistent. A Series could incur unlimited losses if it cannot liquidate its derivatives investments. Decisions about the nature and timing of derivative transactions may result in losses when other investors decisions about the same derivatives result in gains. In addition, some derivatives are subject to the risk that the counterparty to such transaction may not perform as expected.
Equity Securities Risk
From time to time, the Series may invest in equity securities. In general, prices of equity securities are more volatile than those of fixed-income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example).
| The Phoenix Multi-Sector Fixed Income Series | 7 |
Illiquid Securities
The Series may invest up to 15% of its assets in illiquid securities. An illiquid investment is a security or other position that cannot be disposed of quickly in the normal course of business. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as restricted securities). Securities owned by the Series that are not liquid may be difficult to sell because there may be no active markets for resale and fewer potential buyers. This can make illiquid investments more likely than other types of investments to lose value. In extreme cases it may be impossible to resell them and they can become almost worthless to the Series.
Investments in Other Investment Companies and Exchange Traded Funds
The Series may invest in securities of other investment companies, including shares of closed-end investment companies, unit investment trusts, and open-end investment companies. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management fees and operating expenses. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value. Others are continuously offered at net asset value, but may also be traded in the secondary market.
The Series may also acquire exchange-traded funds or similar securities in order to achieve market or industry exposure pending direct investments in equity securities. An exchange-traded fund is an investment company the shares of which are continuously offered at net asset value only in large aggregations, but are traded on an exchange in smaller amounts.
Assets invested in other investment companies incur a layering of expenses including operating costs, advisory fees and administrative fees that investors in the
REIT Investment Risk
The Series may invest in Real Estate Investment Trusts (REITs). REITs are pooled investment vehicles which invest primarily in income-producing real estate or real estate related loans. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs also can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.
Investing in REITs involves the risks generally associated with the real estate industry. Risks associated with the real estate industry in general include: (i) possible declines in the value of real estate; (ii) risks related to general and local economic
conditions; (iii) possible lack of availability of mortgage funds; (iv) overbuilding; (v) extended vacancies of properties; (vi) increases in competition, property taxes and operating expenses; (vii) changes in zoning laws; (viii) costs of clean-up of and liability for environmental problems; (ix) casualty or condemnation losses; (x) uninsured damages from flood, earthquakes or other natural disasters; (xi) limitations on and variations in rents; (xii) dependency on property management skill; (xiii) the appeal of properties to tenants; and (xiv) changes in interest rates.
Investing in REITs also involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent on the quality of management skills, are not diversified, and are subject to the risks of financing projects.
If the Series invests in new or unseasoned REIT issuers, it may be difficult or impossible for the Series to ascertain the REITs management capabilities and growth prospects, or the value of its underlying assets. REITs whose underlying assets include long-term health care projects, such as nursing, retirement and assisted living homes may be affected by federal regulations concerning the health care industry.
REITs (especially mortgage REITs) are subject to interest rate risks. When interest rates decline, the value of a REITs investment in fixed rate obligations usually rises. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. On the other hand, since interest rates on adjustable rate mortgage loans are reset periodically, yields on a REITs investment in such loans will gradually align themselves to current market interest rates. The value of such investments fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
In addition, investing in REITs involves
risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be more subject to abrupt or erratic price movements than
Unrated Securities Investment Risk
Some fixed-income securities may be unrated. Analysis of unrated securities is more complex, making it more difficult to accurately predict risk. Unrated securities may not have as broad a market as rated securities, making them more difficult to sell. This could cause the security to lose value.
Volatility Risk
This is the risk that performance will be affected by unanticipated events (e.g., significant earnings shortfalls or gains, war, or political events) that cause major price changes in individual securities or market sectors.
| 8 | The Phoenix Multi-Sector Fixed Income Series |
When-Issued Securities and Forward Commitments
Debt securities are often issued on a when-issued basis. The price (or yield) of such securities is fixed at the time a commitment to purchase is made, but delivery and payment for the when-issued securities take place at a later date. During the period between purchase and settlement, no payment is made by the Series and no interest accrues to the Series. The market value of the when-issued securities on the settlement date may be more or less than the purchase price payable on that date. Similarly, the Series may commit to purchase a security at a future date at a price determined at the time of the commitment; these forward commitments are procedurally very similar to purchases of when-issued securities.
PVA is the investment advisor to the Series.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, PVA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. PVA, with the approval of the Trusts Board of Trustees, has selected Goodwin, which is affiliated with PVA, to serve as subadvisor and perform the day-to-day management of the Series. Goodwin, subject to the supervision of PVA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
PVA serves as a manager of managers of the Series. In this capacity, PVA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisors needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisors investment programs and results as well as the performance of the subadvisors relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and PVA have received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which PVA is permitted, subject to supervision and approval of the Trusts Board of Trustees, to enter into and materially amend subadvisory agreements without such agreements being approved by the shareholders of the Series. The Trust and PVA therefore have the right to hire, terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PVA has the ultimate responsibility to oversee the subadvisors and recommend their hiring, termination, and replacement.
PVA began operations as an investment advisor in 1999 and replaced a PVA affiliate as investment advisor to the Series in 2007. Serving as the investment advisor for the series of the Trust is PVAs sole business activity. As of December 31, 2008, PVA had $1.67 billion in assets under management. PVA is located at One American Row, Hartford, Connecticut 06102-5056.
Goodwin is the subadvisor to the Series. Goodwin, an affiliate of PVA, acts as subadviser for a number of mutual fund series and manages fixed income assets for individuals and institutions. Goodwin had approximately $13.5 billion in assets under management as of December 31, 2008. Goodwins principal offices are located at 56 Prospect Street, Hartford, Connecticut 06103.
Fees and Expenses Paid by the Series
For the fiscal year ended December 31, 2008, the Series paid PVA a fee for the investment advisory services it performed at an annual percentage rate of 0.50% of the average daily net assets of the Series.
From its investment advisory fee, PVA, not the Series, pays Goodwin for the management services it provides to the Series. (Please see the SAI for more information on subadvisory fees.)
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.25% of the Series average net assets. This expense limitation agreement is effective through April 30, 2010.
David L. Albrycht is a senior member of the Goodwin multi-sector fixed income team. He is the lead portfolio manager of three fixed income mutual funds (Virtus Multi-Sector Short Term Bond Fund, Virtus Multi-Sector Fixed Income Fund and Virtus Low Duration Core Plus Bond Fund), the fixed income portions of two balanced funds (Virtus Balanced Fund and Virtus Income & Growth Fund) and certain other series of the Trust. Mr. Albrycht has managed Phoenix fixed income portfolios since 1991.
More About the Trust and the Series
The Trust was organized as a Massachusetts business trust on February 18, 1986. The Trusts business and affairs are managed by its Board of Trustees.
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. The Trust is not required to hold annual shareholder meetings.
| The Phoenix Multi-Sector Fixed Income Series | 9 |
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the separate accounts as shareholders of a Massachusetts business trust such as the Trust may be liable for debts or claims against the Trust. The Declaration of Trust provides that shareholders shall not be subject to any personal liability for the acts or obligations of the Trust and that every written agreement, undertaking or obligation made or issued by the Trust shall contain a provision to that effect. The Declaration of Trust provides for indemnification out of the Trusts property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of the separate accounts, as shareholders, incurring loss because of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Insurance Companies are the sole shareholders of the Trust, and contract owners and policy owners are fully and completely insulated from the risk of personal liability.
The Trust intends for the Series to qualify as a regulated investment company (a RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of Federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any Federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value
of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the contracts, please see the contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
| v |
dilution of the interests of long-term investors, if market timers or others transfer into a fund at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
| v |
an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
| v |
increased brokerage and administrative expenses. |
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the Insurance Companies and not the contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by contract owners. Therefore, under the Trusts policies, the Trust delegates to each Insurance Company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the Insurance Company may deem necessary to discourage or reduce Disruptive Trading activities. An Insurance Company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate
| 10 | The Phoenix Multi-Sector Fixed Income Series |
account through which contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each Insurance Company under which the Insurance Companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each Insurance Company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the Insurance Companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Shares of the Series are not available to the public directly. Although shares of the Series are owned by the Separate Accounts, contract owners and policy owners do have indirect voting rights with respect to those shares, as described in the prospectus under Shares of Beneficial Interest. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an Insurance Company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate Insurance Company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined with no sales load.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the contracts or
Determination of Net Asset Value
The net asset value per share of the Series is determined as of the close of regular trading of the NYSE on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series net asset value may be significantly affected on days when an investor has no access to the Series. The net asset value per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities
are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the net asset value of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to materially change the net asset value, then the instrument would be valued using fair value considerations by the Board or its delegates.
Shares of other investment companies are valued at their respective net asset values. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series net asset value.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Net Asset Value: The liabilities are deducted from the assets of the Series. The resulting amount for the Series is then divided by the number of shares outstanding of that Series to produce the net asset value per share.
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the advisor/subadvisor, reflect the securitys market value; (vii) foreign securities subject to trading collars for which none
| The Phoenix Multi-Sector Fixed Income Series | 11 |
or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the companys financial statements; (v) recent news about the security or issuer; (vi) changes in interest rates; (vii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (viii) whether two or more dealers with whom the advisor regularly effects trades are willing to purchase or sell the security at comparable prices; (ix) other news events or relevant matters; and (x) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and
the time that the Series calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is also available in the SAI.
Legal Proceedings about the Series and PVA and/or its Affiliates
The Trust is not involved in any litigation or arbitration. PVA and/or its insurance affiliates (Phoenix) are regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming Phoenix as a defendant ordinarily involves our activities as an insurer, investor, or taxpayer. Phoenix believes that the outcomes of any pending litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on Phoenix's consolidated financial condition. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on Phoenix's results of operations or cash flows in particular quarterly or annual periods.
| 12 | The Phoenix Multi-Sector Fixed Income Series |
The financial highlights table provided below is intended
to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost)
on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This
information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and
Phoenix Multi-Sector Fixed Income Series
|
Year Ended December 31, |
|||||||||||||||||||
|
2008 |
2007 |
2006 |
2005 |
2004 |
|||||||||||||||
|
Net asset value, beginning of period |
$ 9.09 | $ | 9.25 | $ | 9.14 | $ | 9.43 | $ | 9.39 | ||||||||||
|
Income from investment operations |
|||||||||||||||||||
|
Net investment income (loss) |
0.57 | 1 | 0.53 | 1 | 0.52 | 1 | 0.50 | 1 | 0.55 | ||||||||||
|
Net realized and unrealized gain (loss) |
(2.15 | ) | (0.19 | ) | 0.09 | (0.34 | ) | 0.07 | |||||||||||
|
Total from investment operations |
(1.58 | ) | 0.34 | 0.61 | 0.16 | 0.62 | |||||||||||||
|
Less distributions |
|||||||||||||||||||
|
Dividends from net investment income |
(0.65 | ) | (0.50 | ) | (0.50 | ) | (0.45 | ) | (0.58 | ) | |||||||||
|
Dividends from net realized gains |
(0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | |||||||||
|
Total distributions |
(0.65 | ) | (0.50 | ) | (0.50 | ) | (0.45 | ) | (0.58 | ) | |||||||||
|
Change in net asset value |
(2.23 | ) | (0.16 | ) | 0.11 | (0.29 | ) | 0.04 | |||||||||||
|
Net asset value, end of period |
$ 6.86 | $ | 9.09 | $ | 9.25 | $ | 9.14 | $ | 9.43 | ||||||||||
|
Total return |
(17.93 | )% | 3.71 | % | 6.84 | % | 1.78 | % | 6.84 | % | |||||||||
|
Ratios/supplemental data: |
|||||||||||||||||||
|
Net assets, end of period (thousands) |
$172,901 | $250,867 | $245,750 | $239,097 | $249,885 | ||||||||||||||
|
Ratio to average net assets of: |
|||||||||||||||||||
|
Net operating expenses |
0.75 | % | 0.74 | % | 0.74 | % | 0.75 | % | 0.73 | % | |||||||||
|
Gross operating expenses |
0.76 | % | 0.74 | % | 0.74 | % | 0.75 | % | 0.73 | % | |||||||||
|
Net investment income |
6.69 | % | 5.65 | % | 5.60 | % | 5.37 | % | 5.68 | % | |||||||||
|
Portfolio turnover |
72 | % | 94 | % | 90 | % | 91 | % | 100 | % | |||||||||
|
1 |
Computed using average shares outstanding. |
| The Phoenix Multi-Sector Fixed Income Series | 13 |
The SAI dated May 1, 2009 for the Trust, which includes additional information about the Series, is incorporated by reference into this prospectus. Additional information about the Series investments is available in the Series annual and semi-annual reports to shareholders. The annual report discusses market conditions and investment strategies that significantly affected the Series performance during its last fiscal year. To obtain the SAI, the annual report, semi-annual report and other information without charge and to make shareholder inquires, call the Trust at (800) 541-1071 or visit the Trusts Internet site at http://www.phoenixwm.phl.com/public/products/regulatory/index.jsp.
Information about the Series (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C. Reports and other information about the Series are available on the EDGAR Database on the Commissions Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-0102 or by electronic request at the following E-mail address: publicinfo@sec.gov. You can call 202-942-8090 for information on the Public Reference Rooms operations and copying charges.
Investment Company Act File No.: 811-04642
| 14 | The Phoenix Multi-Sector Fixed Income Series |
THE PHOENIX MULTI-SECTOR SHORT TERM BOND SERIES
| PROSPECTUS | May 1, 2009 |
The Phoenix Multi-Sector Short Term Bond Series (the Series) is a series of an open-end management investment company with an investment objective to provide high current income while attempting to limit changes in the Series net asset value per share caused by interest rate changes.
Shares of the Series are not directly offered to the public and are currently offered through certain separate accounts (separate accounts) to fund variable accumulation annuity contracts and variable universal life insurance policies (collectively, contracts, and individually, contract) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (collectively, the insurance companies). You invest in the Series only by buying a contract and directing the allocation of your payment(s) to the investment option (sometimes known as a subaccount) corresponding to the Series. The investment option, in turn, invests in shares of the Series.
Shares of the Series are offered only where they may lawfully be offered. You should rely only on the information contained in this document or in one that this document refers you to. The Series has not authorized anyone to provide you with information that is different.
An investment in the Series is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
This prospectus describes the Series and provides important information you should know before investing in the Series. You should read this prospectus carefully and keep it for future reference.
The Series is a separate investment portfolio or series of the Phoenix Edge Series Fund (the Trust), which currently consists of eighteen such portfolios. The portfolios of the Trust other than the Series are not discussed in this prospectus.
These securities have not been approved or disapproved by the Securities and Exchange Commission (SEC), nor has the SEC determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
| If you have any questions, please contact: |
|
Phoenix Life Insurance Company | ||
| PO Box 8027 | ||||
| Boston, MA 02266-8027 | ||||
|
|
Tel. 800/541-0171 | |||
| The Phoenix Multi-Sector Short Term Bond Series | 1 |
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| Phoenix Multi-Sector Short Term Bond Series | 3 | |
| Other Investment Strategies and Risks | 7 | |
| Management of the Series | 9 | |
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| 9 | ||
| 9 | ||
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| More About the Trust and the Series | 9 | |
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| Investing in the Series | 11 | |
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| Litigation Matters | 12 | |
| Financial Highlights | 13 | |
| 2 | The Phoenix Multi-Sector Short Term Bond Series |
Phoenix Multi-Sector Short Term Bond Series
Investment Objective
The Series has a primary objective to provide high current income while attempting to limit changes in the Series net asset value per share caused by interest
Principal Investment Strategies
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Under normal circumstances, the Series invests at least 80% of its assets in bonds. Bonds are fixed income debt obligations of various types of issuers. In general, the Series invests in investment-grade securities which are rated at the time of investment BBB or above by Standard and Poors Corporation (S&P) or Duff & Phelps Credit Rating Company (D&P) or Baa or above by Moodys Investors Services, Inc. (Moodys) or unrated securities determined by the subadvisor to be of the same comparable quality. The Series may continue to hold securities whose credit quality falls below investment grade. The Series policy of investing 80% of its assets in bonds is not fundamental and, therefore, may be changed without shareholder approval, but only upon 60 days written notice to shareholders. |
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The Series seeks to achieve its objective by investing in a diversified portfolio of primarily short-term fixed income securities having an expected weighted average maturity of three years or less and that are in one of the following market sectors: |
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Securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies, authorities or instrumentalities, including CMOs, REMICs and other pass-through securities; |
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Debt securities issued by foreign issuers, including foreign governments and their political subdivisions; |
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Investment-grade securities; and |
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High yield-high risk securities. |
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The Series may invest in any of these sectors or may not invest in a sector at all. |
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Securities are selected using a sector rotation approach. The subadvisor seeks to adjust the proportion of fund investment in the sectors described above and the selections within sectors to obtain higher relative returns. Sectors are analyzed by the subadvisor for attractive values. Securities within sectors are selected based on general economic and financial conditions, and the issuers business, management, cash, assets, earnings and stability. Securities selected for investment are those that the subadvisor believes offer the best potential for total return based on risk-to-reward tradeoff. |
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The Series is managed in accordance with a duration neutral strategy. Duration measures the interest rate sensitivity of a fixed income security by assessing and weighting the present value of the securitys payment pattern. Generally, the longer the maturity the greater the duration and therefore the greater effect interest rate changes have on the price of the security. The subadvisor intends to maintain the duration of the Series at a level similar to that of its benchmark, the Merrill Lynch |
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Medium Quality Corporate Short-Term Bond Index, rather than attempt to predict interest rate changes. On December 31, 2008 the modified adjusted duration of the Merrill Lynch Medium Quality Corporate Short-Term Bond Index was 1.83 years. |
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The Series may invest up to 35% of its assets in high-yield (high-risk) corporate fixed income securities (Junk Bonds). |
Principal Risks
The value of your shares and the level of income you receive are subject to risks associated with the types of securities selected for Series investment. Neither the Series nor the subadvisor can assure you that a particular level of income will consistently be achieved or that the value of the Series investments that support your share value will increase. If the value of the Series investments decreases, your share value will decrease.
The principal risks of investing in the Series, which could adversely affect its net asset value and total return, are:
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Fixed Income Securities Investment Risk |
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Interest Rate Risk |
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Credit Risk |
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Foreign Investment Risk |
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Emerging Market Investment Risk |
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Foreign Currency Risk |
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Government Securities Investment Risk |
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Junk Bond Investment Risk |
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Market Risk |
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Mortgage-Backed and Asset-Backed Securities Investment Risk |
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Securities Selection Risk |
The following is a description of each of these principal risks. A description of other risks that may affect the Series is included below under Other Investment Strategies and Risks.
Fixed Income Securities Risk. The primary risks associated with investments in fixed-income securities include interest rate risk and credit risk.
Interest Rate Risk. The value of fixed-income securities will be directly affected by trends in interest rates. For example, in times of rising interest rates, the value of these types of securities tends to decrease. When interest rates fall, the value of these securities tends to rise. Interest rate changes have a greater effect on the price of fixed-income securities with longer durations and maturities. Interest rate risk will affect the price of a fixed income security more if the security has a longer maturity because changes in interest rates are increasingly difficult to predict over longer periods of time. Fixed income securities with longer maturities will therefore be more volatile than other fixed income securities with shorter maturities. Conversely, fixed income securities with shorter maturities will be less volatile but generally provide lower returns than fixed income securities with longer maturities.
| The Phoenix Multi-Sector Short Term Bond Series | 3 |
Credit Risk. If the issuer of a portfolio security is unable or unwilling to make timely interest or other income payments to the Series, the Series income available for distribution to shareholders and the Series yield may decrease. Credit risk for debt obligations generally increases as the credit rating declines. Thus, when the credit rating declines, there is an increased chance the issuer may not be able to make principal and interest payments on time.
Foreign Investment Risk. Foreign investments could be more difficult to sell than U.S. investments. They also may subject a Series to risks different from investing in domestic securities. Investments in foreign securities involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders.
Some foreign securities are issued by companies organized outside the United States and are traded only or primarily in trading markets outside the United States. These foreign securities can be subject to most, if not all, of the risks of foreign investing. Some foreign securities are issued by companies organized outside the United States but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, American Depositary Receipts and shares of some large foreign-based companies are traded on principal U.S. exchanges. Other securities are not traded in the United States but are denominated in U.S. dollars. These securities are not subject to all the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar-denominated securities traded in U.S. securities markets.
Foreign Currency Risk. The Series may invest in securities denominated in foreign currencies. Changes in foreign exchange rates will affect the value of those securities denominated or quoted in currencies other than the U.S. dollar. The forces of supply and demand in the foreign exchange markets determine exchange rates and these forces are in turn affected by a range of economic, political, financial, governmental and other factors. Exchange rate fluctuations can affect the Series net asset value (share price) and dividends either positively or negatively depending upon whether foreign currencies are appreciating or depreciating in value relative to the U.S. dollar. Exchange rates fluctuate over both the short and long terms. In addition, when certain foreign countries experience economic difficulties, there is an increased risk that the foreign government may impose restrictions on the free exchange of its currency.
Emerging Market Risk . The Series may invest in companies located in emerging-market countries and regions. Investment in less-developed countries whose markets are still emerging generally presents risks in greater degree than those presented by investment in foreign issuers based in countries with developed securities markets and more advanced regulatory systems. Prior governmental approval of foreign investments may be required under certain circumstances in some developing countries, and the extent of foreign investment in domestic
companies may be subject to limitation in other developing countries. The charters of individual companies in developing countries may impose limitations on foreign ownership to prevent, among other concerns, violation of foreign investment limitations.
The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been (and may continue to be) adversely affected by economic conditions in these countries.
Government Securities Investment Risk. Obligations issued or guaranteed by the U.S. Government, its agencies, authorities and instrumentalities only guarantee or insure principal and interest will be timely paid to holders of the securities. The entities do not guarantee that the value of the obligations (or the Series shares) will increase, and the value of these obligations may decrease due to interest rate changes or for other reasons. In addition, not all U.S. Government securities are backed by the full faith and credit of the United States.
Junk Bond Investment Risk. High-yield, high-risk securities (so-called junk-bonds) are securities rated below investment grade by the primary rating agencies such as Standard & Poors and Moodys. Below-investment grade securities present a greater risk that the issuer will not be able to make interest or principal payments on time. If this happens, the Series would lose income and could expect a decline in the market value of the securities. Issuers of high-yield securities may not be as strong financially as those issuing bonds with higher credit ratings, and are more vulnerable to real or perceived economic changes, political changes, or adverse developments specific to the issuer. Analysis of the creditworthiness of issuers of below investment grade securities may be more complex than for higher grade securities, making it more difficult to accurately predict risk. The junk-bond market can experience sudden and sharp price swings.
Market Risk. The value of your shares is based on the market value of the Series investments. However, the value of the Series investments that support your share value can decrease as well as increase. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. If your financial circumstances are likely to require you to sell your shares at any particular time, rather than holding them indefinitely, you run the risk that your sale of shares will occur when share values have declined.
The value of the Series investments can decrease for a number of reasons. For example, changing economic conditions may cause a decline in the value of many or most investments. Particular industries can face poor market conditions for their products or services so that companies engaged in those businesses do not perform as well as companies in other industries. Interest rate changes may improve prospects for certain types of businesses and they may worsen prospects for others. Share values also can decline if the specific companies
| 4 | The Phoenix Multi-Sector Short Term Bond Series |
selected for investment fail to perform as expected, regardless of general economic trends, industry trends, interest rates and other economic factors. When companies owned by the Series encounter negative conditions they may be unable to continue to pay dividends or interest at expected levels.
Mortgage-Backed and Asset-Backed Securities Investment Risk. Mortgage-backed securities represent interests in pools of mortgages. The mortgages that comprise a pool normally have similar interest rates, maturities and other terms. Mortgages may have fixed or adjustable interest rates. Interests in pools of adjustable rate mortgages are known as ARMs.
Mortgage-backed securities come in a variety of forms. Many have extremely complicated terms. The simplest form of mortgage-backed securities are pass-though certificates. An issuer of pass-through certificates gathers monthly payments from an underlying pool of mortgages. Then, the issuer deducts its fees and expenses and passes the balance of the payments onto the certificate holders once a month. Holders of pass-through certificates receive a pro rata share of all payments and pre-payments from the underlying mortgages. As a result, the holders assume all the prepayment risks of the underlying mortgages.
In addition, certain mortgage-backed securities are created and sold by private firms such as banks and mortgage originators. These securities have no explicit or implicit government guarantees and may involve significant credit risk.
It is difficult to predict cash flows from mortgage-backed and other asset-backed securities. Payments of principal and interest on underlying mortgages may be allocated among classes in a variety of ways, and the inability to determine specific amounts and timing of prepayments of the underlying loans make it difficult to accurately predict cash flow. The variability of prepayments will tend to limit price gains when interest rates drop and exaggerate price declines when interest rates rise. In the event of high prepayments, the Series may be required to invest these proceeds at a lower interest rate, causing the Series to earn less than if the prepayments had not occurred. Generally, prepayments will increase during a period of falling interest rates. Certain mortgage-backed and asset-backed securities are subject to credit risk, in that the issuers of such securities may fail to make timely payments of principal and interest to the Series. In addition, whether rated or not, depending on market conditions, such securities may be illiquid or the Series may not be able to secure a market value for the securities.
Securities Selection Risk. There is the possibility that the specific securities held by the Series will underperform the securities held by other funds in the same asset class or the benchmark that is representative of the general performance of the asset class because of the subadvisors choice of portfolio securities.
Calendar Year Annual Total Return
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes
in the Series performance from year to year over the life of the Series. The table shows how the Series average annual returns compare to those of a broad-based securities market index and a more narrowly based benchmark that reflects the market sectors in which the Series invests. The Series past performance is not necessarily an indication of how the Series will perform in the future. The Series returns in the chart and table do not reflect the deduction of any separate account or contract charges. The returns would have been less than those shown if such charges were deducted. During the period shown in the chart, the highest return for a quarter was 3.36% (quarter ended September 2004) and the lowest return for a quarter was -8.00% (quarter ended December 2008).
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Average Annual Total Returns
(for the period ended 12/31/08) |
1 Year | 5 Years |
Life of
Series 1 |
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| Phoenix Multi-Sector Short Term Bond Series | -11.35% | 0.80% | 1.24% | |||
| Merrill Lynch 1-2.99 Year Medium Quality Corporate Bonds Index 2 | -4.79% | 1.77% | 1.86% | |||
| Barclays Capital U.S. Aggregate Bond Index 3 | 5.24% | 4.65% | 4.19% |
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Since June 2, 2003. |
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The Merrill Lynch 1-2.99 Year Medium Quality Corporate Bonds Index measures performance of U.S. corporate bond issues rated BBB and A by Standard and Poors with maturities between one and three years. The index is calculated on a total return basis. |
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The Barclays Capital U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis. |
The indices are unmanaged and not available for direct investment; therefore, their performance does not reflect the fees
Series Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Series. The table and the example do not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher. Investors should consult the contract prospectus for more information.
| The Phoenix Multi-Sector Short Term Bond Series | 5 |
Annual Series Operating Expenses (expenses that are deducted from Series assets)
| Management Fees | 0.50% | |
| Distribution and/or Service (12b-1) Fees | None | |
| Other Expenses | 0.35% | |
| Total Annual Series Operating Expenses 1 | 0.85% | |
| Expense Reimbursements 2 | (0.15%) | |
| Net Annual Series Operating Expenses | 0.70% | |
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The figures shown in the table are based on actual expenses paid during the last fiscal year. Expenses are likely to be higher for the current fiscal year given lower asset levels. |
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The Trust has entered into an expense limitation agreement with the Series investment advisor whereby the investment advisor has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.20% of the Series average net assets. This expense limitation agreement is effective through at least April 30, 2010. |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same, but that the contractual expense reimbursement is in effect only during the first year. The example does not reflect contract fees and charges, and if it did, the costs shown would be higher.
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
| Phoenix Multi-Sector Short Term Bond Series | $87 | $271 | $471 | $1,049 |
Management of the Series
The Advisor and Subadvisor
Phoenix Variable Advisors, Inc. (PVA) has served as the investment advisor to the Series since August 1, 2007. Goodwin Capital Advisers, Inc. (Goodwin) has served as subadvisor to the Series since August 1, 2007 and is responsible for the day-to-day portfolio management. You will find more information about PVA and Goodwin in the Management of the Trust section of this prospectus. The SAI provides additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Series.
| 6 | The Phoenix Multi-Sector Short Term Bond Series |
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears under Principal Investment Strategies above. The information below describes other investment strategies that the Series may use and their risks, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI.
One or more of the following risks may apply to the Series indirectly through its investments in other investment companies or exchange traded funds (ETFs). The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Cash Investments
When the subadvisor believes that market conditions are unfavorable for profitable investing, or are otherwise unable to locate attractive investment opportunities, the Series cash or similar investments may increase. In other words, the Series may not always stay fully invested in stocks or bonds. When the Series investments in cash or similar investments increase, it may not participate in market advances or declines to the same extent that it would if the Series was more fully invested in bonds.
Convertible Securities
The Series may invest in convertible securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock of the issuer at a predetermined time(s), price(s) or price formula(s). A convertible security entitles the owner to receive interest paid or accrued on a debt security or dividends paid on preferred stock until the security matures or is converted to common stock. Convertible securities typically have several investment characteristics, such as: (i) yields higher than common stocks but lower than comparable nonconvertible securities; (ii) less fluctuation in value than the underlying common stock, that is, the common stock that the investor receives if he or she converts; and (iii) the potential for capital appreciation if the market price of the underlying common stock increases.
Convertible securities may be subject to redemption at the option of the issuer. If a security is called for redemption, the Series may have to redeem the security, convert it into common stock or sell it to a third party at a price and time that is not beneficial for the Series.
Derivative Investments
The Series may, but need not, enter into various instruments that derive their values from those of specific securities, indexes, currencies or other points of reference for both hedging and non-hedging purposes. Derivatives include, but are not limited to, futures, options, forward contracts, swaps, and structured notes. These derivatives may be used to hedge against the economic impact of adverse changes in the market value of portfolio securities because of changes in securities market prices, interest rates or currencies. The Series may also use derivatives as part of its overall investment technique to gain or
lessen exposure to various securities, markets and currencies. The Series may also use derivative transactions for certain nonhedging purposes, such as seeking to enhance returns. The Series engages in derivatives transactions primarily for hedging purposes.
The Series may invest up to an aggregate of 5% of its total assets in exchange-traded or over-the-counter call and put options on securities, securities indexes and foreign currencies.
Immediately after entering into a futures contract for the receipt or delivery of a security, the value of the securities called for by all of the Series futures contracts (both for receipt and delivery) will not exceed 10% of its total assets.
As a registered investment company, the Series is subject to the Investment Company Act of 1940, related rules, and related SEC and SEC staff positions. Therefore, with respect to certain derivatives, the Series must set aside (referred to sometimes as asset segregation) liquid assets or engage in other SEC or SEC staff approved measures while the derivative contracts are open. For example, with respect to forward commitments and futures contracts that are not contractually required to cash settle, the Series must cover its open positions by setting aside liquid assets equal to the contracts full notional value. With respect to forward commitments and futures contracts that are required to cash settle, however, the Series is permitted to set aside liquid assets in an amount equal to the Series daily mark to market (net) obligations if any (i.e., the Series daily liability if any) rather than the notional value.
Derivatives, including those used to manage risk, are themselves subject to risks of the different markets in which they trade and, therefore, may not serve their intended purpose. These investments may not protect the Series from losses, they may decrease overall return, and they could, in unusual circumstances, expose the Series to losses that could be unlimited. The Series performance may be worse than if it did not make such investments.
If the prices for derivatives and prices in the cash market do not correlate as expected or if expectations about interest rate, exchange rate or general market movements are incorrect, a Series returns may be lower than they would have been if it did not invest in these securities. There is also a risk that the market for reselling derivatives may be limited or nonexistent. A Series could incur unlimited losses if it cannot liquidate its derivatives investments. Decisions about the nature and timing of derivative transactions may result in losses when other investors decisions about the same derivatives result in gains. In addition, some derivatives are subject to the risk that the counterparty to such transaction may not perform as expected.
Equity Securities Risk
From time to time, the Series may invest in equity securities. In general, prices of equity securities are more volatile than those of fixed-income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example).
| The Phoenix Multi-Sector Short Term Bond Series | 7 |
Illiquid Securities
The Series may invest up to 15% of its assets in illiquid securities. An illiquid investment is a security or other position that cannot be disposed of quickly in the normal course of business. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as restricted securities). Securities owned by the Series that are not liquid may be difficult to sell because there may be no active markets for resale and fewer potential buyers. This can make illiquid investments more likely than other types of investments to lose value. In extreme cases it may be impossible to resell them and they can become almost worthless to the Series.
Investments in Other Investment Companies and Exchange Traded Funds
The Series may invest in securities of other investment companies, including shares of closed-end investment companies, unit investment trusts, and open-end investment companies. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management fees and operating expenses. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value. Others are continuously offered at net asset value, but may also be traded in the secondary market.
The Series may also acquire exchange-traded funds or similar securities in order to achieve market or industry exposure pending direct investments in equity securities. An exchange-traded fund is an investment company the shares of which are continuously offered at net asset value only in large aggregations, but are traded on an exchange in smaller amounts.
Assets invested in other investment companies incur a layering of expenses including operating costs, advisory fees and administrative fees that investors in the
REIT Investment Risk
The Series may invest in Real Estate Investment Trusts (REITs). REITs are pooled investment vehicles which invest primarily in income-producing real estate or real estate related loans. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs also can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.
Investing in REITs involves the risks generally associated with the real estate industry. Risks associated with the real estate industry in general include: (i) possible declines in the value of real estate; (ii) risks related to general and local economic
conditions; (iii) possible lack of availability of mortgage funds; (iv) overbuilding; (v) extended vacancies of properties; (vi) increases in competition, property taxes and operating expenses; (vii) changes in zoning laws; (viii) costs of clean-up of and liability for environmental problems; (ix) casualty or condemnation losses; (x) uninsured damages from flood, earthquakes or other natural disasters; (xi) limitations on and variations in rents; (xii) dependency on property management skill; (xiii) the appeal of properties to tenants; and (xiv) changes in interest rates.
Investing in REITs also involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent on the quality of management skills, are not diversified, and are subject to the risks of financing projects.
If the Series invests in new or unseasoned REIT issuers, it may be difficult or impossible for the Series to ascertain the REITs management capabilities and growth prospects, or the value of its underlying assets. REITs whose underlying assets include long-term health care projects, such as nursing, retirement and assisted living homes may be affected by federal regulations concerning the health care industry.
REITs (especially mortgage REITs) are subject to interest rate risks. When interest rates decline, the value of a REITs investment in fixed rate obligations usually rises. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. On the other hand, since interest rates on adjustable rate mortgage loans are reset periodically, yields on a REITs investment in such loans will gradually align themselves to current market interest rates. The value of such investments fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
In addition, investing in REITs involves
risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be more subject to abrupt or erratic price movements than
Unrated Securities Investment Risk
Some fixed-income securities may be unrated. Analysis of unrated securities is more complex, making it more difficult to accurately predict risk. Unrated securities may not have as broad a market as rated securities, making them more difficult to sell. This could cause the security to lose value.
Volatility Risk
This is the risk that performance will be affected by unanticipated events (e.g., significant earnings shortfalls or gains, war, or political events) that cause major price changes in individual securities or market sectors.
| 8 | The Phoenix Multi-Sector Short Term Bond Series |
When-Issued Securities and Forward Commitments
Debt securities are often issued on a when-issued basis. The price (or yield) of such securities is fixed at the time a commitment to purchase is made, but delivery and payment for the when-issued securities take place at a later date. During the period between purchase and settlement, no payment is made by the Series and no interest accrues to the Series. The market value of the when-issued securities on the settlement date may be more or less than the purchase price payable on that date. Similarly, the Series may commit to purchase a security at a future date at a price determined at the time of the commitment; these forward commitments are procedurally very similar to purchases of when-issued securities.
PVA is the investment advisor to the Series.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, PVA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. PVA, with the approval of the Trusts Board of Trustees, has selected Goodwin, which is affiliated with PVA, to serve as subadvisor and perform the day-to-day management of the Series. Goodwin, subject to the supervision of PVA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
PVA serves as a manager of managers of the Series. In this capacity, PVA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisors needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisors investment programs and results as well as the performance of the subadvisors relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and PVA have received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which PVA is permitted, subject to supervision and approval of the Trusts Board of Trustees, to enter into and materially amend subadvisory agreements without such agreements being approved by the shareholders of the Series. The Trust and PVA therefore have the right to hire, terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PVA has the ultimate responsibility to oversee the subadvisors and recommend their hiring, termination, and replacement.
PVA began operations as an investment advisor in 1999 and replaced a PVA affiliate as investment advisor to the Series in 2007. Serving as the investment advisor for the series of the Trust is PVAs sole business activity. As of December 31, 2008, PVA had $1.67 billion in assets under management. PVA is located at One American Row, Hartford, Connecticut 06102-5056.
Goodwin is the subadvisor to the Series. Goodwin, an affiliate of PVA, acts as subadviser for a number of mutual fund series and manages fixed income assets for individuals and institutions. Goodwin had approximately $13.5 billion in assets under management as of December 31, 2008. Goodwins principal offices are located at 56 Prospect Street, Hartford, Connecticut 06103.
Fees and Expenses Paid by the Series
For the fiscal year ended December 31, 2008, the Series paid PVA a fee for the investment advisory services it performed at an annual percentage rate of 0.50% of the average daily net assets of the Series.
From its investment advisory fee, PVA, not the Series, pays Goodwin for the management services it provides to the Series. (Please see the SAI for more information on subadvisory fees.)
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.20% of the Series average net assets. This expense limitation agreement is effective through April 30, 2010.
David L. Albrycht is a senior member of the Goodwin multi-sector fixed income team. He is the lead portfolio manager of three fixed income mutual funds (Virtus Multi-Sector Short Term Bond Fund, Virtus Multi-Sector Fixed Income Fund and Virtus Low Duration Core Plus Bond Fund), the fixed income portions of two balanced funds (Virtus Balanced Fund and Virtus Income & Growth Fund) and certain other series of the Trust. Mr. Albrycht has managed Phoenix fixed income portfolios since 1991.
More About the Trust and the Series
The Trust was organized as a Massachusetts business trust on February 18, 1986. The Trusts business and affairs are managed by its Board of Trustees.
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. The Trust is not required to hold annual shareholder meetings.
| The Phoenix Multi-Sector Short Term Bond Series | 9 |
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the separate accounts as shareholders of a Massachusetts business trust such as the Trust may be liable for debts or claims against the Trust. The Declaration of Trust provides that shareholders shall not be subject to any personal liability for the acts or obligations of the Trust and that every written agreement, undertaking or obligation made or issued by the Trust shall contain a provision to that effect. The Declaration of Trust provides for indemnification out of the Trusts property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of the separate accounts, as shareholders, incurring loss because of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Insurance Companies are the sole shareholders of the Trust, and contract owners and policy owners are fully and completely insulated from the risk of personal liability.
The Trust intends for the Series to qualify as a regulated investment company (a RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of Federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any Federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value
of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the contracts, please see the contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
| v |
dilution of the interests of long-term investors, if market timers or others transfer into a fund at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
| v |
an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
| v |
increased brokerage and administrative expenses. |
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the Insurance Companies and not the contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by contract owners. Therefore, under the Trusts policies, the Trust delegates to each Insurance Company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the Insurance Company may deem necessary to discourage or reduce Disruptive Trading activities. An Insurance Company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate
| 10 | The Phoenix Multi-Sector Short Term Bond Series |
account through which contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each Insurance Company under which the Insurance Companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each Insurance Company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the Insurance Companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Shares of the Series are not available to the public directly. Although shares of the Series are owned by the Separate Accounts, contract owners and policy owners do have indirect voting rights with respect to those shares, as described in the prospectus under Shares of Beneficial Interest. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an Insurance Company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate Insurance Company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined with no sales load.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the contracts or
Determination of Net Asset Value
The net asset value per share of the Series is determined as of the close of regular trading of the NYSE on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series net asset value may be significantly affected on days when an investor has no access to the Series. The net asset value per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations
provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the net asset value of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to materially change the net asset value, then the instrument would be valued using fair value considerations by the Board or its delegates.
Shares of other investment companies are valued at their respective net asset values. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series net asset value.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Net Asset Value: The liabilities are deducted from the assets of the Series. The resulting amount for the Series is then divided by the number of shares outstanding of that Series to produce the net asset value per share.
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the advisor/subadvisor, reflect the securitys market value; (vii) foreign securities subject to trading collars for which none or limited trading takes place; and (viii) securities where the
| The Phoenix Multi-Sector Short Term Bond Series | 11 |
market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the companys financial statements; (v) recent news about the security or issuer; (vi) changes in interest rates; (vii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (viii) whether two or more dealers with whom the advisor regularly effects trades are willing to purchase or sell the security at comparable prices; (ix) other news events or relevant matters; and (x) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its net asset value (generally,
the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is also available in the SAI.
Legal Proceedings about the Series and PVA and/or its Affiliates
The Trust is not involved in any litigation or arbitration. PVA and/or its insurance affiliates (Phoenix) are regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming Phoenix as a defendant ordinarily involves our activities as an insurer, investor, or taxpayer. Phoenix believes that the outcomes of any pending litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on Phoenix's consolidated financial condition. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on Phoenix's results of operations or cash flows in particular quarterly or annual periods.
| 12 | The Phoenix Multi-Sector Short Term Bond Series |
The financial highlights table provided below is intended
to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost)
on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This
information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and
Phoenix Multi-Sector Short Term Bond Series
|
Year Ended December 31, |
|||||||||||||||||||
|
2008 |
2007 |
2006 |
2005 |
2004 |
|||||||||||||||
|
Net asset value, beginning of period |
$ 9.87 | $ | 10.01 | $ | 9.93 | $ | 10.16 | $ | 10.05 | ||||||||||
|
Income from investment operations |
|||||||||||||||||||
|
Net investment income (loss) |
0.54 | 1 | 0.53 | 1 | 0.49 | 1 | 0.45 | 1 | 0.42 | ||||||||||
|
Net realized and unrealized gain (loss) |
(1.63 | ) | (0.13 | ) | 0.06 | (0.31 | ) | 0.11 | |||||||||||
|
Total from investment operations |
(1.09 | ) | 0.40 | 0.55 | 0.14 | 0.53 | |||||||||||||
|
Less distributions |
|||||||||||||||||||
|
Dividends from net investment income |
(0.55 | ) | (0.54 | ) | (0.47 | ) | (0.37 | ) | (0.42 | ) | |||||||||
|
Dividends from net realized gains |
(0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | |||||||||
|
Total distributions |
(0.55 | ) | (0.54 | ) | (0.47 | ) | (0.37 | ) | (0.42 | ) | |||||||||
|
Change in net asset value |
(1.64 | ) | (0.14 | ) | 0.08 | (0.23 | ) | 0.11 | |||||||||||
|
Net asset value, end of period |
$ 8.23 | $ | 9.87 | $ | 10.01 | $ | 9.93 | $ | 10.16 | ||||||||||
|
Total return |
(11.35 | )% | 3.99 | % | 5.71 | % | 1.36 | % | 5.34 | % | |||||||||
|
Ratios/supplemental data: |
|||||||||||||||||||
|
Net assets, end of period (thousands) |
$40,626 | $44,168 | $46,663 | $47,534 | $36,136 | ||||||||||||||
|
Ratio to average net assets of: |
|||||||||||||||||||
|
Net operating expenses |
0.70 | % | 0.70 | % | 0.70 | % | 0.70 | % | 0.51 | % 2 | |||||||||
|
Gross operating expenses |
0.85 | % | 0.82 | % | 0.88 | % | 0.98 | % | 1.08 | % | |||||||||
|
Net investment income |
5.66 | % | 5.23 | % | 4.92 | % | 4.45 | % | 4.37 | % | |||||||||
|
Portfolio turnover |
96 | % | 73 | % | 87 | % | 91 | % | 79 | % | |||||||||
|
1 |
Computed using average shares outstanding. |
|
2 |
Represents a blended net operating expense ratio. |
| The Phoenix Multi-Sector Short Term Bond Series | 13 |
The SAI dated May 1, 2009 for the Trust, which includes additional information about the Series, is incorporated by reference into this prospectus. Additional information about the Series investments is available in the Series annual and semi-annual reports to shareholders. The annual report discusses market conditions and investment strategies that significantly affected the Series performance during its last fiscal year. To obtain the SAI, the annual report, semi-annual report and other information without charge and to make shareholder inquires, call the Trust at (800) 541-1071 or visit the Trusts Internet site at http://www.phoenixwm.phl.com/public/products/regulatory/index.jsp.
Information about the Series (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C. Reports and other information about the Series are available on the EDGAR Database on the Commissions Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-0102 or by electronic request at the following E-mail address: publicinfo@sec.gov. You can call 202-942-8090 for information on the Public Reference Rooms operations and copying charges.
Investment Company Act File No.: 811-04642
| 14 | The Phoenix Multi-Sector Short Term Bond Series |
THE PHOENIX MID-CAP VALUE SERIES
| PROSPECTUS | May 1, 2009 |
The Phoenix Mid-Cap Value Series (the Series) is a series of an open-end management investment company with an investment objective of long-term capital appreciation.
Shares of the Series are not directly offered to the public and are currently offered through certain separate accounts (separate accounts) to fund variable accumulation annuity contracts and variable universal life insurance policies (collectively, contracts, and individually, contract) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (collectively, the insurance companies). You invest in the Series only by buying a contract and directing the allocation of your payment(s) to the investment option (sometimes known as a subaccount) corresponding to the Series. The investment option, in turn, invests in shares of the Series.
Shares of the Series are offered only where they may lawfully be offered. You should rely only on the information contained in this document or in one that this document refers you to. The Series has not authorized anyone to provide you with information that is different.
An investment in the Series is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
This prospectus describes the Series and provides important information you should know before investing in the Series. You should read this prospectus carefully and keep it for future reference.
The Series is a separate investment portfolio or series of the Phoenix Edge Series Fund (the Trust), which currently consists of eighteen such portfolios. The portfolios of the Trust other than the Series are not discussed in this prospectus.
These securities have not been approved or disapproved by the Securities and Exchange Commission (SEC), nor has the SEC determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
| If you have any questions, please contact: |
|
Phoenix Life Insurance Company | ||
| PO Box 8027 | ||||
| Boston, MA 02266-8027 | ||||
|
|
Tel. 800/541-0171 | |||
| The Phoenix Mid-Cap Value Series | 1 |
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| Phoenix Mid-Cap Value Series | 3 | |
| Other Investment Strategies and Risks | 7 | |
| Management of the Series | 8 | |
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| 8 | ||
| 8 | ||
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| More About the Trust and the Series | 9 | |
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| Heading | Page | |
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| Investing in the Series | 11 | |
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| Litigation Matters | 12 | |
| Financial Highlights | 13 | |
| 2 | The Phoenix Mid-Cap Value Series |
Investment Objective
Long-term capital appreciation.
Principal Investment Strategies
| v |
The Series will, under normal circumstances, invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of companies with medium market capitalizations. For purposes of the Series, medium market capitalization companies are those with market capitalizations between $500 million and $10 billion at the time of initial purchase. The Series policy of investing 80% of its assets in mid-cap equity securities is not fundamental and, therefore, may be changed without shareholder approval, but only upon 60 days written notice to shareholders. |
| v |
The Series primarily invests directly in common stocks of mid-cap companies, but may also invest in shares of exchange-traded funds (ETFs), real estate investment trusts (REITs), royalty trusts, and master limited partnerships (MLPs). |
| v |
The Series invests in approximately 45-65 securities that are well diversified among market sectors. In selecting investments for the Series, the subadvisor utilizes a value style of investing and selects common stocks that it believes are currently undervalued in the market. Key metrics for evaluating the risk/return profile of an investment may include an improving return on equity, a declining debt/equity ratio and, in the case of common equities, positive earnings surprises without a corresponding increase in Wall Street estimates. |
Principal Risks
The Series investments are subject generally to market risk and the risk of selecting underperforming securities and asset classes, which may adversely affect the Series and lead to loss of principal.
Other principal risks of investing in the Series, which could adversely affect its net asset value, yield and total return, are:
| v |
Equity Securities Risk |
| v |
Market Risk |
| v |
MLP Risk |
| v |
Other Investment Company Risk |
| v |
REIT Investment Risk |
| v |
Royalty Trust Risk |
| v |
Securities Selection Risk |
| v |
Small and Medium Market Capitalization Risk |
| v |
Value Investing Risk |
The following is a description of each of these principal risks. A description of other risks that may affect the Series is included below under Other Investment Strategies and Risks.
Equity Securities Risk. In general, prices of equity securities are more volatile than those of fixed-income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example).
Market Risk. The value of your shares is based on the market value of the Series investments. However, the value of the Series investments that support your share value can decrease as well as increase. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. If your financial circumstances are likely to require you to sell your shares at any particular time, rather than holding them indefinitely, you run the risk that your sale of shares will occur when share values have declined.
The value of the Series investments can decrease for a number of reasons. For example, changing economic conditions may cause a decline in the value of many or most investments. Particular industries can face poor market conditions for their products or services so that companies engaged in those businesses do not perform as well as companies in other industries. Interest rate changes may improve prospects for certain types of businesses and they may worsen prospects for others. Share values also can decline if the specific companies selected for investment fail to perform as expected, regardless of general economic trends, industry trends, interest rates and other economic factors. When companies owned by the Series encounter negative conditions they may be unable to continue to pay dividends or interest at expected levels.
MLP Risk. MLPs are limited partnerships in which the ownership units are publicly traded. MLP units are registered with the SEC and are freely traded on a securities exchange or in the over-the-counter market. MLPs often own several properties or businesses (or own interests) that are related to oil and gas industries, but they also may finance research and development and other projects. To the extent that an MLPs interests are all in a particular industry, the MLP will be negatively impacted by economic events adversely impacting that industry. The risks of investing in a MLP are generally those involved in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded to investors in a MLP than investors in a corporation. In addition, MLPs may be subject to state taxation in certain jurisdictions which will have the effect of reducing the amount of income paid by the MLP to its investors.
Other Investment Company Risk. The Series may invest in securities of other investment companies, including exchange traded funds (ETFs). An ETF is an investment company, the shares of which are continuously offered at net asset value only in large aggregations, but are traded on an exchange in smaller
| The Phoenix Mid-Cap Value Series | 3 |
amounts. Because the value of ETF shares depends on the demand in the market, shares may trade at a discount or premium and the subadvisor may not be able to liquidate the Series holdings at the most optimal time, which could adversely affect the Series performance.
The Series may acquire ETFs or similar securities in order to achieve market or industry exposure pending direct investments in equity securities.
The shares of an ETF may trade at a premium or discount to their net asset value. In other words, the market value of an ETF may differ from the shares net asset value. The net asset value of ETF shares fluctuates with changes in the market value of the funds holdings, while the trading price of shares of an ETF fluctuates with changes in market supply and demand as well as changes in net asset value.
Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management fees and operating expenses.
REIT Investment Risk. REITs are pooled investment vehicles that invest primarily in income-producing real estate or real estate related loans. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs also can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.
Investing in REITs involves the risks generally associated with the real estate industry. Risks associated with the real estate industry in general include: (i) possible declines in the value of real estate; (ii) risks related to general and local economic conditions; (iii) possible lack of availability of mortgage funds; (iv) overbuilding; (v) extended vacancies of properties; (vi) increases in competition, property taxes and operating expenses; (vii) changes in zoning laws; (viii) costs of clean-up of and liability for environmental problems; (ix) casualty or condemnation losses; (x) uninsured damages from flood, earthquakes or other natural disasters; (xi) limitations on and variations in rents; (xii) dependency on property management skill; (xiii) the appeal of properties to tenants; and (xiv) changes in interest rates.
Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent on the quality of management skills, are generally not diversified, and are subject to the risks of financing projects.
If the Series invests in new or unseasoned REIT issuers, it may be difficult or impossible for the Series to ascertain the REITs management capabilities and growth prospects, or the
value of its underlying assets. REITs whose underlying assets include long-term health care projects, such as nursing, retirement and assisted living homes may be affected by federal regulations concerning the health care industry.
REITs (especially mortgage REITs) are subject to interest rate risks. When interest rates decline, the value of a REITs investment in fixed rate obligations usually rises. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. On the other hand, since interest rates on adjustable rate mortgage loans are reset periodically, yields on a REITs investment in such loans will gradually align themselves to current market interest rates. The value of such investments fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
In addition, investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be more subject to abrupt or erratic price movements than larger capitalization stocks included in the S&P 500 Index.
Royalty Trust Risk. The Series may invest in royalty trusts which are structured similarly to REITs. A royalty trust generally acquires an interest in natural resource companies or chemical companies and distributes the income it receives to the investors of the royalty trust. A sustained decline in demand for crude oil, natural gas and refined petroleum products could adversely affect income and royalty trust revenues and cash flows. Factors that could lead to a decrease in market demand include a recession or other adverse economic conditions, an increase in the market price of the underlying commodity, higher taxes or other regulatory actions that increase costs, or a shift in consumer demand for such products. A rising interest rate environment could adversely impact the performance of royalty trusts. Rising interest rates could limit the capital appreciation of royalty trusts because of the increased availability of alternative investments at more competitive yields. Similar to REITs, the Series investment in royalty trusts may result in the layering of expenses such that shareholders will indirectly bear a proportionate share of the royalty trusts operating expenses, in addition to paying Series expenses.
Securities Selection Risk. There is the possibility that the specific securities held by the Series will underperform the securities held by other funds in the same asset class or the benchmark that is representative of the general performance of the asset class because of the subadvisors choice of portfolio securities.
Small and Medium Market Capitalization Risk. The Series invests in companies with small and medium capitalizations, which make the Series more volatile than funds that invest exclusively in companies with larger capitalizations. The smaller companies may be affected to a greater extent than larger companies by changes in general economic conditions and conditions in particular industries. Smaller companies also may be relatively new and not have the same operating history and track record as larger companies. This could make future performance of smaller companies more difficult to predict. Companies with small capitalization are often companies in industries that have recently emerged due to cultural, economic,
| 4 | The Phoenix Mid-Cap Value Series |
regulatory or technological developments. Such developments can have a significant positive or negative effect on small capitalization companies and their stock performance. Given the limited operating history and rapidly changing fundamental prospects, investment returns from smaller capitalization companies can be highly volatile. Smaller companies may find their ability to raise capital impaired by their size or lack of operating history. Product lines are often less diversified and subject to competitive threats. Smaller capitalization stocks are subject to varying patterns of trading volume and may, at times, be difficult to sell.
Value Investing Risk. The Series invests in value stocks. Value stocks are those which are believed to be undervalued in comparison to their peers due to adverse business developments or other factors. The value approach to investing involves the risk that the value of the security will not be recognized for an unexpectedly long period of time, and the risk that the security judged to be undervalued may actually be appropriately priced or even overvalued due to fundamental problems not yet apparent. Value oriented stocks will typically underperform when growth investing is in favor.
Temporary Defensive Strategy
In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the Series may temporarily hold all or a portion of its assets in cash (U.S. dollars, foreign currencies or multi-national currency units), money market instruments, shares of affiliated money market funds, or high-quality debt instruments. As a result, the Series may not achieve its investment objectives.
Calendar Year Annual Total Return
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series performance from year to year over a 10-year period. The table shows how the Series average annual returns compare to those of a broad-based securities market index and a more narrowly based benchmark that reflects the market sectors in which the Series invests. The Series past performance is not necessarily an indication of how the Series will perform in the future. Westwood Management Corp. became the subadvisor of the Series on May 1, 2009 and was not responsible for the performance of the Series prior to that time. The Series returns in the chart and table do not reflect the deduction of any separate account or contract charges. The returns would have been less than those shown if such charges were deducted. During the 10-year period shown in the chart, the highest return for a quarter was 21.08% (quarter ended June 2003) and the lowest return for a quarter was -26.90% (quarter ended December 2008).
|
Average Annual Total Returns
(for the period ended 12/31/08) |
1 Year | 5 Years | 10 Years | |||
| Phoenix Mid-Cap Value Series | -35.45% | -0.37% | 5.02% | |||
| Russell 2500 ® Value Index 1 | -31.99% | -0.15% | 5.72% | |||
| S&P 500 ® Index 2 | -37.00% | -2.19% | -1.38% |
|
1 |
The Russell 2500 ® Value Index is a market capitalization-weighted index of value-oriented stocks of the smallest 2,500 companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. |
|
2 |
The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. |
The indicies are unmanaged and not available for direct investment;
Series Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Series. The table and the example do not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher. Investors should consult the contract prospectus for more information.
Annual Series Operating Expenses (expenses that are deducted from Series assets)
| Management Fees | 1.05% | |
| Distribution and/or Service (12b-1) Fees | None | |
| Other Expenses | 0.27% | |
| Total Annual Series Operating Expenses 1 | 1.32% | |
| Expense Reimbursements 2 | (0.02)% | |
| Net Annual Series Operating Expenses | 1.30% | |
|
1 |
The figures shown in the table are based on actual expenses paid during the last fiscal year. Expenses are likely to be higher for the current fiscal year given lower asset levels. |
|
2 |
The Trust has entered into an expense limitation agreement with the Series investment advisor whereby the investment advisor has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.25% of the Series average net assets. This expense limitation agreement is effective through at least April 30, 2010. |
| The Phoenix Mid-Cap Value Series | 5 |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same, but that the contractual expense reimbursement is in effect only during the first year. The example does not reflect contract fees and charges, and if it did, the costs shown would be higher.
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
| Phoenix Mid-Cap Value Series | $134 | $418 | $723 | $1,590 |
Management of the Series
The Advisor and Subadvisor
Phoenix Variable Advisors, Inc. (PVA) is the investment advisor to the Series. Westwood Management Corp. (Westwood) is the subadvisor to the Series. Westwood is responsible for the Series day-to-day portfolio management. You will find more information about PVA and Westwood in the Management of the Fund section of this prospectus. The SAI provides additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Series.
| 6 | The Phoenix Mid-Cap Value Series |
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears under Principal Investment Strategies above. The information below describes other investment strategies that the Series may use and their risks, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI.
One or more of the following risks may apply to the Series indirectly through its investments in other investment companies, including ETFs. The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Cash Investments
When the subadvisor believes that market conditions are unfavorable for profitable investing, or is otherwise unable to locate attractive investment opportunities, the Series cash or similar investments may increase. In other words, the Series may not always stay fully invested in stocks. When the Series investments in cash or similar investments increase, it may not participate in market advances or declines to the same extent that it would if the Series was more fully invested in stocks.
Convertible Securities
The Series may invest in convertible securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock of the issuer at a predetermined time(s), price(s) or price formula(s). A convertible security entitles the owner to receive interest paid or accrued on a debt security or dividends paid on preferred stock until the security matures or is converted to common stock. Convertible securities typically have several investment characteristics, such as: (i) yields higher than common stocks but lower than comparable nonconvertible securities; (ii) less fluctuation in value than the underlying common stock, that is, the common stock that the investor receives if he or she converts; and (iii) the potential for capital appreciation if the market price of the underlying common stock increases.
Convertible securities may be subject to redemption at the option of the issuer. If a security is called for redemption, the Series may have to redeem the security, convert it into common stock or sell it to a third party at a price and time that is not beneficial for the Series.
Equity Equivalent Investments
Equity equivalents include stock index futures contracts and publicly traded index securities. Stock index futures contracts are agreements whereby two parties agree to take or make delivery of an amount of cash based on the value of an index on a specified future date. Investment in index futures contracts allows an investor to participate in the performance of the index without the costs of buying the stocks comprising the index. Equity equivalents may be used for several purposes: (i) to simulate full investment in the underlying index while retaining a cash balance for fund management purposes; (ii) to facilitate trading; (iii) to reduce transaction costs; or (iv) to seek higher
investment returns where an equity equivalent is priced more attractively than securities in the index.
Foreign Investment Risk. The Series generally invests in securities of domestic companies, but may also invest in foreign (non-U.S.) securities and American Depositary Receipts (ADRs). The Series investments in foreign companies will normally represent less than 10% of the Series assets. Foreign investments could be more difficult to sell than U.S. investments. They also may subject a Series to risks different from investing in domestic securities. Investments in foreign securities involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders.
Some foreign securities are issued by companies organized outside the United States and are traded only or primarily in trading markets outside the United States. These foreign securities can be subject to most, if not all, of the risks of foreign investing. Some foreign securities are issued by companies organized outside the United States but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, ADRs and shares of some large foreign-based companies are traded on principal U.S. exchanges. Other securities are not traded in the United States but are denominated in U.S. dollars. These securities are not subject to all the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar-denominated securities traded in U.S. securities markets.
Foreign Currency Risk. The Series may invest in securities denominated in foreign currencies. Changes in foreign exchange rates will affect the value of those securities denominated or quoted in currencies other than the U.S. dollar. The forces of supply and demand in the foreign exchange markets determine exchange rates and these forces are in turn affected by a range of economic, political, financial, governmental and other factors. Exchange rate fluctuations can affect the Series net asset value (share price) and dividends either positively or negatively depending upon whether foreign currencies are appreciating or depreciating in value relative to the U.S. dollar. Exchange rates fluctuate over both the short and long terms. In addition, when certain foreign countries experience economic difficulties, there is an increased risk that the foreign government may impose restrictions on the free exchange of its currency.
Illiquid Securities
The Series may invest up to 15% of its assets in illiquid securities. An illiquid investment is a security or other position that cannot be disposed of quickly in the normal course of business. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as restricted securities). Securities owned by the Series that are not liquid may be difficult to sell because there may be no active markets
| The Phoenix Mid-Cap Value Series | 7 |
for resale and fewer potential buyers. This can make illiquid investments more likely than other types of investments to lose value. In extreme cases it may be impossible to resell them and they can become almost worthless to the Series.
Initial Public Offerings
The Series may invest in equity securities in Initial Public Offerings (IPOs), which typically have less available public information. Investment returns from IPOs may be highly volatile, may be subject to varying patterns of trading volume and these securities may, at times, be difficult to sell. In addition, from time to time, the Series may purchase IPOs and then immediately sell them. This practice will increase portfolio turnover rates and may increase costs, which may negatively affect Series performance.
Interest Rate Risk (for income-producing equity securities)
Income producing equity securities may react like fixed-income securities to changes in interest rates. Thus, when interest rates rise, the prices of income-producing equity securities may fall. Conversely, a decrease in interest rates may cause these securities to increase in value.
Over-the-Counter Risk
Over-the-counter (OTC) transactions involve risks in addition to those associated with transactions in securities traded on exchanges. OTC-listed companies may have limited product lines, markets or financial resources. Many OTC stocks trade less frequently and in smaller volume than exchange-listed stocks. The values of these stocks may be more volatile than exchange-listed stocks, and the Series may experience difficulty in buying and selling these stocks at prevailing market prices.
Volatility Risk
This is the risk that performance will be affected by unanticipated events (e.g., significant earnings shortfalls or gains, war, or political
PVA is the investment advisor to the Series.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, PVA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. PVA, with the approval of the Trusts Board of Trustees, has selected Westwood to serve as subadvisor and perform the day-to-day management of the Series. Westwood, subject to the supervision of PVA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
PVA serves as a manager of managers of the Series. In this capacity, PVA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or
more subadvisors needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisors investment programs and results as well as the performance of the subadvisors relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and PVA have received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which PVA is permitted, subject to supervision and approval of the Trusts Board of Trustees, to enter into and materially amend subadvisory agreements without such agreements being approved by the shareholders of the Series. The Trust and PVA therefore have the right to hire, terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PVA has the ultimate responsibility to oversee the subadvisors and recommend their hiring, termination, and replacement.
PVA began operations as an investment advisor in 1999. Serving as the investment advisor for the series of the Trust is PVAs sole business activity. As of December 31, 2008, PVA had $1.67 billion in assets under management. PVA is located at One American Row, Hartford, Connecticut 06102-5056.
Westwood is the subadvisor to the Series. Westwood is a New York corporation formed in 1983 and is located at 200 Crescent Court, Suite 1200, Dallas, Texas 75201. Westwood is a wholly owned subsidiary of Westwood Holdings Group, Inc., an institutional asset management company. As of December 31, 2008, Westwood had approximately $6.5 billion in assets under management.
Fees and Expenses Paid by the Series
For the fiscal year ended December 31, 2008, the Series paid PVA a fee for the investment advisory services it performed at an annual percentage rate of 1.05% of the average daily net assets of the Series.
From its investment advisory fee, PVA, not the Series, pays Westwood for the management services it provides to the Series. (Please see the SAI for more information on subadvisory fees.)
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.25% of the Series average net assets. This expense limitation agreement is effective through April 30, 2010.
The Series is managed by a portfolio management team. The subadvisor also manages institutional separate accounts and is the adviser/subadviser to other mutual funds. The investment
| 8 | The Phoenix Mid-Cap Value Series |
process is the same for similar accounts, including the Series, and is driven by proprietary team-oriented, in-depth, fundamental research. The investment research team is organized by industry coverage and supports all of the accounts managed in each of the subadvisors investment strategies. Each of the subadvisors investment strategies is managed by a portfolio management team. Weekly research meetings provide a forum where the subadvisors investment professionals discuss current investment ideas within their assigned industries. Generally, the entire portfolio management team, or a sub-set of the team, then debates the merits of recommendations, taking into account the prevailing market environment, the portfolios current composition, and the relative value of alternative investments. Investment decisions are made by majority agreement of the portfolio management team.
Although the Series is managed by a portfolio management team, the subadvisor has identified the following team members as those with the most significant responsibility for the Series assets. This list does not include all members of the investment team.
Ms. Susan M. Byrne has served as Chairman and Chief Investment Officer since founding Westwood in April 1983. Ms. Byrne has served on the portfolio team for the Series since Westwood became the subadvisor in May 2009. Ms. Byrne participates in the investment decision process during the portfolio team meetings in which the team decides the stock/weight selection for the model portfolio. She has authority to direct trading activity for the Series and is also responsible for representing the Series to investors. Ms. Byrne has more than 39 years of investment experience.
Ms. Kellie R. Stark, CFA, has served as Senior Vice President for Westwood since July 2004 and has been with Westwood since 1993. She has served on the portfolio team for the Series since Westwood became the subadvisor in May 2009. Ms. Stark participates in the investment decision process during the portfolio team meetings in which the team decides the stock/weight selection for the model portfolio. She has authority to direct trading activity for the Series and is also responsible for representing the Series to investors. Ms. Stark has more than 20 years of investment experience.
Mr. David S. Spika, CFA, has served as Vice President and Investment Strategist since joining Westwood in October 2003. Mr. Spika has served on the portfolio team for the Series since Westwood became the subadvisor in May 2009. Mr. Spika participates in the investment decision process during the portfolio team meetings in which the team decides the stock/weight selection for the target portfolio. He has authority to direct trading activity for the Series and is also responsible for representing the Series to investors. Mr. Spika has more than 23 years of investment experience.
Mr. Ragen R. Stienke, CFA, has served as Vice President and Research Analyst for Westwood since July 2006. Prior to this appointment, Mr. Stienke served as Assistant Vice President and Research Analyst from November 2004, when he joined the subadvisor, until July 2006. Prior to joining the subadvisor, he worked for UBS Investment Bank in the research department,
where he spent 3 years as a software strategist and 2 years as a U.S. equity strategist. Mr. Stienke has served on the portfolio team for the Series since Westwood became the subadvisor in May 2009. He participates in the investment decision process during the portfolio team meetings in which the team decides the stock/weight selection for the model portfolio. He has authority to direct trading activity for the Series and is also responsible for representing the Series to investors. Mr. Stienke has more than 13 years of investment experience.
Mr. Corey Henegar, CFA, has served as Vice President and Research Analyst for Westwood since July 2006. Prior to this appointment, he served the subadvisor as Assistant Vice President and Research Analyst from July 2004 until July 2006, as Research Analyst from July 2002 to July 2004 and as Assistant Research Analyst from June 2001 to July 2002. Mr. Henegar has served on the portfolio team for the Series since Westwood became the subadvisor in May 2009. He participates in the investment decision process during the portfolio team meetings in which the team decides the stock/weight selection for the model portfolio. He has authority to direct trading activity for the Series and is also responsible for representing the Series to investors. Mr. Henegar has more than 8 years of investment experience.
More About the Trust and the Series
The Trust was organized as a Massachusetts business trust on February 18, 1986. The Trusts business and affairs are managed by its Board of Trustees.
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of
| The Phoenix Mid-Cap Value Series | 9 |
the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the separate accounts as shareholders of a Massachusetts business trust such as the Trust may be liable for debts or claims against the Trust. The Declaration of Trust provides that shareholders shall not be subject to any personal liability for the acts or obligations of the Trust and that every written agreement, undertaking or obligation made or issued by the Trust shall contain a provision to that effect. The Declaration of Trust provides for indemnification out of the Trusts property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of the separate accounts, as shareholders, incurring loss because of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Insurance Companies are the sole shareholders of the Trust, and contract owners and policy owners are fully and completely insulated from the risk of personal liability.
The Trust intends for the Series to qualify as a regulated investment company (a RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of Federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any Federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the contracts, please see the contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
| v |
dilution of the interests of long-term investors, if market timers or others transfer into a fund at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
| v |
an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
| v |
increased brokerage and administrative expenses. |
Because the Series invests primarily in mid-cap securities, it may be more susceptible to arbitrage opportunities because of the less liquid nature of mid-cap securities.
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the Insurance Companies and not the contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by contract owners. Therefore, under the Trusts policies, the Trust delegates to each Insurance Company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the Insurance Company may deem necessary to discourage or reduce Disruptive Trading activities. An Insurance Company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each Insurance Company under which the Insurance Companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
| 10 | The Phoenix Mid-Cap Value Series |
Although the Trust will endeavor to ensure that each Insurance Company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the Insurance Companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Shares of the Series are not available to the public directly. Although shares of the Series are owned by the Separate Accounts, contract owners and policy owners do have indirect voting rights with respect to those shares, as described in the prospectus under Shares of Beneficial Interest. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an Insurance Company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate Insurance Company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined with no sales load.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the contracts or policies are described in the contract prospectuses, as are other charges.
Determination of Net Asset Value
The net asset value per share of the Series is determined as of the close of regular trading of the NYSE on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series net asset value may be significantly affected on days when an investor has no access to the Series. The net asset value per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. All other
securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the net asset value of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to materially change the net asset value, then the instrument would be valued using fair value considerations by the Board or its delegates.
Shares of other investment companies are valued at their respective net asset values. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series net asset value.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series- specific are allocated among the series in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Net Asset Value: The liabilities are deducted from the assets of the Series. The resulting amount for the Series is then divided by the number of shares outstanding of that Series to produce the net asset value per share.
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the advisor/subadvisor, reflect the securitys market value; (vii) foreign securities subject to trading collars for which none or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
| The Phoenix Mid-Cap Value Series | 11 |
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the companys financial statements; (v) recent news about the security or issuer; (vi) changes in interest rates; (vii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (viii) whether two or more dealers with whom the advisor regularly effects trades are willing to purchase or sell the security at comparable prices; (ix) other news events or relevant matters; and (x) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices
of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is also available in the SAI.
Legal Proceedings about the Series and PVA and/or its Affiliates
The Trust is not involved in any litigation or arbitration. PVA and/or its insurance affiliates (Phoenix) are regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming Phoenix as a defendant ordinarily involves our activities as an insurer, investor, or taxpayer. Phoenix believes that the outcomes of any pending litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on Phoenix's consolidated financial condition. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on Phoenix's results of operations or cash flows in particular quarterly or annual periods.
| 12 | The Phoenix Mid-Cap Value Series |
Financial Highlights
The financial highlights table provided below is intended
to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost)
on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This
information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and
Phoenix Mid-Cap Value Series
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Year Ended December 31, |
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|
2008 |
2007 |
2006 |
2005 |
2004 |
||||||||||||||||
|
Net asset value, beginning of period |
$ | 12.68 | $ | 14.12 | $ | 14.01 | $ | 14.02 | $ | 12.54 | ||||||||||
|
Income from investment operations |
||||||||||||||||||||
|
Net investment income (loss) |
0.05 | 1 | 0.02 | 1 | 0.07 | 1 | 0.01 | 1 | 0.02 | |||||||||||
|
Net realized and unrealized gain (loss) |
(4.50 | ) | 0.31 | 1.98 | 1.08 | 2.51 | ||||||||||||||
|
Total from investment operations |
(4.45 | ) | 0.33 | 2.05 | 1.09 | 2.53 | ||||||||||||||
|
Less distributions |
||||||||||||||||||||
|
Dividends from net investment income |
(0.02 | ) | (0.02 | ) | (0.06 | ) | (0.02 | ) | (0.02 | ) | ||||||||||
|
Dividends from net realized gains |
(0.66 | ) | (1.75 | ) | (1.88 | ) | (1.08 | ) | (1.03 | ) | ||||||||||
|
Total distributions |
(0.68 | ) | (1.77 | ) | (1.94 | ) | (1.10 | ) | (1.05 | ) | ||||||||||
|
Change in net asset value |
(5.13 | ) | (1.44 | ) | 0.11 | (0.01 | ) | 1.48 | ||||||||||||
|
Net asset value, end of period |
$ 7.55 | $ | 12.68 | $ | 14.12 | $ | 14.01 | $ | 14.02 | |||||||||||
|
Total return |
(35.45 | )% | 2.00 | % | 14.91 | % | 7.73 | % | 20.41 | % | ||||||||||
|
Ratios/supplemental data: |
||||||||||||||||||||
|
Net assets, end of period (thousands) |
$92,146 | $138,254 | $131,717 | $121,855 | $116,014 | |||||||||||||||
|
Ratio to average net assets of: |
||||||||||||||||||||
|
Net operating expenses |
1.30 | % | 1.29 | % | 1.30 | % | 1.30 | % | 1.30 | % | ||||||||||
|
Gross operating expenses |
1.32 | % | 1.29 | % | 1.32 | % | 1.33 | % | 1.34 | % | ||||||||||
|
Net investment income |
0.46 | % | 0.11 | % | 0.46 | % | 0.07 | % | 0.25 | % | ||||||||||
|
Portfolio turnover |
49 | % | 33 | % | 52 | % | 37 | % | 36 | % | ||||||||||
|
1 |
Computed using average shares outstanding. |
| The Phoenix Mid-Cap Value Series | 13 |
The SAI dated May 1, 2009 for the Trust, which includes additional information about the Series, is incorporated by reference into this prospectus. Additional information about the Series investments is available in the Series annual and semi-annual reports to shareholders. The annual report discusses market conditions and investment strategies that significantly affected the Series performance during its last fiscal year. To obtain the SAI, the annual report, semi-annual report and other information without charge and to make shareholder inquires, call the Trust at (800) 541-1071 or visit the Trusts Internet site at http://www.phoenixwm.phl.com/public/products/regulatory/index.jsp.
Information about the Series (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C. Reports and other information about the Series are available on the EDGAR Database on the Commissions Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-0102 or by electronic request at the following E-mail address: publicinfo@sec.gov. You can call 202-942-8090 for information on the Public Reference Rooms operations and copying charges.
Investment Company Act File No.: 811-04642
| 14 | The Phoenix Mid-Cap Value Series |
THE PHOENIX SMALL-CAP VALUE SERIES
| PROSPECTUS | May 1, 2009 |
The Phoenix Small-Cap Value Series (the Series) is a series of an open-end management investment company with an investment objective of long-term capital appreciation.
Shares of the Series are not directly offered to the public and are currently offered through certain separate accounts (separate accounts) to fund variable accumulation annuity contracts and variable universal life insurance policies (collectively, contracts, and individually, contract) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (collectively, the insurance companies). You invest in the Series only by buying a contract and directing the allocation of your payment(s) to the investment option (sometimes known as a subaccount) corresponding to the Series. The investment option, in turn, invests in shares of the Series.
Shares of the Series are offered only where they may lawfully be offered. You should rely only on the information contained in this document or in one that this document refers you to. The Series has not authorized anyone to provide you with information that is different.
An investment in the Series is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
This prospectus describes the Series and provides important information you should know before investing in the Series. You should read this prospectus carefully and keep it for future reference.
The Series is a separate investment portfolio or series of the Phoenix Edge Series Fund (the Trust), which currently consists of eighteen such portfolios. The portfolios of the Trust other than the Series are not discussed in this prospectus.
These securities have not been approved or disapproved by the Securities and Exchange Commission (SEC), nor has the SEC determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
| If you have any questions, please contact: |
|
Phoenix Life Insurance Company | ||
| PO Box 8027 | ||||
| Boston, MA 02266-8027 | ||||
|
|
Tel. 800/541-0171 | |||
| The Phoenix Small-Cap Value Series | 1 |
| Heading | Page | |
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| Phoenix Small-Cap Value Series | 3 | |
| Other Investment Strategies and Risks | 7 | |
| Management of the Series | 8 | |
| 8 | ||
| 8 | ||
| 8 | ||
| 8 | ||
| More About the Trust and the Series | 9 | |
| 9 | ||
| Heading | Page | |
| 9 | ||
| 10 | ||
| 10 | ||
| Investing in the Series | 11 | |
| 11 | ||
| 11 | ||
| 11 | ||
| Litigation Matters | 12 | |
| Financial Highlights | 13 | |
| 2 | The Phoenix Small-Cap Value Series |
Phoenix Small-Cap Value Series
Investment Objective
Long-term capital appreciation.
Principal Investment Strategies
| v |
The Series will, under normal circumstances, invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of companies with small market capitalizations. For purposes of the Series, small market capitalization companies are those with market capitalizations between $100 million and $2 billion at the time of initial purchase. The Series policy of investing 80% of its assets in small-cap equity securities is not fundamental and, therefore, may be changed without shareholder approval, but only upon 60 days written notice to shareholders. |
| v |
The Series primarily invests directly in common stocks of small-cap companies, but may also invest in shares of exchange-traded funds (ETFs), real estate investment trusts (REITs), royalty trusts, and master limited partnerships (MLPs). |
| v |
The Series invests in approximately 50-70 securities that are well diversified among market sectors. In selecting investments for the Series, the subadvisor utilizes a value style of investing and selects common stocks that it believes are currently undervalued in the market. Key metrics for evaluating the risk/return profile of an investment may include an improving return on equity, a declining debt/equity ratio and, in the case of common equities, positive earnings surprises without a corresponding increase in Wall Street estimates. |
Principal Risks
The Series investments are subject generally to market risk and the risk of selecting underperforming securities and asset classes, which may adversely affect the Series and lead to loss of principal.
Other principal risks of investing in the Series, which could adversely affect its net asset value, yield and total return, are:
| v |
Equity Securities Risk |
| v |
Market Risk |
| v |
MLP Risk |
| v |
Other Investment Company Risk |
| v |
REIT Investment Risk |
| v |
Royalty Trust Risk |
| v |
Securities Selection Risk |
| v |
Smaller Market Capitalization Risk |
| v |
Value Investing Risk |
The following is a description of each of these principal risks. A description of other risks that may affect the Series is included below under Other Investment Strategies and Risks.
Equity Securities Risk. In general, prices of equity securities are more volatile than those of fixed-income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example).
Market Risk. The value of your shares is based on the market value of the Series investments. However, the value of the Series investments that support your share value can decrease as well as increase. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. If your financial circumstances are likely to require you to sell your shares at any particular time, rather than holding them indefinitely, you run the risk that your sale of shares will occur when share values have declined.
The value of the Series investments can decrease for a number of reasons. For example, changing economic conditions may cause a decline in the value of many or most investments. Particular industries can face poor market conditions for their products or services so that companies engaged in those businesses do not perform as well as companies in other industries. Interest rate changes may improve prospects for certain types of businesses and they may worsen prospects for others. Share values also can decline if the specific companies selected for investment fail to perform as expected, regardless of general economic trends, industry trends, interest rates and other economic factors. When companies owned by the Series encounter negative conditions they may be unable to continue to pay dividends or interest at expected levels.
MLP Risk. MLPs are limited partnerships in which the ownership units are publicly traded. MLP units are registered with the SEC and are freely traded on a securities exchange or in the over-the-counter market. MLPs often own several properties or businesses (or own interests) that are related to oil and gas industries, but they also may finance research and development and other projects. To the extent that an MLPs interests are all in a particular industry, the MLP will be negatively impacted by economic events adversely impacting that industry. The risks of investing in a MLP are generally those involved in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded to investors in a MLP than investors in a corporation. In addition, MLPs may be subject to state taxation in certain jurisdictions which will have the effect of reducing the amount of income paid by the MLP to its investors.
| The Phoenix Small-Cap Value Series | 3 |
Other Investment Company Risk. The Series may invest in securities of other investment companies, including exchange traded funds (ETFs). An ETF is an investment company, the shares of which are continuously offered at net asset value only in large aggregations, but are traded on an exchange in smaller amounts. Because the value of ETF shares depends on the demand in the market, shares may trade at a discount or premium and the subadvisor may not be able to liquidate the Series holdings at the most optimal time, which could adversely affect the Series performance.
The Series may acquire ETFs or similar securities in order to achieve market or industry exposure pending direct investments in equity securities.
The shares of an ETF may trade at a premium or discount to their net asset value. In other words, the market value of an ETF may differ from the shares net asset value. The net asset value of ETF shares fluctuates with changes in the market value of the funds holdings, while the trading price of shares of an ETF fluctuates with changes in market supply and demand as well as changes in net asset value.
Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management fees and operating expenses.
REIT Investment Risk. REITs are pooled investment vehicles that invest primarily in income-producing real estate or real estate related loans. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs also can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.
Investing in REITs involves the risks generally associated with the real estate industry. Risks associated with the real estate industry in general include: (i) possible declines in the value of real estate; (ii) risks related to general and local economic conditions; (iii) possible lack of availability of mortgage funds; (iv) overbuilding; (v) extended vacancies of properties; (vi) increases in competition, property taxes and operating expenses; (vii) changes in zoning laws; (viii) costs of clean-up of and liability for environmental problems; (ix) casualty or condemnation losses; (x) uninsured damages from flood, earthquakes or other natural disasters; (xi) limitations on and variations in rents; (xii) dependency on property management skill; (xiii) the appeal of properties to tenants; and (xiv) changes in interest rates.
Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent on the quality of management skills, are
generally not diversified, and are subject to the risks of financing projects.
If the Series invests in new or unseasoned REIT issuers, it may be difficult or impossible for the Series to ascertain the REITs management capabilities and growth prospects, or the value of its underlying assets. REITs whose underlying assets include long-term health care projects, such as nursing, retirement and assisted living homes may be affected by federal regulations concerning the health care industry.
REITs (especially mortgage REITs) are subject to interest rate risks. When interest rates decline, the value of a REITs investment in fixed rate obligations usually rises. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. On the other hand, since interest rates on adjustable rate mortgage loans are reset periodically, yields on a REITs investment in such loans will gradually align themselves to current market interest rates. The value of such investments fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
In addition, investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be more subject to abrupt or erratic price movements than larger capitalization stocks included in the S&P 500 Index.
Royalty Trust Risk. The Series may invest in royalty trusts which are structured similarly to REITs. A royalty trust generally acquires an interest in natural resource companies or chemical companies and distributes the income it receives to the investors of the royalty trust. A sustained decline in demand for crude oil, natural gas and refined petroleum products could adversely affect income and royalty trust revenues and cash flows. Factors that could lead to a decrease in market demand include a recession or other adverse economic conditions, an increase in the market price of the underlying commodity, higher taxes or other regulatory actions that increase costs, or a shift in consumer demand for such products. A rising interest rate environment could adversely impact the performance of royalty trusts. Rising interest rates could limit the capital appreciation of royalty trusts because of the increased availability of alternative investments at more competitive yields. Similar to REITs, the Series investment in royalty trusts may result in the layering of expenses such that shareholders will indirectly bear a proportionate share of the royalty trusts operating expenses, in addition to paying Series expenses.
Securities Selection Risk. There is the possibility that the specific securities held by the Series will underperform the securities held by other funds in the same asset class or the benchmark that is representative of the general performance of the asset class because of the subadvisors choice of portfolio securities.
Smaller Market Capitalization Risk. The Series invests in companies with small and medium capitalizations, which make the Series more volatile than funds that invest exclusively in companies with larger capitalizations. The smaller companies
| 4 | The Phoenix Small-Cap Value Series |
may be affected to a greater extent than larger companies by changes in general economic conditions and conditions in particular industries. Smaller companies also may be relatively new and not have the same operating history and track record as larger companies. This could make future performance of smaller companies more difficult to predict. Companies with small capitalization are often companies in industries that have recently emerged due to cultural, economic, regulatory or technological developments. Such developments can have a significant positive or negative effect on small capitalization companies and their stock performance. Given the limited operating history and rapidly changing fundamental prospects, investment returns from smaller capitalization companies can be highly volatile. Smaller companies may find their ability to raise capital impaired by their size or lack of operating history. Product lines are often less diversified and subject to competitive threats. Smaller capitalization stocks are subject to varying patterns of trading volume and may, at times, be difficult to sell.
Value Investing Risk. The Series invests in value stocks. Value stocks are those which are believed to be undervalued in comparison to their peers due to adverse business developments or other factors. The value approach to investing involves the risk that the value of the security will not be recognized for an unexpectedly long period of time, and the risk that the security judged to be undervalued may actually be appropriately priced or even overvalued due to fundamental problems not yet apparent. Value oriented stocks will typically underperform when growth investing is in favor.
Temporary Defensive Strategy
In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the Series may temporarily hold all or a portion of its assets in cash (U.S. dollars, foreign currencies or multi-national currency units), money market instruments, shares of affiliated money market funds, or high-quality debt instruments. As a result, the Series may not achieve its investment objectives.
Calendar Year Annual Total Return
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series performance from year to year over the life of the Series. The table shows how the Series average annual returns compare to those of a broad-based securities market index and a more narrowly based benchmark that reflects the market sectors in which the Series invests. The Series past performance is not necessarily an indication of how the Series will perform in the future. Westwood Management Corp. became the subadvisor of the Series on May 1, 2009 and was not responsible for the performance of the Series prior to that time. The Series returns in the chart and table do not reflect the deduction of any separate account or contract charges. The returns would have been less than those shown if such charges were deducted. During the period shown in the chart, the highest return for a quarter was 21.15% (quarter ended June 2003) and the lowest return for a quarter was -29.64% (quarter ended September 2008).
|
Average Annual Total Returns
(for the period ended 12/31/08) |
1 Year | 5 Years |
Life of
Series 1 |
|||
| Phoenix Small-Cap Value Series | -37.91% | -1.32% | 5.26% | |||
| Russell 2000 ® Value Index 2 | -28.92% | 0.27% | 6.25% | |||
| S&P 500 ® Index 3 | -37.00% | -2.19% | -3.04% |
|
1 |
Since November 20, 2000. |
|
2 |
The Russell 2000 ® Value Index is a market capitalization-weighted index of value-oriented stocks of the smallest 2,000 companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. |
|
3 |
The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. |
The indicies are unmanaged and not available for direct investment;
Series Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Series. The table and the example do not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher. Investors should consult the contract prospectus for more information.
Annual Series Operating Expenses
(expenses that are deducted from Series assets)
| Management Fees | 1.05% | |
| Distribution and/or Service (12b-1) Fees | None | |
| Other Expenses | 0.33% | |
| Total Annual Series Operating Expenses 1 | 1.38% | |
| Expense Reimbursements 2 | (0.08)% | |
| Net Annual Series Operating Expenses | 1.30% | |
|
1 |
The figures shown in the table are based on actual expenses paid during the last fiscal year. Expenses are likely to be higher for the current fiscal year given lower asset levels. |
|
2 |
The Trust has entered into an expense limitation agreement with the Series investment advisor whereby the investment advisor has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.25% of the Series average net assets. This expense limitation agreement is effective through at least April 30, 2010. |
| The Phoenix Small-Cap Value Series | 5 |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same, but that the contractual expense reimbursement is in effect only during the first year. The example does not reflect contract fees and charges, and if it did, the costs shown would be higher.
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
| Phoenix Small-Cap Value Series | $140 | $437 | $755 | $1,657 |
Management of the Series
The Advisor and Subadvisor
Phoenix Variable Advisors, Inc. (PVA) is the investment advisor to the Series. Westwood Management Corp. (Westwood) is the subadvisor to the Series. Westwood is responsible for the Series day-to-day portfolio management. You will find more information about PVA and Westwood in the Management of the Fund section of this prospectus. The SAI provides additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Series.
| 6 | The Phoenix Small-Cap Value Series |
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears under Principal Investment Strategies above. The information below describes other investment strategies that the Series may use and their risks, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI.
One or more of the following risks may apply to the Series indirectly through its investments in other investment companies, including ETFs. The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Cash Investments
When the subadvisor believes that market conditions are unfavorable for profitable investing, or is otherwise unable to locate attractive investment opportunities, the Series cash or similar investments may increase. In other words, the Series may not always stay fully invested in stocks. When the Series investments in cash or similar investments increase, it may not participate in market advances or declines to the same extent that it would if the Series was more fully invested in stocks.
Convertible Securities
The Series may invest in convertible securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock of the issuer at a predetermined time(s), price(s) or price formula(s). A convertible security entitles the owner to receive interest paid or accrued on a debt security or dividends paid on preferred stock until the security matures or is converted to common stock. Convertible securities typically have several investment characteristics, such as: (i) yields higher than common stocks but lower than comparable nonconvertible securities; (ii) less fluctuation in value than the underlying common stock, that is, the common stock that the investor receives if he or she converts; and (iii) the potential for capital appreciation if the market price of the underlying common stock increases.
Convertible securities may be subject to redemption at the option of the issuer. If a security is called for redemption, the Series may have to redeem the security, convert it into common stock or sell it to a third party at a price and time that is not beneficial for the Series.
Equity Equivalent Investments
Equity equivalents include stock index futures contracts and publicly traded index securities. Stock index futures contracts are agreements whereby two parties agree to take or make delivery of an amount of cash based on the value of an index on a specified future date. Investment in index futures contracts allows an investor to participate in the performance of the index without the costs of buying the stocks comprising the index. Equity equivalents may be used for several purposes: (i) to simulate full investment in the underlying index while retaining a cash balance for fund management purposes; (ii) to facilitate trading; (iii) to reduce transaction costs; or (iv) to seek higher
investment returns where an equity equivalent is priced more attractively than securities in the index.
Foreign Investment Risk. The Series generally invests in securities of domestic companies, but may also invest in foreign (non-U.S.) securities and American Depositary Receipts (ADRs). The Series investments in foreign companies will normally represent less than 10% of the Series assets. Foreign investments could be more difficult to sell than U.S. investments. They also may subject a Series to risks different from investing in domestic securities. Investments in foreign securities involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders.
Some foreign securities are issued by companies organized outside the United States and are traded only or primarily in trading markets outside the United States. These foreign securities can be subject to most, if not all, of the risks of foreign investing. Some foreign securities are issued by companies organized outside the United States but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, ADRs and shares of some large foreign-based companies are traded on principal U.S. exchanges. Other securities are not traded in the United States but are denominated in U.S. dollars. These securities are not subject to all the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar-denominated securities traded in U.S. securities markets.
Foreign Currency Risk. The Series may invest in securities denominated in foreign currencies. Changes in foreign exchange rates will affect the value of those securities denominated or quoted in currencies other than the U.S. dollar. The forces of supply and demand in the foreign exchange markets determine exchange rates and these forces are in turn affected by a range of economic, political, financial, governmental and other factors. Exchange rate fluctuations can affect the Series net asset value (share price) and dividends either positively or negatively depending upon whether foreign currencies are appreciating or depreciating in value relative to the U.S. dollar. Exchange rates fluctuate over both the short and long terms. In addition, when certain foreign countries experience economic difficulties, there is an increased risk that the foreign government may impose restrictions on the free exchange of its currency.
Illiquid Securities
The Series may invest up to 15% of its assets in illiquid securities. An illiquid investment is a security or other position that cannot be disposed of quickly in the normal course of business. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as restricted securities). Securities owned by the Series that are not liquid may be difficult to sell because there may be no active markets
| The Phoenix Small-Cap Value Series | 7 |
for resale and fewer potential buyers. This can make illiquid investments more likely than other types of investments to lose value. In extreme cases it may be impossible to resell them and they can become almost worthless to the Series.
Initial Public Offerings
The Series may invest in equity securities in Initial Public Offerings (IPOs), which typically have less available public information. Investment returns from IPOs may be highly volatile, may be subject to varying patterns of trading volume and these securities may, at times, be difficult to sell. In addition, from time to time, the Series may purchase IPOs and then immediately sell them. This practice will increase portfolio turnover rates and may increase costs, which may negatively affect Series performance.
Interest Rate Risk (for income-producing equity securities)
Income producing equity securities may react like fixed-income securities to changes in interest rates. Thus, when interest rates rise, the prices of income-producing equity securities may fall. Conversely, a decrease in interest rates may cause these securities to increase in value.
Over-the-Counter Risk
Over-the-counter (OTC) transactions involve risks in addition to those associated with transactions in securities traded on exchanges. OTC-listed companies may have limited product lines, markets or financial resources. Many OTC stocks trade less frequently and in smaller volume than exchange-listed stocks. The values of these stocks may be more volatile than exchange-listed stocks, and the Series may experience difficulty in buying and selling these stocks at prevailing market prices.
Volatility Risk
This is the risk that performance will be affected by unanticipated events (e.g., significant earnings shortfalls or gains, war, or political
PVA is the investment advisor to the Series.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, PVA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. PVA, with the approval of the Trusts Board of Trustees, has selected Westwood to serve as subadvisor and perform the day-to-day management of the Series. Westwood, subject to the supervision of PVA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
PVA serves as a manager of managers of the Series. In this capacity, PVA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or
more subadvisors needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisors investment programs and results as well as the performance of the subadvisors relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and PVA have received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which PVA is permitted, subject to supervision and approval of the Trusts Board of Trustees, to enter into and materially amend subadvisory agreements without such agreements being approved by the shareholders of the Series. The Trust and PVA therefore have the right to hire, terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PVA has the ultimate responsibility to oversee the subadvisors and recommend their hiring, termination, and replacement.
PVA began operations as an investment advisor in 1999. Serving as the investment advisor for the series of the Trust is PVAs sole business activity. As of December 31, 2008, PVA had $1.67 billion in assets under management. PVA is located at One American Row, Hartford, Connecticut 06102-5056.
Westwood is the subadvisor to the Series. Westwood is a New York corporation formed in 1983 and is located at 200 Crescent Court, Suite 1200, Dallas, Texas 75201. Westwood is a wholly owned subsidiary of Westwood Holdings Group, Inc., an institutional asset management company. As of December 31, 2008, Westwood had approximately $6.5 billion in assets under management.
Fees and Expenses Paid by the Series
For the fiscal year ended December 31, 2008, the Series paid PVA a fee for the investment advisory services it performed at an annual percentage rate of 1.05% of the average daily net assets of the Series.
From its investment advisory fee, PVA, not the Series, pays Westwood for the management services it provides to the Series. (Please see the SAI for more information on subadvisory fees.)
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.25% of the Series average net assets. This expense limitation agreement is effective through April 30, 2010.
The Series is managed by a portfolio management team. The subadvisor also manages institutional separate accounts and is the adviser/subadviser to other mutual funds. The investment
| 8 | The Phoenix Small-Cap Value Series |
process is the same for similar accounts, including the Series, and is driven by proprietary team-oriented, in-depth, fundamental research. The investment research team is organized by industry coverage and supports all of the accounts managed in each of the subadvisors investment strategies. Each of the subadvisors investment strategies is managed by a portfolio management team. Weekly research meetings provide a forum where the subadvisors investment professionals discuss current investment ideas within their assigned industries. Generally, the entire portfolio management team, or a sub-set of the team, then debates the merits of recommendations, taking into account the prevailing market environment, the portfolios current composition, and the relative value of alternative investments. Investment decisions are made by majority agreement of the portfolio management team.
Although the Series is managed by a portfolio management team, the subadvisor has identified the following team members as those with the most significant responsibility for the Series assets. This list does not include all members of the investment team.
Mr. Christopher J. MacDonald, CFA, has served as Vice President and Senior Research Analyst for Westwood since July 2007. Prior to that, Mr. MacDonald served as Vice President and Research Analyst of the subadvisor from 1997 until July 2007. He joined the subadvisor in 1994 and has served on the portfolio team for the Series since Westwood became the subadvisor in May 2009. Mr. MacDonald participates in the investment decision process during the portfolio team meetings in which the team determines the stock/weight selection for the model portfolio. He has authority to direct trading activity for the Series and is also responsible for representing the Series to investors. Mr. MacDonald has more than 20 years of investment experience.
Mr. Scott D. Lawson, CFA, has served as Vice President and Senior Research Analyst since joining Westwood in October 2003. Mr. Lawson has served on the portfolio team for the Series since Westwood became the subadvisor in May 2009. Mr. Lawson participates in the investment decision process during the portfolio team meetings in which the team decides the stock/weight selection for the target portfolio. He has authority to direct trading activity for the Series and is also responsible for representing the Series to investors. Mr. Lawson has more than 20 years of investment experience.
Ms. Lisa Dong, CFA, has served as Vice President and Research Analyst for Westwood since June 2005. Prior to this appointment, she served as Assistant Vice President and Research Analyst from October 2001 to July 2005, and has been with Westwood since December 2000. Ms. Dong has served on the portfolio team for the Series since Westwood became the subadvisor in May 2009. Ms. Dong participates in the investment decision process during the portfolio team meetings in which the team decides the stock/weight selection for the model portfolio. She has authority to direct trading activity for the Series and is also responsible for representing the Series to investors. Ms. Dong has more than 12 years of investment experience.
Ms. Kellie R. Stark, CFA, has served as Senior Vice President for Westwood since July 2004 and has been with Westwood since 1993. She has served on the portfolio team for the Series since Westwood became the subadvisor in May 2009. Ms. Stark participates in the investment decision process during the portfolio team meetings in which the team decides the stock/weight selection for the model portfolio. She has authority to direct trading activity for the Series and is also responsible for representing the Series to investors. Ms. Stark has more than 20 years of investment experience.
Mr. Corey Henegar, CFA, has served as Vice President and Research Analyst for Westwood since July 2006. Prior to this appointment, he served the subadvisor as Assistant Vice President and Research Analyst from July 2004 until July 2006, as Research Analyst from July 2002 to July 2004 and as Assistant Research Analyst from June 2001 to July 2002. Mr. Henegar has served on the portfolio team for the Series since Westwood became the subadvisor in May 2009. He participates in the investment decision process during the portfolio team meetings in which the team decides the stock/weight selection for the model portfolio. He has authority to direct trading activity for the Series and is also responsible for representing the Series to investors. Mr. Henegar has more than 8 years of investment experience.
More About the Trust and the Series
The Trust was organized as a Massachusetts business trust on February 18, 1986. The Trusts business and affairs are managed by its Board of Trustees.
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are
| The Phoenix Small-Cap Value Series | 9 |
allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the separate accounts as shareholders of a Massachusetts business trust such as the Trust may be liable for debts or claims against the Trust. The Declaration of Trust provides that shareholders shall not be subject to any personal liability for the acts or obligations of the Trust and that every written agreement, undertaking or obligation made or issued by the Trust shall contain a provision to that effect. The Declaration of Trust provides for indemnification out of the Trusts property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of the separate accounts, as shareholders, incurring loss because of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Insurance Companies are the sole shareholders of the Trust, and contract owners and policy owners are fully and completely insulated from the risk of personal liability.
The Trust intends for the Series to qualify as a regulated investment company (a RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of Federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any Federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the contracts, please see the contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
| v |
dilution of the interests of long-term investors, if market timers or others transfer into a fund at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
| v |
an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
| v |
increased brokerage and administrative expenses. |
Because the Series invests primarily in small-cap securities, it may be more susceptible to arbitrage opportunities because of the less liquid nature of small-cap securities.
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the Insurance Companies and not the contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by contract owners. Therefore, under the Trusts policies, the Trust delegates to each Insurance Company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the Insurance Company may deem necessary to discourage or reduce Disruptive Trading activities. An Insurance Company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each Insurance Company under which the Insurance Companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
| 10 | The Phoenix Small-Cap Value Series |
Although the Trust will endeavor to ensure that each Insurance Company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the Insurance Companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Shares of the Series are not available to the public directly. Although shares of the Series are owned by the Separate Accounts, contract owners and policy owners do have indirect voting rights with respect to those shares, as described in the prospectus under Shares of Beneficial Interest. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an Insurance Company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate Insurance Company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined with no sales load.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the contracts or policies are described in the contract prospectuses, as are other charges.
Determination of Net Asset Value
The net asset value per share of the Series is determined as of the close of regular trading of the NYSE on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series net asset value may be significantly affected on days when an investor has no access to the Series. The net asset value per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. All other
securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the net asset value of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to materially change the net asset value, then the instrument would be valued using fair value considerations by the Board or its delegates.
Shares of other investment companies are valued at their respective net asset values. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series net asset value.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Net Asset Value: The liabilities are deducted from the assets of the Series. The resulting amount for the Series is then divided by the number of shares outstanding of that Series to produce the net asset value per share.
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the advisor/subadvisor, reflect the securitys market value; (vii) foreign securities subject to trading collars for which none or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
| The Phoenix Small-Cap Value Series | 11 |
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the companys financial statements; (v) recent news about the security or issuer; (vi) changes in interest rates; (vii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (viii) whether two or more dealers with whom the advisor regularly effects trades are willing to purchase or sell the security at comparable prices; (ix) other news events or relevant matters; and (x) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices
of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is also available in the SAI.
Legal Proceedings about the Series and PVA and/or its Affiliates
The Trust is not involved in any litigation or arbitration. PVA and/or its insurance affiliates (Phoenix) are regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming Phoenix as a defendant ordinarily involves our activities as an insurer, investor, or taxpayer. Phoenix believes that the outcomes of any pending litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on Phoenixs consolidated financial condition. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on Phoenixs results of operations or cash flows in particular quarterly or annual periods.
| 12 | The Phoenix Small-Cap Value Series |
The financial highlights table provided below is intended
to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost)
on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This
information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and
Phoenix Small-Cap Value Series
|
Year Ended December 31, |
||||||||||||||||||||
|
2008 |
2007 |
2006 |
2005 |
2004 |
||||||||||||||||
|
Net asset value, beginning of period |
$ | 14.46 | $ | 17.03 | $ | 17.02 | $ | 16.74 | $ | 14.84 | ||||||||||
|
Income from investment operations |
||||||||||||||||||||
|
Net investment income (loss) 1 |
0.04 | 0.00 | 2 | 0.04 | (0.03 | ) | (0.03 | ) | ||||||||||||
|
Net realized and unrealized gain (loss) |
(5.42 | ) | (0.30 | ) | 2.77 | 1.28 | 3.39 | |||||||||||||
|
Total from investment operations |
(5.38 | ) | (0.30 | ) | 2.81 | 1.25 | 3.36 | |||||||||||||
|
Less distributions |
||||||||||||||||||||
|
Dividends from net investment income |
(0.01 | ) | (0.00 | ) | (0.04 | ) | (0.00 | ) | (0.00 | ) | ||||||||||
|
Dividends from net realized gains |
(0.30 | ) | (2.27 | ) | (2.76 | ) | (0.97 | ) | (1.46 | ) | ||||||||||
|
Total distributions |
(0.31 | ) | (2.27 | ) | (2.80 | ) | (0.97 | ) | (1.46 | ) | ||||||||||
|
Change in net asset value |
(5.69 | ) | (2.57 | ) | 0.01 | 0.28 | 1.90 | |||||||||||||
|
Net asset value, end of period |
$ 8.77 | $ | 14.46 | $ | 17.03 | $ | 17.02 | $ | 16.74 | |||||||||||
|
Total return |
(37.91 | )% | (2.10 | )% | 16.75 | % | 7.46 | % | 22.67 | % | ||||||||||
|
Ratios/supplemental data: |
||||||||||||||||||||
|
Net assets, end of period (thousands) |
$38,012 | $73,242 | $82,771 | $72,422 | $67,785 | |||||||||||||||
|
Ratio to average net assets of: |
||||||||||||||||||||
|
Net operating expenses |
1.30 | % | 1.30 | % | 1.30 | % | 1.30 | % | 1.30 | % | ||||||||||
|
Gross operating expenses |
1.38 | % | 1.31 | % | 1.35 | % | 1.40 | % | 1.43 | % | ||||||||||
|
Net investment income |
0.33 | % | (0.03 | )% | 0.21 | % | (0.19 | )% | (0.22 | )% | ||||||||||
|
Portfolio turnover |
50 | % | 32 | % | 55 | % | 32 | % | 44 | % | ||||||||||
|
1 |
Computed using average shares outstanding. |
|
2 |
Amount is less than $0.005. |
| The Phoenix Small-Cap Value Series | 13 |
The SAI dated May 1, 2009 for the Trust, which includes additional information about the Series, is incorporated by reference into this prospectus. Additional information about the Series investments is available in the Series annual and semi-annual reports to shareholders. The annual report discusses market conditions and investment strategies that significantly affected the Series performance during its last fiscal year. To obtain the SAI, the annual report, semi-annual report and other information without charge and to make shareholder inquires, call the Trust at (800) 541-1071 or visit the Trusts Internet site at http://www.phoenixwm.phl.com/public/products/regulatory/index.jsp.
Information about the Series (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C. Reports and other information about the Series are available on the EDGAR Database on the Commissions Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-0102 or by electronic request at the following E-mail address: publicinfo@sec.gov. You can call 202-942-8090 for information on the Public Reference Rooms operations and copying charges.
Investment Company Act File No.: 811-04642
| 14 | The Phoenix Small-Cap Value Series |
THE PHOENIX SMALL-CAP GROWTH SERIES
| PROSPECTUS | May 1, 2009 |
The Phoenix Small-Cap Growth Series (the Series) is a series of an open-end management investment company with an investment objective of long term capital growth.
Shares of the Series are not directly offered to the public and are currently offered through certain separate accounts (separate accounts) to fund variable accumulation annuity contracts and variable universal life insurance policies (collectively, contracts, and individually, contract) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (collectively, the insurance companies). You invest in the Series only by buying a contract and directing the allocation of your payment(s) to the investment option (sometimes known as a subaccount) corresponding to the Series. The investment option, in turn, invests in shares of the Series.
Shares of the Series are offered only where they may lawfully be offered. You should rely only on the information contained in this document or in one that this document refers you to. The Series has not authorized anyone to provide you with information that is different.
An investment in the Series is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
This prospectus describes the Series and provides important information you should know before investing in the Series. You should read this prospectus carefully and keep it for future reference.
The Series is a separate investment portfolio or series of the Phoenix Edge Series Fund (the Trust), which currently consists of eighteen such portfolios. The portfolios of the Trust other than the Series are not discussed in this prospectus.
These securities have not been approved or disapproved by the Securities and Exchange Commission (SEC), nor has the SEC determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
| If you have any questions, please contact: |
|
Phoenix Life Insurance Company | ||
| PO Box 8027 | ||||
| Boston, MA 02266-8027 | ||||
|
|
Tel. 800/541-0171 | |||
| The Phoenix Small-Cap Growth Series | 1 |
TABLE OF CONTENTS
| Heading | Page | |
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| 3 | ||
| Other Investment Strategies and Risks | 6 | |
| Management of the Series | 7 | |
| 7 | ||
| 8 | ||
| 8 | ||
| 8 | ||
| More About the Trust and the Series | 8 | |
| 8 | ||
| Heading | Page | |
| 8 | ||
| 9 | ||
| 9 | ||
| Investing in the Series | 9 | |
| 10 | ||
| 10 | ||
| 10 | ||
| Litigation Matters | 11 | |
| Financial Highlights | 12 | |
| 2 | The Phoenix Small-Cap Growth Series |
Phoenix Small-Cap Growth Series
Investment Objective
Long-term capital growth.
Principal Investment Strategies
|
v |
The Series will invest primarily in common stocks of growth companies with favorable prospects for capital growth. Under normal market conditions, the Series will invest at least 80% of its assets in the equity securities of companies that, at the time of initial purchase by the Series, have market capitalizations within the range of companies included in the Russell 2000 ® Growth Index. Because these companies are defined by reference to an index, the market capitalizations of companies in which the Series may invest may vary with market conditions. As of December 31, 2008, the market capitalization range for the securities included in this index was $167 million to $2.7 billion. The Series policy of investing 80% of its assets in small capitalization companies is not fundamental and, therefore, may be changed without shareholder approval, but only upon 60 days written notice to shareholders. |
| v |
The Series employs a disciplined investment strategy that focuses on bottom-up stock selection, identifies potential catalysts which are not reflected in stock price, develops non-consensus buy thesis, and also emphasizes relative valuation. The subadvisor identifies catalysts through quantitative and qualitative screening methods. The subadvisor uses fundamental analysis to identify stocks with healthy financials using well-defined criteria such as incremental earnings growth, cash flow generation and other financial metrics. The subadvisor also imposes valuation parameters that examine relative valuation. |
| v |
The Series may invest in common and preferred stocks. |
| v |
The subadvisors investment strategy also employs a rigorously applied rules based sell discipline. |
Principal Risks
The Series investments are subject generally to market risk and the risk of selecting underperforming securities and asset classes, which may adversely affect the Series and lead to loss of principal.
The principal risks of investing in the Series, which could adversely affect its net asset value, yield and total return, are:
| v |
Equity Securities Risk |
| |
Initial Public Offering Risk |
| v |
Growth Stock Investment Risk |
| v |
Market Risk |
| v |
Portfolio Turnover Risk |
| v |
Securities Selection Risk |
| v |
Small and Medium Market Capitalization Risk |
| v |
Volatility Risk |
The following is a description of each of these principal risks. A description of other risks that may affect the Series is included below under Other Investment Strategies and Risks.
Equity Securities Risk. In general, prices of equity securities are more volatile than those of fixed-income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example).
Initial Public Offerings . The Series may invest in equity securities in Initial Public Offerings (IPOs), which typically have less available public information. Investment returns from IPOs may be highly volatile, may be subject to varying patterns of trading volume and these securities may, at times, be difficult to sell. In addition, from time to time, the Series may purchase IPOs and then immediately sell them. This practice will increase portfolio turnover rates and may increase costs, which may negatively affect Series performance.
Growth Stock Investment Risk. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing companys growth of earnings potential. Also, because growth stocks typically make little or no dividend payments to shareholders, investment return is based on a stocks capital appreciation, making return more dependent on market increases and decreases. Growth stocks are therefore more volatile than non-growth stocks, tending to rise faster when markets rise and drop more sharply when markets fall. Growth investing will typically underperform when value investing is in favor.
Market Risk. The value of your shares is based on the market value of the Series investments. However, the value of the Series investments that support your share value can decrease as well as increase. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. If your financial circumstances are likely to require you to sell your shares at any particular time, rather than holding them indefinitely, you run the risk that your sale of shares will occur when share values have declined.
The value of the Series investments can decrease for a number of reasons. For example, changing economic conditions may cause a decline in the value of many or most investments. Particular industries can face poor market conditions for their products or services so that companies engaged in those businesses do not perform as well as companies in other industries. Interest rate changes may improve prospects for certain types of businesses and they may worsen prospects for others. Share values also can decline if the specific companies selected for investment fail to perform as expected, regardless of general economic trends, industry trends, interest rates and other economic factors. When companies owned by the Series encounter negative conditions they may be unable to continue to pay dividends or interest at expected levels.
Portfolio Turnover Risk. The Series may, consistent with its investment policies, purchase and sell securities without regard to the effect on portfolio turnover. High portfolio turnover (e.g. over 100%) involves correspondingly greater expenses to the Series, including brokerage commissions or dealer mark-ups and
| The Phoenix Small-Cap Growth Series | 3 |
other transaction costs on the sale of securities and reinvestments in other securities. The trading costs associated with portfolio turnover may adversely affect the Series performance.
Securities Selection Risk. There is the possibility that the specific securities held by the Series will underperform the securities held by other funds in the same asset class or the benchmark that is representative of the general performance of the asset class because of the subadvisors choice of portfolio securities.
Small and Medium Market Capitalization Risk. The Series may be more volatile than funds that invest exclusively in companies with larger capitalizations. The smaller companies may be affected to a greater extent than larger companies by changes in general economic conditions and conditions in particular industries. Smaller companies also may be relatively new and not have the same operating history and track record as larger companies. This could make future performance of smaller companies more difficult to predict. Companies with small capitalization are often companies in industries that have recently emerged due to cultural, economic, regulatory or technological developments. Such developments can have a significant positive or negative effect on small capitalization companies and their stock performance. Given the limited operating history and rapidly changing fundamental prospects, investment returns from smaller capitalization companies can be highly volatile. Smaller companies may find their ability to raise capital impaired by their size or lack of operating history. Product lines are often less diversified and subject to competitive threats. Smaller capitalization stocks are subject to varying patterns of trading volume and may, at times, be difficult to sell.
Volatility Risk. This is the risk that performance will be affected by unanticipated events (e.g., significant earnings shortfalls or gains, war, or political events) that cause major price changes in individual securities or market sectors.
Calendar Year Annual Total Return
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series total return performance from year to year over the life of the Series. The table shows how the Series average annual returns compare to those of a broad-based securities market index and a more narrowly based benchmark that reflects the market sectors in which the Series invests. The Series past performance is not necessarily an indication of how the Series will perform in the future. Neuberger Berman Management LLC became subadvisor to the Series on September 15, 2008, and was not responsible for the performance of the Series prior to that time. The Series returns in the chart and table do not reflect the deduction of any separate account or contract charges. The returns would have been less than those shown if such charges were deducted. During the period shown in the chart, the highest return for a quarter was 27.79% (quarter ended June 30, 2003) and the lowest return for a quarter was -25.51% (quarter ended December 31, 2008).
|
Average Annual Total Returns
(for the period ended 12/31/08) |
1 Year | 5 Years |
Life of
the Series 1 |
|||
| Phoenix Small-Cap Growth Series | -44.92% | -2.04% | 5.35% | |||
| Russell 2000 ® Growth Index 2 | -38.54% | -2.35% | 4.57% | |||
| S&P 500 ® Index 3 | -37.00% | -2.19% | 1.93% |
|
1 |
Since August 12, 2002. |
|
2 |
The Russell 2000 ® Growth Index is a market capitalization-weighted index of growth-oriented stocks of the smallest 2,000 companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. |
|
3 |
The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. |
The indices are unmanaged and not available for direct investment;
Series Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Series. The table and the example do not include any fees or sales charges under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher. Investors should consult the contract prospectus for more information.
Annual Series Operating Expenses (expenses that are deducted from Series assets)
| Management Fees | 0.85% | |
| Distribution and/or Service (12b-1) Fees | None | |
| Other Expenses | 0.35% | |
| Total Annual Series Operating Expenses 1 | 1.20% | |
| Expense Reimbursements 2 | (0.15%) | |
| Net Annual Series Operating Expenses | 1.05% | |
|
1 |
The figures shown in the table are based on actual expenses paid during the last fiscal year. Expenses are likely to be higher for the current fiscal year given lower asset levels. |
|
2 |
The Trust has entered into an expense limitation agreement with the Series investment advisor whereby the investment advisor has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.20% of the Series average net assets. This expense limitation agreement is effective through at least April 30, 2010. |
| 4 | The Phoenix Small-Cap Growth Series |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same, but that the contractual expense reimbursement is in effect only during the first year. The example does not reflect contract fees and charges, and if it did, the costs shown would be higher.
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
| Phoenix Small-Cap Growth Series | $122 | $381 | $660 | $1,455 |
Management of the Series
The Advisor and Subadvisor
Phoenix Variable Advisors, Inc. (PVA) is the investment advisor to the Series. Neuberger Berman Management LLC (Neuberger) is the subadvisor to the Series and is responsible for its day-to-day portfolio management. You will find more information about PVA and Neuberger in the Management of the Trust section of this prospectus. The Trusts Statement of Additional Information (SAI) provides additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Series.
| The Phoenix Small-Cap Growth Series | 5 |
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears under Principal Investment Strategies above. The information below describes other investment strategies that the Series may use and their risks, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI.
One or more of the following risks may apply to the Series indirectly through its investments in other investment companies, including exchange traded funds (ETFs). The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Cash Investments
When the subadvisor believes that market conditions are unfavorable for profitable investing, or is otherwise unable to locate attractive investment opportunities, the Series cash or similar investments may increase. In other words, the Series may not always stay fully invested in stocks. When the Series investments in cash or similar investments increase, it may not participate in market advances or declines to the same extent that it would if the Series was more fully invested in stocks.
Equity Equivalent Investments
Equity equivalents include stock index futures contracts and publicly traded index securities. Stock index futures contracts are agreements whereby two parties agree to take or make delivery of an amount of cash based on the value of an index on a specified future date. Investment in index futures contracts allows an investor to participate in the performance of the index without the costs of buying the stocks comprising the index. Equity equivalents may be used for several purposes: (i) to simulate full investment in the underlying index while retaining a cash balance for fund management purposes; (ii) to facilitate trading; (iii) to reduce transaction costs; or (iv) to seek higher investment returns where an equity equivalent is priced more attractively than securities in the index.
Foreign Investments
The Series may invest up to 20% of its total assets in equity securities of foreign (non-U.S.) issuers, which may be denominated in foreign currency. Issuers may be in established market countries or emerging-market countries. Foreign investments could be more difficult to sell than U.S. investments. They also may subject the Series to risks different from investing in domestic securities. Investments in foreign securities involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders.
Some foreign securities are issued by companies organized outside the United States and are traded only or primarily in trading markets outside the United States. These foreign
securities can be subject to most, if not all, of the risks of foreign investing. Some foreign securities are issued by companies organized outside the United States but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, American Depositary Receipts and shares of some large foreign-based companies are traded on principal U.S. exchanges. Other securities are not traded in the United States but are denominated in U.S. dollars. These securities are not subject to all the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar-denominated securities traded in U.S. securities markets.
Emerging Market Investment Risk. The Series may invest in companies located in emerging market countries and regions. Investment in less developed countries whose markets are still developing generally presents risks in greater degree than those presented by investment in foreign issuers based in countries with developed securities markets and more advanced regulatory systems. Prior governmental approval of foreign investments may be required under certain circumstances in some developing countries, and the extent of foreign investment in domestic companies may be subject to limitation in other developing countries. The charters of individual companies in developing countries may impose limitations on foreign ownership to prevent, among other concerns, violation of foreign investment limitations.
The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been (and may continue to be) adversely affected by economic conditions in these countries.
Foreign Currency Risk.
The Series may invest in securities denominated in foreign
currencies. Changes in foreign exchange rates will affect the value of those securities denominated or quoted in currencies other than the U.S. dollar. The forces of supply and demand in the foreign exchange markets determine exchange rates and
these forces are in turn affected by a range of economic, political, financial, governmental and other factors. Exchange rate fluctuations can affect the Series net asset value (share price) and dividends either positively or negatively
depending upon whether foreign currencies are appreciating or depreciating in value relative to the U.S. dollar. Exchange rates fluctuate over both the short and long terms. In addition, when certain foreign countries experience economic
Government Securities Investment Risk
Obligations issued or guaranteed by the U.S. Government, its agencies, authorities and instrumentalities only guarantee or insure principal and interest will be timely paid to holders of the securities. The entities do not guarantee that the value of the obligations will increase, and the value of these obligations may decrease due to interest rate changes or for other reasons. In addition, not all U.S. Government securities are backed by the full faith and credit of the United States.
| 6 | The Phoenix Small-Cap Growth Series |
Illiquid Securities
The Series may invest up to 15% of its assets in illiquid securities. An illiquid investment is a security or other position that cannot be disposed of quickly in the normal course of business. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as restricted securities). Securities owned by the Series that are not liquid may be difficult to sell because there may be no active markets for resale and fewer potential buyers. This can make illiquid investments more likely than other types of investments to lose value. In extreme cases it may be impossible to resell them and they can become almost worthless to the Series.
Investments in Other Investment Companies and Exchange Traded Funds
The Series may invest in securities of other investment companies, including shares of closed-end investment companies, unit investment trusts, and open-end investment companies. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management fees and operating expenses. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value. Others are continuously offered at net asset value, but may also be traded in the secondary market.
The Series may also acquire exchange-traded funds or similar securities in order to achieve market or industry exposure pending direct investments in equity securities. An exchange-traded fund is an investment company the shares of which are continuously offered at net asset value only in large aggregations, but are traded on an exchange in smaller amounts.
Assets invested in other investment companies incur a layering of expenses including operating costs, advisory fees and administrative fees that investors in the Series will indirectly bear.
Over-the-Counter Risk
Over-the-counter (OTC) transactions involve risks in addition to those associated with transactions in securities traded on exchanges. OTC-listed companies may have limited product lines, markets or financial resources. Many OTC stocks
trade less frequently and in smaller volume than exchange-listed stocks. The values of these stocks may be more volatile than exchange-listed stocks, and the Series may experience difficulty in buying and selling these stocks at prevailing market
REIT Investment Risk
The Series may invest in Real Estate Investment Trusts (REITs). REITs are pooled investment vehicles which invest primarily in income-producing real estate or real estate related loans. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs also
can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.
Investing in REITs involves the risks generally associated with the real estate industry. Risks associated with the real estate industry in general include: (i) possible declines in the value of real estate; (ii) risks related to general and local economic conditions; (iii) possible lack of availability of mortgage funds; (iv) overbuilding; (v) extended vacancies of properties; (vi) increases in competition, property taxes and operating expenses; (vii) changes in zoning laws; (viii) costs of clean-up of and liability for environmental problems; (ix) casualty or condemnation losses; (x) uninsured damages from flood, earthquakes or other natural disasters; (xi) limitations on and variations in rents; (xii) dependency on property management skill; (xiii) the appeal of properties to tenants; and (xiv) changes in interest rates.
Investing in REITs also involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent on the quality of management skills, are not diversified, and are subject to the risks of financing projects.
If the Series invests in new or unseasoned REIT issuers, it may be difficult or impossible for the Series to ascertain the value of the REITs underlying assets, management capabilities and growth prospects. REITs whose underlying assets include long-term health care projects, such as nursing, retirement and assisted living homes may be affected by federal regulations concerning the health care industry.
REITs (especially mortgage REITs) are subject to interest rate risks. When interest rates decline, the value of a REITs investment in fixed rate obligations usually rises. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. On the other hand, since interest rates on adjustable rate mortgage loans are reset periodically, yields on a REITs investment in such loans will gradually align themselves to current market interest rates. The value of such investments fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
In addition, investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be more subject to abrupt or erratic price movements than larger capitalization stocks included in the S&P 500 Index.
PVA is the investment advisor to the Phoenix Small-Cap Growth Series.
| The Phoenix Small-Cap Growth Series | 7 |
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, PVA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. PVA, with the approval of the Trusts Board of Trustees, has selected Neuberger, which is not affiliated with PVA, to serve as subadvisor and perform the day-to-day management of the Series. Neuberger, subject to the supervision of PVA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
PVA serves as a manager of managers of the Series. In this capacity, PVA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisors needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisors investment programs and results as well as the performance of the subadvisors relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and PVA have received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which PVA is permitted, subject to supervision and approval of the Trusts Board of Trustees, to enter into and materially amend subadvisory agreements without such agreements being approved by the shareholders of the Series. The Trust and PVA therefore have the right to hire, terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PVA has the ultimate responsibility to oversee the subadvisors and recommend their hiring, termination, and replacement.
PVA began operations as an investment advisor in 1999. Serving as the investment advisor to the series of the Trust is PVAs sole business activity. As of December 31, 2008, PVA had $1.67 billion in assets under management. PVA is located at One American Row, Hartford, Connecticut 06102-5056.
Neuberger is the subadvisor to the Series and is located at 605 Third Avenue, 21
st
Floor, New York, NY 10158-0180. Neuberger and its affiliates continue an asset management business that began in 1939 and, as of December 31, 2008, had approximately $165 billion in
Fees and Expenses Paid by the Series
For the fiscal year ended December 31, 2008, the Series paid PVA a fee for the investment advisory services it performed at an annual percentage rate of 0.85% of the average daily net assets of the Series.
From its investment advisory fee, PVA, not the Series, pays Neuberger for the management services it provides to the Series. (Please see the SAI for more information on subadvisory fees.)
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for
expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions,
expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.20% of the Series average net assets). This expense limitation agreement is
David Burshtan, managing director and portfolio manager for Neuberger is the Series portfolio manager. He joined the firm in 2002.
More About the Trust and the Series
The Trust was organized as a Massachusetts business trust on February 18, 1986. The Trusts business and affairs are managed by its Board of Trustees.
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the separate accounts as shareholders of a Massachusetts business trust such as the Trust may be liable for debts or claims against the Trust. The Declaration of Trust provides that shareholders shall not be subject to any personal liability for the
| 8 | The Phoenix Small-Cap Growth Series |
acts or obligations of the Trust and that every written agreement, undertaking or obligation made or issued by the Trust shall contain a provision to that effect. The Declaration of Trust provides for indemnification out of the Trusts property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of the separate accounts, as shareholders, incurring loss because of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Insurance Companies are the sole shareholders of the Trust, and contract owners and policy owners are fully and completely insulated from the risk of personal liability.
The Trust intends for the Series to qualify as a regulated investment company (a RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of Federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any Federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the contracts, please see the contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
| v |
dilution of the interests of long-term investors, if market timers or others transfer into a fund at prices that are below |
|
the true value or exchange out of the Series at prices that are higher than the true value; |
| v |
an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
| v |
increased brokerage and administrative expenses. |
Because the Series invests primarily in mid-cap securities, it may be more susceptible to arbitrage opportunities because of the less liquid nature of mid-cap securities.
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the Insurance Companies and not the contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by contract owners. Therefore, under the Trusts policies, the Trust delegates to each Insurance Company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the Insurance Company may deem necessary to discourage or reduce Disruptive Trading activities. An Insurance Company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each Insurance Company under which the Insurance Companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each Insurance Company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the Insurance Companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Shares of the Series are not available to the public directly. Although shares of the Series are owned by the Separate
| The Phoenix Small-Cap Growth Series | 9 |
Accounts, contract owners and policy owners do have indirect voting rights with respect to those shares, as described in the prospectus under Shares of Beneficial Interest. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an Insurance Company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate Insurance Company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined with no sales load.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the contracts or policies are described in the contract prospectuses, as are other charges.
Determination of Net Asset Value
The net asset value per share of the Series is determined as of the close of regular trading of the NYSE on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, the net asset value of any foreign assets of the Series may be significantly affected on days when an investor has no access to the Series. The net asset value per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the net asset value of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to
materially change the net asset value, then the instrument would be valued using fair value considerations by the Board or its delegates.
Shares of other investment companies are valued at their respective net asset values. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series net asset value.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Net Asset Value: The liabilities are deducted from the assets of the Series. The resulting amount for the Series is then divided by the number of shares outstanding of that Series to produce the net asset value per share.
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the advisor/subadvisor, reflect the securitys market value; (vii) foreign securities subject to trading collars for which none or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the companys financial statements; (v) recent news about the security or issuer; (vi) changes in interest rates; (vii) information obtained from the issuer, analysts, other financial institutions and/or the
| 10 | The Phoenix Small-Cap Growth Series |
appropriate stock exchange (for exchange traded securities); (viii) whether two or more dealers with whom the advisor regularly effects trades are willing to purchase or sell the security at comparable prices; (ix) other news events or relevant matters; and (x) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is also available in the SAI.
Legal Proceedings about the Series and PVA and/or its Affiliates
The Trust is not involved in any litigation or arbitration. PVA and/or its insurance affiliates (Phoenix) are regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming Phoenix as a defendant ordinarily involves our activities as an insurer, investor, or taxpayer. Phoenix believes that the outcomes of any pending litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on Phoenix's consolidated financial condition. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on Phoenix's results of operations or cash flows in particular quarterly or annual periods.
| The Phoenix Small-Cap Growth Series | 11 |
The financial highlights table provided below is intended
to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost)
on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This
information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and
Phoenix Small-Cap Growth Series
|
Year Ended December 31, |
|||||||||||||||||||
|
2008 |
2007 |
2006 |
2005 |
2004 |
|||||||||||||||
|
Net asset value, beginning of period |
$17.85 | $ | 18.65 | $ | 15.61 | $ | 14.72 | $ | 14.64 | ||||||||||
|
Income from investment operations |
|||||||||||||||||||
|
Net investment income (loss) 1 |
(0.10 | ) | (0.12 | ) | (0.10 | ) | (0.08 | ) | (0.11 | ) | |||||||||
|
Net realized and unrealized gain (loss) |
(7.76 | ) | 3.07 | 3.14 | 2.38 | 0.42 | |||||||||||||
|
Total from investment operations |
(7.86 | ) | 2.95 | 3.04 | 2.30 | 0.31 | |||||||||||||
|
Less distributions |
|||||||||||||||||||
|
Dividends from net investment income |
(0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | |||||||||
|
Distributions from net realized gains |
(0.46 | ) | (3.75 | ) | (0.00 | ) | (1.41 | ) | (0.23 | ) | |||||||||
|
Total distributions |
(0.46 | ) | (3.75 | ) | (0.00 | ) | (1.41 | ) | (0.23 | ) | |||||||||
|
Change in net asset value |
(8.32 | ) | (0.80 | ) | 3.04 | 0.89 | 0.08 | ||||||||||||
|
Net asset value, end of period |
$9.53 | $ | 17.85 | $ | 18.65 | $ | 15.61 | $ | 14.72 | ||||||||||
|
Total return |
(44.92 | )% | 16.10 | % | 19.45 | % | 15.64 | % | 2.12 | % | |||||||||
|
Ratios/supplemental data: |
|||||||||||||||||||
|
Net assets, end of period (thousands) |
$25,716 | $55,768 | $57,653 | $23,178 | $19,561 | ||||||||||||||
|
Ratio to average net assets of: |
|||||||||||||||||||
|
Net operating expenses |
1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | |||||||||
|
Gross operating expenses |
1.20 | % | 1.12 | % | 1.27 | % | 1.65 | % | 1.74 | % | |||||||||
|
Net investment income |
(0.75 | )% | (0.62 | )% | (0.59 | )% | (0.54 | )% | (0.75 | )% | |||||||||
|
Portfolio turnover |
177 | % | 59 | % | 147 | % | 182 | % | 200 | % | |||||||||
|
1 |
Computed using average shares outstanding. |
| 12 | The Phoenix Small-Cap Growth Series |
The SAI dated May 1, 2009 for the Trust, which includes additional information about the Series, is incorporated by reference into this prospectus. Additional information about the Series investments is available in the Series annual and semi-annual reports to shareholders. The annual report discusses market conditions and investment strategies that significantly affected the Series performance during its last fiscal year. To obtain the SAI, the annual report, semi-annual report and other information without charge and to make shareholder inquires, call the Trust at (800) 541-1071 or visit the Trusts Internet site at http://www.phoenixwm.phl.com/public/products/regulatory/index.jsp.
Information about the Series (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C. Reports and other information about the Series are available on the EDGAR Database on the Commissions Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-0102 or by electronic request at the following E-mail address: publicinfo@sec.gov. You can call 202-942-8090 for information on the Public Reference Rooms operations and copying charges.
Investment Company Act File No.: 811-04642
| The Phoenix Small-Cap Growth Series | 13 |
THE PHOENIX STRATEGIC ALLOCATION SERIES
| PROSPECTUS | May 1, 2009 |
The Phoenix Strategic Allocation Series (the Series) is a series of an open-end management investment company with an investment objective of high total return over an extended period of time consistent with prudent investment risk.
Shares of the Series are not directly offered to the public and are currently offered through certain separate accounts (separate accounts) to fund variable accumulation annuity contracts and variable universal life insurance policies (collectively, contracts, and individually, contract) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (collectively, the insurance companies). You invest in the Series only by buying a contract and directing the allocation of your payment(s) to the investment option (sometimes known as a subaccount) corresponding to the Series. The investment option, in turn, invests in shares of the Series.
Shares of the Series are offered only where they may lawfully be offered. You should rely only on the information contained in this document or in one that this document refers you to. The Series has not authorized anyone to provide you with information that is different.
An investment in the Series is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
This prospectus describes the Series and provides important information you should know before investing in the Series. You should read this prospectus carefully and keep it for future reference.
The Series is a separate investment portfolio or series of the Phoenix Edge Series Fund (the Trust), which currently consists of eighteen such portfolios. The portfolios of the Trust other than the Series are not discussed in this prospectus.
These securities have not been approved or disapproved by the Securities and Exchange Commission (SEC), nor has the SEC determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
| If you have any questions, please contact: |
|
Phoenix Life Insurance Company | ||
| PO Box 8027 | ||||
| Boston, MA 02266-8027 | ||||
[GRAPHIC]
|
Tel. 800/541-0171 | |||
| The Phoenix Strategic Allocation Series | 1 |
TABLE OF CONTENTS
| Heading | Page | |
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| Phoenix Strategic Allocation Series | 3 | |
| Other Investment Strategies and Risks | 6 | |
| Management of the Series | 9 | |
| 9 | ||
| 10 | ||
| 10 | ||
| 10 | ||
| More About the Trust and the Series | 10 | |
| 10 | ||
| Heading | Page | |
| 10 | ||
| 11 | ||
| 11 | ||
| Investing in the Series | 12 | |
| 12 | ||
| 12 | ||
| 12 | ||
| Litigation Matters | 13 | |
| Financial Highlights | 14 | |
| 2 | The Phoenix Strategic Allocation Series |
Phoenix Strategic Allocation Series
Investment Objective
High total return over an extended period of time consistent with prudent investment risk.
Principal Investment Strategies
| v |
The subadvisors, at the direction of the investment adviser, will allocate investments of the Series among three market segmentsstock, bond and money market. More information on the types of securities in each of these three market segments is provided below and in the Trusts statement of additional information (SAI). |
| v |
The subadvisors will adjust the mix of investments among the three market segments to capitalize on perceived variations in potential returns as economic and financial conditions change. |
| v |
The Series may invest 0-100% in any one market segment. |
| v |
The equity subadvisor employs a Growth at a Reasonable Price (GARP) philosophy in its equity security selection process. Generally, the Series invests in issuers having capitalizations within the range of companies included in the Russell 1000 Index; however, the Series may invest in mid- and small-cap issuers as well. Security selection begins with a top-down approach and econometric analysis of each sector. Each sector is then analyzed at the industry level. A fundamental analysis is then conducted within the industries to identify securities that the portfolio managers believe offer superior return opportunity. As of December 31, 2008, the market capitalization of companies included in the Russell 1000 Index was $24.4 million to $406 billion. |
| v |
Fixed income securities are selected using a sector-rotation approach. The fixed income subadvisor seeks to adjust the portion of the Series investment in various sectors and the selections within sectors to obtain higher relative returns. The subadvisor selects those sectors that it believes offer attractive values. Securities within sectors are selected based on general economic and financial conditions and the issuers business, management, cash, assets, earnings and stability. Securities selected for investment are those that the subadvisor believes offer the best potential for total return based on risk-to-reward tradeoff. The Series generally invests in highly rated debt securities, although it may invest up to 10% of its total assets in junk bonds. |
| v |
Investments in the money market segment will be for the purpose of attempting to achieve high current income, the preservation of capital, and liquidity. |
Principal Risks
The Series investments are subject generally to market risk and the risk of selecting underperforming securities and asset classes, which may adversely affect the Series and lead to loss of principal.
The subadvisors for the Series may engage in trading when they believe that a trade, net of transaction costs, will improve interest income or capital appreciation potential, or will lessen capital loss potential. Whether these goals will be achieved through trading depends on the subadvisors ability to evaluate particular securities and anticipate relevant market factors,
including interest rate trends and variations. Such trading places a premium on the subadvisors ability to obtain relevant information, evaluate the information properly and take advantage of their evaluations by completing transactions on a favorable basis. If a subadvisors evaluations and expectations prove to be incorrect, the Series income or capital appreciation may be reduced and its capital losses may be increased. Portfolio trading involves transaction costs.
Other principal risks of investing in the Series, which could adversely affect its net asset value, yield and total return, are:
| v |
Equity Securities Risk |
| v |
Fixed Income Securities Investment Risk |
| |
Interest Rate Risk |
| |
Credit Risk |
| v |
Larger Market Capitalization Risk |
| v |
Market Risk |
| v |
Securities Selection Risk |
The following is a description of each of these principal risks. A description of other risks that may affect the Series is included below under Other Investment Strategies and Risks.
Equity Securities Risk. In general, prices of equity securities are more volatile than those of fixed-income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example).
Fixed Income Securities Risk. The primary risks associated with investments in fixed-income securities include interest rate risk and credit risk.
Interest Rate Risk. The value of fixed-income securities will be directly affected by trends in interest rates. For example, in times of rising interest rates, the value of these types of securities tends to decrease. When interest rates fall, the value of these securities tends to rise. Interest rate changes have a greater effect on the price of fixed-income securities with longer durations and maturities. Interest rate risk will affect the price of a fixed income security more if the security has a longer maturity because changes in interest rates are increasingly difficult to predict over longer periods of time. Fixed income securities with longer maturities will therefore be more volatile than other fixed income securities with shorter maturities. Conversely, fixed income securities with shorter maturities will be less volatile but generally provide lower returns than fixed income securities with longer maturities.
Credit Risk. If the issuer of a portfolio security is unable or unwilling to make timely interest or other income payments to the Series, the Series income available for distribution to shareholders and the Series yield may decrease. Credit risk for debt obligations generally increases as the credit rating declines. Thus, when the credit rating declines, there is an increased chance the issuer may not be able to make principal and interest payments on time.
| The Phoenix Strategic Allocation Series | 3 |
Larger Market Capitalization Risk. Companies with large capitalizations go in and out of favor based on market and economic conditions. Larger companies tend to be less volatile than companies with smaller market capitalizations. In exchange for this potentially lower risk, the value of the Series may not rise as much as the value of a fund that emphasizes companies with smaller market capitalizations.
Market Risk. The value of your shares is based on the market value of the Series investments. However, the value of the Series investments that support your share value can decrease as well as increase. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. If your financial circumstances are likely to require you to sell your shares at any particular time, rather than holding them indefinitely, you run the risk that your sale of shares will occur when share values have declined.
The value of the Series investments can decrease for a number of reasons. For example, changing economic conditions may cause a decline in the value of many or most investments. Particular industries can face poor market conditions for their products or services so that companies engaged in those businesses do not perform as well as companies in other industries. Interest rate changes may improve prospects for certain types of businesses and they may worsen prospects for others. Share values also can decline if the specific companies selected for investment fail to perform as expected, regardless of general economic trends, industry trends, interest rates and other economic factors. When companies owned by the Series encounter negative conditions they may be unable to continue to pay dividends or interest at expected levels.
Securities Selection Risk. There is the possibility that the specific securities held by the Series will underperform the securities held by other funds in the same asset class or the benchmark that is representative of the general performance of the asset class because of the subadvisors choice of portfolio securities.
Temporary Defensive Strategy
In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the Series may temporarily hold all or a portion of its assets in cash (U.S. dollars, foreign currencies or multi-national currency units), money market instruments, shares of affiliated money market funds, or high-quality debt instruments. As a result, the Series may not achieve its investment objectives.
Calendar Year Annual Total Return
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series performance from year to year over a 10-year period. The table shows how the Series average annual returns compare to those of two broad-based securities market indices and to a balanced benchmark. The Series past performance is not necessarily an indication of how the Series will perform in the future. The Series returns in the chart and table do not reflect the deduction of any separate account or contract charges. The returns would have been less than those shown if such charges were deducted. During the 10-year period shown in the chart, the highest return for a quarter was 10.30% (quarter ended June 2003) and
the lowest return for a quarter was -14.29% (quarter ended December 2008).
|
Average Annual Total Returns
(for the period ended 12/31/08) |
1 Year | 5 Years | 10 Years | |||
| Phoenix Strategic Allocation Series | -25.45% | -0.53% | 1.64% | |||
| Composite: 60% S&P 500 ® Index/40% Lehman Brothers Aggregate Bond Index 1 | -22.06% | 0.71% | 1.69% | |||
| S&P 500 ® Index 2 | -37.00% | -2.19% | -1.38% | |||
| Barclays Capital U.S. Aggregate Bond Index 3 | 5.24% | 4.65% | 15.63% |
|
1 |
A composite index consisting of 60% of the S&P 500 ® Index and 40% of the Barclays Capital U.S. Aggregate Bond Index. |
|
2 |
The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. |
|
3 |
The Barclays Capital U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis. |
The indices are unmanaged and not available for direct investment; therefore, their performance does not reflect the fees
Series Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Series. The table and the example do not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher. Investors should consult the contract prospectus for more information.
Annual Series Operating Expenses (expenses that are deducted from Series assets)
| Management Fees | 0.60% | |
| Distribution and/or Service (12b-1) Fees | None | |
| Other Expenses | 0.27% | |
| Total Annual Series Operating Expenses 1 | 0.87% | |
| Expense Reimbursements 2 | (0.02%) | |
| Net Annual Series Operating Expenses | 0.85% | |
|
1 |
The figures shown in the table are based on actual expenses paid during the last fiscal year. Expenses are likely to be higher for the current fiscal year given lower asset levels. |
| 4 | The Phoenix Strategic Allocation Series |
|
2 |
The Trust has entered into an expense limitation agreement with the Series investment advisor whereby the investment advisor has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.25% of the Series average net assets. This expense limitation agreement is effective through at least April 30, 2010. |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same, but that the contractual expense reimbursement is in effect only during the first year. The example does not reflect contract fees and charges, and if it did, the costs shown would be higher.
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
| Phoenix Strategic Allocation Series | $89 | $278 | $482 | $1,073 |
Management of the Series
The Advisor and Subadvisor
Phoenix Variable Advisors, Inc. (PVA) has served as the investment advisor to the Series since August 1, 2007. Virtus Investment Advisers, Inc. (Virtus) (formerly known as Phoenix Investment Counsel, Inc.) has served as a subadvisor to the Series since August 1, 2007, and previously served as the investment advisor to the Series. Goodwin Capital Advisers, Inc. (Goodwin) has also served as a subadvisor to the Series since August 1, 2007. PVA is responsible for the determination of the allocation percentage among equities, fixed income, and cash investments. Virtus is responsible for the day-to-day management of equity investments made by the Series, and Goodwin is responsible for the day-to-day management of fixed income investments made by the Series. You will find more information about PVA, Virtus and Goodwin in the Management of the Trust section of this prospectus. The SAI provides additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Series.
| The Phoenix Strategic Allocation Series | 5 |
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears under Principal Investment Strategies above. The information below describes other investment strategies that the Series may use and their risks, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI.
One or more of the following risks may apply to the Series indirectly through its investments in other investment companies, including exchange traded funds (ETFs). The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Cash Investments
When the subadvisors believes that market conditions are unfavorable for profitable investing, or are otherwise unable to locate attractive investment opportunities, the Series cash or similar investments may increase. In other words, the Series may not always stay fully invested in stocks or bonds. When the Series investments in cash or similar investments increase, it may not participate in market advances or declines to the same extent that it would if the Series was more fully invested in stocks or bonds.
Convertible Securities
The Series may invest in convertible securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock of the issuer at a predetermined time(s), price(s) or price formula(s). A convertible security entitles the owner to receive interest paid or accrued on a debt security or dividends paid on preferred stock until the security matures or is converted to common stock. Convertible securities typically have several investment characteristics, such as: (i) yields higher than common stocks but lower than comparable nonconvertible securities; (ii) less fluctuation in value than the underlying common stock, that is, the common stock that the investor receives if he or she converts; and (iii) the potential for capital appreciation if the market price of the underlying common stock increases.
Convertible securities may be subject to redemption at the option of the issuer. If a security is called for redemption, the Series may have to redeem the security, convert it into common stock or sell it to a third party at a price and time that is not beneficial for the Series.
Derivative Investments
The Series may, but need not, enter into various instruments that derive their values from those of specific securities, indexes, currencies or other points of reference for both hedging and non-hedging purposes. Derivatives include, but are not limited to, futures, options, forward contracts, swaps, and structured notes. These derivatives may be used to hedge against the economic impact of adverse changes in the market value of portfolio securities because of changes in securities market prices, interest rates or currencies. The Series may also use derivatives as part of its overall investment technique to gain or
lessen exposure to various securities, markets and currencies. The Series may also use derivative transactions for certain nonhedging purposes, such as seeking to enhance returns. The Series engages in derivatives transactions primarily for hedging purposes.
The Series may invest up to an aggregate of 5% of its total assets in exchange-traded or over-the-counter call and put options on securities, securities indexes and foreign currencies.
Immediately after entering into a futures contract for the receipt or delivery of a security, the value of the securities called for by all of the Series futures contracts (both for receipt and delivery) will not exceed 10% of its total assets.
As a registered investment company, the Series is subject to the Investment Company Act of 1940, related rules, and related SEC and SEC staff positions. Therefore, with respect to certain derivatives, the Series must set aside (referred to sometimes as asset segregation) liquid assets or engage in other SEC or SEC staff approved measures while the derivative contracts are open. For example, with respect to forward commitments and futures contracts that are not contractually required to cash settle, the Series must cover its open positions by setting aside liquid assets equal to the contracts full notional value. With respect to forward commitments and futures contracts that are required to cash settle, however, the Series is permitted to set aside liquid assets in an amount equal to the Series daily mark to market (net) obligations if any (i.e., the Series daily liability if any) rather than the notional value.
Derivatives, including those used to manage risk, are themselves subject to risks of the different markets in which they trade and, therefore, may not serve their intended purpose. These investments may not protect the Series from losses, they may decrease overall return, and they could, in unusual circumstances, expose the Series to losses that could be unlimited. The Series performance may be worse than if it did not make such investments.
If the prices for derivatives and prices in the cash market do not correlate as expected or if expectations about interest rate, exchange rate or general market movements are incorrect, a Series returns may be lower than they would have been if it did not invest in these securities. There is also a risk that the market for reselling derivatives may be limited or nonexistent. A Series could incur unlimited losses if it cannot liquidate its derivatives investments. Decisions about the nature and timing of derivative transactions may result in losses when other investors decisions about the same derivatives result in gains. In addition, some derivatives are subject to the risk that the counterparty to such transaction may not perform as expected.
Equity Equivalent Investments
Equity equivalents include stock index futures contracts and publicly traded index securities. Stock index futures contracts are agreements whereby two parties agree to take or make delivery of an amount of cash based on the value of an index on a specified future date. Investment in index futures contracts allows an investor to participate in the performance of the index without the costs of buying the stocks comprising the index.
| 6 | The Phoenix Strategic Allocation Series |
Equity equivalents may be used for several purposes: (i) to simulate full investment in the underlying index while retaining a cash balance for fund management purposes; (ii) to facilitate trading; (iii) to reduce transaction costs; or (iv) to seek higher investment returns where an equity equivalent is priced more attractively than securities in the index.
Foreign Investments
The Series may invest in foreign securities. Foreign investments could be more difficult to sell than U.S. investments. They also may subject a Series to risks different from investing in domestic securities. Investments in foreign securities involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders.
Some foreign securities are issued by companies organized outside the United States and are traded only or primarily in trading markets outside the United States. These foreign securities can be subject to most, if not all, of the risks of foreign investing. Some foreign securities are issued by companies organized outside the United States but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, American Depositary Receipts and shares of some large foreign-based companies are traded on principal U.S. exchanges. Other securities are not traded in the United States but are denominated in U.S. dollars. These securities are not subject to all the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar-denominated securities traded in U.S. securities markets.
Foreign Currency Risk. The Series may invest in securities denominated in foreign currencies. Changes in foreign exchange rates will affect the value of those securities denominated or quoted in currencies other than the U.S. dollar. The forces of supply and demand in the foreign exchange markets determine exchange rates and these forces are in turn affected by a range of economic, political, financial, governmental and other factors. Exchange rate fluctuations can affect the Series net asset value (share price) and dividends either positively or negatively depending upon whether foreign currencies are appreciating or depreciating in value relative to the U.S. dollar. Exchange rates fluctuate over both the short and long terms. In addition, when certain foreign countries experience economic difficulties, there is an increased risk that the foreign government may impose restrictions on the free exchange of its currency.
Emerging Market Risk. The Series may invest in companies located in emerging-market countries and regions. Investment in less-developed countries whose markets are still emerging generally presents risks in greater degree than those presented by investment in foreign issuers based in countries with developed securities markets and more advanced regulatory systems. Prior governmental approval of foreign investments may be required under certain circumstances in some developing
countries, and the extent of foreign investment in domestic companies may be subject to limitation in other developing countries. The charters of individual companies in developing countries may impose limitations on foreign ownership to prevent, among other concerns, violation of foreign investment limitations.
The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been (and may continue to be) adversely affected by economic conditions in these countries.
Government Securities Investment Risk
The Series may invest in government securities. Obligations issued or guaranteed by the U.S. Government, its agencies, authorities and instrumentalities only guarantee or insure principal and interest will be timely paid to holders of the securities. The entities do not guarantee that the value of the obligations (or the Series shares) will increase, and the value of these obligations may decrease due to interest rate changes or for other reasons. In addition, not all U.S. Government securities are backed by
Growth Stock Investment Risk
The Series may invest in growth stocks. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing companys growth of earnings potential. Also, because growth stocks typically make little or no dividend payments to shareholders, investment return is based on a stocks capital appreciation, making return more dependent on market increases and decreases. Growth stocks are therefore more volatile than non-growth stocks to market changes, tending to rise faster when markets rise and drop more sharply when markets fall. Growth investing will typically underperform when value investing is in favor.
Illiquid Securities
The Series may invest up to 15% of its assets in illiquid securities. An illiquid investment is a security or other position that cannot be disposed of quickly in the normal course of business. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as restricted securities). Securities owned by the Series that are not liquid may be difficult to sell because there may be no active markets for resale and fewer potential buyers. This can make illiquid investments more likely than other types of investments to lose value. In extreme cases it may be impossible to resell them and they can become almost worthless to the Series.
Initial Public Offerings
The Series may invest in equity securities in Initial Public Offerings (IPOs), which typically have less available public information. Investment returns from IPOs may be highly
| The Phoenix Strategic Allocation Series | 7 |
volatile, may be subject to varying patterns of trading volume and these securities may, at times, be difficult to sell. In addition, from time to time, the Series may purchase IPOs and then immediately sell them. This practice will increase portfolio turnover rates and may increase costs, which may negatively affect Series performance.
Interest Rate Risk (for income-producing equity securities)
Income producing equity securities may react like fixed-income securities to changes in interest rates. Thus, when interest rates rise, the prices of income-producing equity securities may fall. Conversely, a decrease in interest rates may cause these securities to increase in value.
Investments in Other Investment Companies and Exchange Traded Funds
The Series may invest in securities of other investment companies, including shares of closed-end investment companies, unit investment trusts, and open-end investment companies. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management fees and operating expenses. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value. Others are continuously offered at net asset value, but may also be traded in the secondary market.
The Series may also acquire exchange-traded funds or similar securities in order to achieve market or industry exposure pending direct investments in equity securities. An exchange-traded fund is an investment company the shares of which are continuously offered at net asset value only in large aggregations, but are traded on an exchange in smaller amounts.
Assets invested in other investment companies incur a layering of expenses including operating costs, advisory fees and administrative fees that investors in the
Junk Bond Investment Risk
High-yield, high-risk securities (so-called junk-bonds) are securities rated below investment grade by the primary rating agencies such as Standard & Poors and Moodys. Below-investment grade securities present a greater risk that the issuer will not be able to make interest or principal payments on time. If this happens, the Series (or underlying fund) would lose income and could expect a decline in the market value of the securities. Issuers of high-yield securities may not be as strong financially as those issuing bonds with higher credit ratings, and are more vulnerable to real or perceived economic changes, political changes, or adverse developments specific to the issuer. Analysis of the creditworthiness of issuers of below investment grade securities may be more complex than for higher grade securities, making it more difficult to accurately predict risk. The junk-bond market can experience sudden and sharp price swings.
Mortgage-Backed and Asset-Backed Securities Investment Risk
The Series may invest in mortgage-backed and other asset-backed securities. It is difficult to predict cash flows from these securities. Payments of principal and interest on underlying mortgages may be allocated among classes in a variety of ways, and the inability to determine specific amounts and timing of prepayments of the underlying loans make it difficult to accurately predict cash flow. The variability of prepayments will tend to limit price gains when interest rates drop and exaggerate price declines when interest rates rise. In the event of high prepayments, the Series may be required to invest these proceeds at a lower interest rate, causing the Series to earn less than if the prepayments had not occurred. Generally, prepayments will increase during a period of falling interest rates. Certain mortgage-backed and asset-backed securities are subject to credit risk, in that the issuers of such securities may fail to make timely payments of principal and interest to the Series. In addition, whether rated or not, depending on market conditions, such securities may be illiquid or the Series may not be able to value the securities accurately.
Over-the-Counter Risk
Over-the-counter (OTC) transactions involve risks in addition to those associated with transactions in securities traded on exchanges. OTC-listed companies may have limited product lines, markets or financial resources. Many OTC stocks trade less frequently and in smaller volume than exchange-listed stocks. The values of these stocks may be more
REIT Investment Risk
The Series may invest in Real Estate Investment Trusts (REITs). REITs are pooled investment vehicles which invest primarily in income-producing real estate or real estate related loans. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs also can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.
Investing in REITs involves the risks generally associated with the real estate industry. Risks associated with the real estate industry in general include: (i) possible declines in the value of real estate; (ii) risks related to general and local economic conditions; (iii) possible lack of availability of mortgage funds; (iv) overbuilding; (v) extended vacancies of properties; (vi) increases in competition, property taxes and operating expenses; (vii) changes in zoning laws; (viii) costs of clean-up of and liability for environmental problems; (ix) casualty or condemnation losses; (x) uninsured damages from flood, earthquakes or other natural disasters; (xi) limitations on and variations in rents; (xii) dependency on property management skill; (xiii) the appeal of properties to tenants; and (xiv) changes in interest rates.
| 8 | The Phoenix Strategic Allocation Series |
Investing in REITs also involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent on the quality of management skills, are not diversified, and are subject to the risks of financing projects.
If the Series invests in new or unseasoned REIT issuers, it may be difficult or impossible for the Series to ascertain the REITs management capabilities and growth prospects, or the value of its underlying assets. REITs whose underlying assets include long-term health care projects, such as nursing, retirement and assisted living homes may be affected by federal regulations concerning the health care industry.
REITs (especially mortgage REITs) are subject to interest rate risks. When interest rates decline, the value of a REITs investment in fixed rate obligations usually rises. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. On the other hand, since interest rates on adjustable rate mortgage loans are reset periodically, yields on a REITs investment in such loans will gradually align themselves to current market interest rates. The value of such investments fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
In addition, investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be more subject to abrupt or erratic price movements than larger capitalization stocks included in the S&P 500 Index.
Small and Medium Market Capitalization Risk
The Series may invest in companies with small and medium capitalizations, which would make the Series more volatile than funds that invest exclusively in companies with larger capitalizations. The smaller companies may be affected to a greater extent than larger companies by changes in general economic conditions and conditions in particular industries. Smaller companies also may be relatively new and not have the same operating history and track record as larger companies. This could make future performance of smaller companies more difficult to predict. Companies with small capitalization are often companies in industries that have recently emerged due to cultural, economic, regulatory or technological developments. Such developments can have a significant positive or negative effect on small capitalization companies and their stock performance. Given the limited operating history and rapidly changing fundamental prospects, investment returns from smaller capitalization companies can be highly volatile. Smaller companies may find their ability to raise capital impaired by their size or lack of operating history. Product lines are often less diversified and subject to competitive threats. Smaller capitalization stocks are subject to varying patterns of trading volume and may, at times, be difficult to sell.
Unrated Securities Investment Risk
Some fixed-income securities may be unrated. Analysis of unrated securities is more complex, making it more difficult to accurately predict risk. Unrated securities
Value Investing Risk
The Series may invest in value stocks. Value stocks are those which are believed to be undervalued in comparison to their peers due to adverse business developments or other factors. The value approach to investing involves the risk that the value of the security will not be recognized for an unexpectedly long period of time, and the risk that the security judged to be undervalued may actually be appropriately priced or even overvalued due to fundamental problems not yet apparent. Value stocks will typically underperform when growth investing is in favor.
Volatility Risk
This is the risk that performance will be affected by unanticipated events (e.g., significant earnings shortfalls or gains, war, or political events) that cause major price changes in individual securities or market sectors.
When-Issued Securities and Forward Commitments
Debt securities are often issued on a when-issued basis. The price (or yield) of such securities is fixed at the time a commitment to purchase is made, but delivery and payment for the when-issued securities take place at a later date. During the period between purchase and settlement, no payment is made by the Series and no interest accrues to the Series. The market value of the when-issued securities on the settlement date may be more or less than the purchase price payable on that date. Similarly, the Series may commit to purchase a security at a future date at a price determined at the time of the commitment; these forward
PVA is the investment advisor to the Series.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, PVA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. PVA, with the approval of the Trusts Board of Trustees, has selected Virtus, which currently is not affiliated with PVA, and Goodwin, which is affiliated with PVA, to serve as subadvisors and perform the day-to-day management of the Series. Virtus and Goodwin, subject to the supervision of PVA, are responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
PVA serves as a manager of managers of the Series. In this capacity, PVA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisors needed to manage all or part of the assets of
| The Phoenix Strategic Allocation Series | 9 |
the Series; (iii) monitors and evaluates the subadvisors investment programs and results as well as the performance of the subadvisors relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and PVA have received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which PVA is permitted, subject to supervision and approval of the Trusts Board of Trustees, to enter into and materially amend subadvisory agreements without such agreements being approved by the shareholders of the Series. The Trust and PVA therefore have the right to hire, terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PVA has the ultimate responsibility to oversee the subadvisors and recommend their hiring, termination, and replacement.
PVA began operations as an investment advisor in 1999 and replaced a PVA affiliate as investment advisor to the Series in 2007. Serving as the investment advisor for the series of the Trust is PVAs sole business activity. As of December 31, 2008, PVA had $1.67 billion in assets under management. PVA is located at One American Row, Hartford, Connecticut 06102-5056.
Virtus is the subadvisor for the equity investment of the Series. Virtus was an affiliate of PVA until December 31, 2008, when The Phoenix Companies, Inc., the ultimate parent company of PVA, spun off the asset management segment of its business to shareholders of The Phoenix Companies, Inc. Virtus has acted as an investment advisor for over seventy years. Virtus acts as investment advisor and subadvisor for other mutual funds and to institutional clients. As of December 31, 2008, Virtus had approximately $22.6 billion in assets under management. Virtus is located at 100 Pearl Street, Eighth Floor, Hartford, Connecticut 06103.
Goodwin is the subadvisor for the fixed income investments of the Series. Goodwin, an affiliate of PVA, acts as subadviser for a number of mutual
fund series and manages fixed income assets for individuals and institutions. Goodwin had approximately $13.5 billion in assets under management as of December 31, 2008. Goodwins principal offices are located at 56 Prospect Street,
Fees and Expenses Paid by the Series
For the fiscal year ended December 31, 2008, the Series paid PVA a fee for the investment advisory services it performed at an annual percentage rate of 0.60% of the average daily net assets of the Series.
From its investment advisory fee, PVA, not the Series, pays Virtus and Goodwin for the management services they provide to the Series. (Please see the SAI for more information on subadvisory fees.)
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for
expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions,
expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.25% of the Series average net assets. This expense limitation agreement is
Christopher M. Wilkos , CFA, PVA, has served as portfolio manager for the Series since May 1, 2009 for the sole purpose of determining the allocation percentage among equities, fixed income and cash investment. Mr. Wilkos is senior vice president (since 2001), Corporate Portfolio Management for The Phoenix Companies, Inc, responsible for managing the general account investment portfolios of the company. He oversees asset allocation, asset-liability management, derivatives management, and performance reporting. Mr. Wilkos joined the company in 1997 as director of Corporate Portfolio Management and was named vice president in 1998.
Since March 23, 2009, Carlton Neel and David Dickerson , Virtus, have managed the equity investments of the Series and they are jointly and primarily responsible for the day-to-day management of the Series equity investments.
Mr. Neel is a Senior Vice President of Virtus, as well as of Euclid Advisors, LLC (Euclid) and Zweig Advisers, LLC (ZA), which are affiliates of Virtus. He also serves as Portfolio Manager for the Virtus Alternatives Diversifier Fund, the Virtus Balanced Fund and the Virtus Income & Growth Fund, as well as The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc., two closed-end funds managed by ZA. Mr. Neel has been with Euclid and ZA since April 2003 and was previously employed by ZA from 1995 until July 2002.
Mr. Dickerson is a Senior Vice President of Virtus, Euclid and ZA. He also serves as Portfolio Manager for the Virtus Alternatives Diversifier Fund, the Virtus Balanced Fund and the Virtus Income & Growth Fund, as well as The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc., two closed-end funds managed by ZA. Mr. Dickerson has been with Euclid and ZA since April 2003 and was previously employed by ZA from 1993 until July 2002.
David L. Albrycht , Goodwin, has overall responsibility for the day-to-day management of the Series fixed income investments. Mr. Albrycht is a senior member of the Goodwin multi-sector fixed income team. He is the lead portfolio manager of three fixed income mutual funds (Virtus Multi-Sector Short Term Bond Fund, Virtus Multi-Sector Fixed Income Fund and Virtus Low Duration Core Plus Bond Fund), the fixed income portions of two balanced funds (Virtus Balanced Fund and Virtus Income & Growth Fund) and certain other series of the Trust. Mr. Albrycht has managed Phoenix fixed income portfolios since 1991.
More About the Trust and the Series
The Trust was organized as a Massachusetts business trust on February 18, 1986. The Trusts business and affairs are managed by its Board of Trustees.
| 10 | The Phoenix Strategic Allocation Series |
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the separate accounts as shareholders of a Massachusetts business trust such as the Trust may be liable for debts or claims against the Trust. The Declaration of Trust provides that shareholders shall not be subject to any personal liability for the acts or obligations of the Trust and that every written agreement, undertaking or obligation made or issued by the Trust shall contain a provision to that effect. The Declaration of Trust provides for indemnification out of the Trusts property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of the separate accounts, as shareholders, incurring loss because of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Insurance Companies are the sole shareholders of the Trust, and contract owners and policy owners are fully and completely insulated from the risk of personal liability.
The Trust intends for the Series to qualify as a regulated investment company (a RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved
of Federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any Federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the contracts, please see the contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
| v |
dilution of the interests of long-term investors, if market timers or others transfer into a fund at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
| v |
an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
| v |
increased brokerage and administrative expenses. |
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the Insurance Companies and not the contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by contract owners. Therefore, under the Trusts policies, the Trust delegates to each Insurance Company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents)
| The Phoenix Strategic Allocation Series | 11 |
whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the Insurance Company may deem necessary to discourage or reduce Disruptive Trading activities. An Insurance Company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each Insurance Company under which the Insurance Companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each Insurance Company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the Insurance Companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Shares of the Series are not available to the public directly. Although shares of the Series are owned by the Separate Accounts, contract owners and policy owners do have indirect voting rights with respect to those shares, as described in the prospectus under Shares of Beneficial Interest. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an Insurance Company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate Insurance Company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined with no sales load.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the contracts or policies are described in the contract prospectuses, as are other charges.
Determination of Net Asset Value
The net asset value per share of the Series is determined as of the close of regular trading of the NYSE on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series net asset
value may be significantly affected on days when an investor has no access to the Series. The net asset value per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the net asset value of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to materially change the net asset value, then the instrument would be valued using fair value considerations by the Board or its delegates.
Shares of other investment companies are valued at their respective net asset values. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series net asset value.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Net Asset Value: The liabilities are deducted from the assets of the Series. The resulting amount for the Series is then divided by the number of shares outstanding of that Series to produce the net asset value per share.
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures
| 12 | The Phoenix Strategic Allocation Series |
approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the advisor/subadvisor, reflect the securitys market value; (vii) foreign securities subject to trading collars for which none or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the companys financial statements; (v) recent news about the security or issuer; (vi) changes in interest rates; (vii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (viii) whether two or more dealers with whom the advisor regularly effects trades are willing to purchase or sell the security at comparable prices; (ix) other news events or relevant matters; and (x) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is also available in the SAI.
Legal Proceedings about the Series and PVA and/or its Affiliates
The Trust is not involved in any litigation or arbitration. PVA and/or its insurance affiliates (Phoenix) are regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming Phoenix as a defendant ordinarily involves our activities as an insurer, investor, or taxpayer. Phoenix believes that the outcomes of any pending litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on Phoenix's consolidated financial condition. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on Phoenix's results of operations or cash flows in particular quarterly or annual periods.
| The Phoenix Strategic Allocation Series | 13 |
The financial highlights table provided below is intended
to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost)
on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This
information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and
Phoenix Strategic Allocation Series
|
Year Ended December 31, |
||||||||||||||||||||
|
2008 |
2007 |
2006 |
2005 |
2004 |
||||||||||||||||
|
Net asset value, beginning of period |
$ | 12.95 | $ | 13.30 | $ | 13.78 | $ | 14.24 | $ | 13.96 | ||||||||||
|
Income from investment operations |
||||||||||||||||||||
|
Net investment income (loss) |
0.37 | 1 | 0.36 | 1 | 0.38 | 1 | 0.34 | 1 | 0.37 | |||||||||||
|
Net realized and unrealized gain (loss) |
(3.60 | ) | 0.43 | 1.31 | (0.08 | ) | 0.65 | |||||||||||||
|
Total from investment operations |
(3.23 | ) | 0.79 | 1.69 | 0.26 | 1.02 | ||||||||||||||
|
Less distributions |
||||||||||||||||||||
|
Dividends from net investment income |
(0.35 | ) | (0.37 | ) | (0.38 | ) | (0.33 | ) | (0.37 | ) | ||||||||||
|
Dividends from net realized gains |
(0.12 | ) | (0.77 | ) | (1.79 | ) | (0.39 | ) | (0.37 | ) | ||||||||||
|
Total distributions |
(0.47 | ) | (1.14 | ) | (2.17 | ) | (0.72 | ) | (0.74 | ) | ||||||||||
|
Change in net asset value |
(3.70 | ) | (0.35 | ) | (0.48 | ) | (0.46 | ) | 0.28 | |||||||||||
|
Net asset value, end of period |
$ | 9.25 | $ | 12.95 | $ | 13.30 | $ | 13.78 | $ | 14.24 | ||||||||||
|
Total return |
(25.45 | )% | 5.98 | % | 12.69 | % | 1.79 | % | 7.46 | % | ||||||||||
|
Ratios/supplemental data: |
||||||||||||||||||||
|
Net assets, end of period (thousands) |
$163,271 | $270,653 | $316,145 | $352,742 | $427,843 | |||||||||||||||
|
Ratio to average net assets of: |
||||||||||||||||||||
|
Net operating expenses |
0.85 | % | 0.84 | % | 0.83 | % | 0.79 | % | 0.78 | % | ||||||||||
|
Gross operating expenses |
0.87 | % | 0.84 | % | 0.84 | % | 0.79 | % | 0.78 | % | ||||||||||
|
Net investment income |
3.19 | % | 2.62 | % | 2.66 | % | 2.39 | % | 2.44 | % | ||||||||||
|
Portfolio turnover |
50 | % | 52 | % | 86 | % | 62 | % | 65 | % | ||||||||||
|
1 |
Computed using average shares outstanding. |
| 14 | The Phoenix Strategic Allocation Series |
The SAI dated May 1, 2009 for the Trust, which includes additional information about the Series, is incorporated by reference into this prospectus. Additional information about the Series investments is available in the Series annual and semi-annual reports to shareholders. The annual report discusses market conditions and investment strategies that significantly affected the Series performance during its last fiscal year. To obtain the SAI, the annual report, semi-annual report and other information without charge and to make shareholder inquires, call the Trust at (800) 541-1071 or visit the Trusts Internet site at http://www.phoenixwm.phl.com/public/products/regulatory/index.jsp.
Information about the Series (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C. Reports and other information about the Series are available on the EDGAR Database on the Commissions Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-0102 or by electronic request at the following E-mail address: publicinfo@sec.gov. You can call 202-942-8090 for information on the Public Reference Rooms operations and copying charges.
Investment Company Act File No.: 811-04642
| The Phoenix Strategic Allocation Series | 15 |
THE PHOENIX-VAN KAMPEN COMSTOCK SERIES
| PROSPECTUS | May 1, 2009 |
The Phoenix-Van Kampen Comstock Series (the Series) is a series of an open-end management investment company with an investment objective of capital appreciation and a secondary investment objective to seek current income.
Shares of the Series are not directly offered to the public and are currently offered through certain separate accounts (separate accounts) to fund variable accumulation annuity contracts and variable universal life insurance policies (collectively, contracts, and individually, contract) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (collectively, the insurance companies). You invest in the Series only by buying a contract and directing the allocation of your payment(s) to the investment option (sometimes known as a subaccount) corresponding to the Series. The investment option, in turn, invests in shares of the Series.
Shares of the Series are offered only where they may lawfully be offered. You should rely only on the information contained in this document or in one that this document refers you to. The Series has not authorized anyone to provide you with information that is different.
An investment in the Series is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
This prospectus describes the Series and provides important information you should know before investing in the Series. You should read this prospectus carefully and keep it for future reference.
The Series is a separate investment portfolio or series of the Phoenix Edge Series Fund (the Trust), which currently consists of eighteen such portfolios. The portfolios of the Trust other than the Series are not discussed in this prospectus.
These securities have not been approved or disapproved by the Securities and Exchange Commission (SEC), nor has the SEC determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
| If you have any questions, please contact: |
|
Phoenix Life Insurance Company | ||
| PO Box 8027 | ||||
| Boston, MA 02266-8027 | ||||
|
|
Tel. 800/541-0171 | |||
| The Phoenix-Van Kampen Comstock Series | 1 |
TABLE OF CONTENTS
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| Phoenix-Van Kampen Comstock Series | 3 | |
| Other Investment Strategies and Risks | 6 | |
| Management of the Series | 8 | |
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| More About the Trust and the Series | 9 | |
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| Heading | Page | |
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| Investing in the Series | 11 | |
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| Litigation Matters | 12 | |
| Financial Highlights | 13 | |
| 2 | The Phoenix-Van Kampen Comstock Series |
Phoenix-Van Kampen Comstock Series
Investment Objective
Long-term capital appreciation. The Series has a secondary investment objective to seek current income.
Principal Investment Strategies
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Under normal circumstances, the Series will invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities, consisting principally of common stocks, preferred stocks and securities convertible into common and preferred stocks. The Series policy of investing 80% of its assets in equity securities is not fundamental and, therefore, may be changed without shareholder approval, but only upon 60 days written notice to shareholders. |
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The Series invests in a diversified portfolio of securities of primarily domestic (U.S.) companies. The Series may invest up to 25% of its net assets in securities of foreign issuers, including depositary receipts and emerging market companies. Generally, the Series will invest in securities traded on the New York Stock Exchange, or the American Stock Exchange, and in over-the-counter markets. |
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The subadvisor applies a security selection process that selects stocks meeting certain investment criteria relating to valuation, profitability, long term growth and financial stability. The subadvisor focuses primarily on a securitys potential for capital growth and income, emphasizing a value style of investing seeking well-established, undervalued companies, which may be small, medium or large-sized companies. |
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Portfolio securities are typically sold when the subadvisors assessment of the capital growth and income potential of such securities materially changes. |
Principal Risks
The Series investments are subject generally to market risk and the risk of selecting underperforming securities and asset classes, which may adversely affect the Series and lead to loss of principal.
Other principal risks of investing in the Series, which could adversely affect its net asset value, yield and total return, are:
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Equity Securities Risk |
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Foreign Investment Risk |
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Interest Rate Risk (for income-producing securities) |
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Larger Market Capitalization Risk |
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Market Risk |
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Portfolio Turnover Risk |
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Securities Selection Risk |
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Value Investing Risk |
The following is a description of each of these principal risks. A description of other risks that may affect the Series is included below under Other Investment Strategies and Risks.
Equity Securities Risk. In general, prices of equity securities are more volatile than those of fixed-income securities. The
prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example).
Foreign Investment Risk. Foreign investments could be more difficult to sell than U.S. investments. They also may subject a Series to risks different from investing in domestic securities. Investments in foreign securities involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders.
Some foreign securities are issued by companies organized outside the United States and are traded only or primarily in trading markets outside the United States. These foreign securities can be subject to most, if not all, of the risks of foreign investing. Some foreign securities are issued by companies organized outside the United States but are traded in U.S. securities markets and are denominated in U.S. dollars. For example, American Depositary Receipts and shares of some large foreign-based companies are traded on principal U.S. exchanges. Other securities are not traded in the United States but are denominated in U.S. dollars. These securities are not subject to all the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar-denominated securities traded in U.S. securities markets.
Interest Rate Risk (for income-producing equity securities). Income producing equity securities may react like fixed-income securities to changes in interest rates. Thus, when interest rates rise, the prices of income-producing equity securities may fall. Conversely, a decrease in interest rates may cause these securities to increase in value.
Larger Market Capitalization Risk. Companies with large capitalizations go in and out of favor based on market and economic conditions. Larger companies tend to be less volatile than companies with smaller market capitalizations. In exchange for this potentially lower risk, the value of the Series may not rise as much as the value of a fund that emphasizes companies with smaller market capitalizations.
Market Risk. The value of your shares is based on the market value of the Series investments. However, the value of the Series investments that support your share value can decrease as well as increase. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. If your financial circumstances are likely to require you to sell your shares at any particular time, rather than holding them indefinitely, you run the risk that your sale of shares will occur when share values have declined.
The value of the Series investments can decrease for a number of reasons. For example, changing economic conditions may cause a decline in the value of many or most investments.
| The Phoenix-Van Kampen Comstock Series | 3 |
Particular industries can face poor market conditions for their products or services so that companies engaged in those businesses do not perform as well as companies in other industries. Interest rate changes may improve prospects for certain types of businesses and they may worsen prospects for others. Share values also can decline if the specific companies selected for investment fail to perform as expected, regardless of general economic trends, industry trends, interest rates and other economic factors. When companies owned by the Series encounter negative conditions they may be unable to continue to pay dividends or interest at expected levels.
Portfolio Turnover Risk. The Series may, consistent with its investment policies, purchase and sell securities without regard to the effect on portfolio turnover. High portfolio turnover (e.g. over 100%) involves correspondingly greater expenses to the Series, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and reinvestments in other securities. The trading costs associated with portfolio turnover may adversely affect the Series performance.
Securities Selection Risk. There is the possibility that the specific securities held by the Series will underperform the securities held by other funds in the same asset class or the benchmark that is representative of the general performance of the asset class because of the subadvisors choice of portfolio securities.
Value Investing Risk. The Series invests in value stocks. Value stocks are those which are believed to be undervalued in comparison to their peers due to adverse business developments or other factors. The value approach to investing involves the risk that the value of the security will not be recognized for an unexpectedly long period of time, and the risk that the security judged to be undervalued may actually be appropriately priced or even overvalued due to fundamental problems not yet apparent. Value oriented stocks will typically underperform when growth investing is in favor.
Temporary Defensive Strategy
In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the Series may temporarily hold all or a portion of its assets in cash (U.S. dollars, foreign currencies or multi-national currency units), money market instruments, shares of affiliated money market funds, or high-quality debt instruments. As a result, the Series may not achieve its investment objectives.
Calendar Year Annual Total Return
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series performance from year to year over a 10-year period. The table shows how the Series average annual returns compare to those of a broad-based securities market index and a more narrowly based benchmark that reflects the market sectors in which the Series invests. The Series past performance is not necessarily an indication of how the Series will perform in the future. Van Kampen became the subadvisor to the Series on May 1, 2006, and was not responsible for the performance of the Series prior to that time. The Series returns in the chart and table do not reflect the deduction of any separate account or
contract charges. The returns would have been less than those shown if such charges were deducted. During the 10-year period shown in the chart, the highest return for a quarter was 23.63% (quarter ended December 31, 1999) and the lowest return for a quarter was -22.38% (quarter ended December 31, 2008).
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Average Annual Total Returns
(for the period ended 12/31/08) |
1 Year | 5 Years | 10 Years | |||
| Phoenix-Van Kampen Comstock Series | -35.73% | -1.99% | 1.66% | |||
| Russell 1000 ® Value Index 1 | -36.85% | -0.79% | 1.36% | |||
| S&P 500 ® Index 2 | -37.00% | -2.19% | -1.38% |
|
1 |
The Russell 1000 ® Value Index is a market capitalization-weighted index of value-oriented stocks of the 1,000 largest companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. |
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2 |
The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. |
The indices are unmanaged and not available for direct investment;
Series Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Series. The table and the example do not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher. Investors should consult the contract prospectus for more information.
Annual Series Operating Expenses (expenses that are deducted from Series assets)
| Management Fees | 0.70% | |
| Distribution and/or Service (12b-1) Fees | None | |
| Other Expenses | 0.31% | |
| Total Annual Series Operating Expenses 1 | 1.01% | |
| Expense Reimbursements 1 | (0.06%) | |
| Net Annual Series Operating Expenses | 0.95% | |
|
1 |
The figures shown in the table are based on actual expenses paid during the last fiscal year. Expenses are likely to be higher for the current fiscal year given lower asset levels. |
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2 |
The Trust has entered into an expense limitation agreement with the Series investment advisor whereby the investment advisor has agreed to reimburse the |
| 4 | The Phoenix-Van Kampen Comstock Series |
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Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.25% of the Series average net assets. This expense limitation agreement is effective through at least April 30, 2010. |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same, but that the contractual expense reimbursement is in effect only during the first year. The example does not reflect contract fees and charges, and if it did, the costs shown would be higher.
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
| Phoenix-Van Kampen Comstock Series | $103 | $322 | $558 | $1,236 |
Management of the Series
The Advisor and Subadvisor
Phoenix Variable Advisors, Inc. (PVA) is the investment advisor to the Series. Morgan Stanley Investment Management Inc. (Van Kampen) has served as the subadvisor to the Series since May 1, 2006 and is responsible for its day-to-day portfolio management. You will find more information about PVA and Van Kampen in the Management of the Fund section of this prospectus. The SAI provides additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Series.
| The Phoenix-Van Kampen Comstock Series | 5 |
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears under Principal Investment Strategies above. The information below describes other investment strategies that the Series may use and their risks, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI.
One or more of the following risks may apply to the Series indirectly through its investments in other investment companies, including exchange traded funds (ETFs). The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Cash Investments
When the subadvisor believes that market conditions are unfavorable for profitable investing, or is otherwise unable to locate attractive investment opportunities, the Series cash or similar investments may increase. In other words, the Series may not always stay fully invested in stocks. When the Series investments in cash or similar investments increase, it may not participate in market advances or declines to the same extent that it would if the Series was more fully invested in stocks.
Convertible Securities
The Series may invest in convertible securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock of the issuer at a predetermined time(s), price(s) or price formula(s). A convertible security entitles the owner to receive interest paid or accrued on a debt security or dividends paid on preferred stock until the security matures or is converted to common stock. Convertible securities typically have several investment characteristics, such as: (i) yields higher than common stocks but lower than comparable nonconvertible securities; (ii) less fluctuation in value than the underlying common stock, that is, the common stock that the investor receives if he or she converts; and (iii) the potential for capital appreciation if the market price of the underlying common stock increases.
Convertible securities may be subject to redemption at the option of the issuer. If a security is called for redemption, the Series may have to redeem the security, convert it into common stock or sell it to a third party at a price and time that is not beneficial for the Series.
Derivative Investments
The Series may, but need not, enter into various instruments that derive their values from those of specific securities, indexes, currencies or other points of reference for both hedging and non-hedging purposes. Derivatives include, but are not limited to, futures, options, forward contracts, swaps, and structured notes. These derivatives may be used to hedge against the economic impact of adverse changes in the market value of portfolio securities because of changes in securities market prices, interest rates or currencies. The Series engages in derivatives transactions primarily for hedging purposes. The Series may also use derivatives as part of its overall investment
technique to gain or lessen exposure to various securities, markets and currencies. The Series may also use derivative transactions for certain nonhedging purposes, such as seeking to enhance returns.
The Series may invest up to an aggregate of 5% of its total assets in exchange-traded or over-the-counter call and put options on securities, securities indexes and foreign currencies.
Immediately after entering into a futures contract for the receipt or delivery of a security, the value of the securities called for by all of the Series futures contracts (both for receipt and delivery) will not exceed 10% of its total assets.
As a registered investment company, the Series is subject to the Investment Company Act of 1940, related rules, and related SEC and SEC staff positions. Therefore, with respect to certain derivatives, the Series must set aside (referred to sometimes as asset segregation) liquid assets or engage in other SEC or SEC staff approved measures while the derivative contracts are open. For example, with respect to forward commitments and futures contracts that are not contractually required to cash settle, the Series must cover its open positions by setting aside liquid assets equal to the contracts full notional value. With respect to forward commitments and futures contracts that are required to cash settle, however, the Series is permitted to set aside liquid assets in an amount equal to the Series daily mark to market (net) obligations if any (i.e., the Series daily liability if any) rather than the notional value.
Derivatives, including those used to manage risk, are themselves subject to risks of the different markets in which they trade and, therefore, may not serve their intended purpose. These investments may not protect the Series from losses, they may decrease overall return, and they could, in unusual circumstances, expose the Series to losses that could be unlimited. The Series performance may be worse than if it did not make such investments.
If the prices for derivatives and prices in the cash market do not correlate as expected or if expectations about interest rate, exchange rate or general market movements are incorrect, a Series returns may be lower than they would have been if it did not invest in these securities. There is also a risk that the market for reselling derivatives may be limited or nonexistent. A Series could incur unlimited losses if it cannot liquidate its derivatives investments. Decisions about the nature and timing of derivative transactions may result in losses when other investors decisions about the same derivatives result in gains. In addition, some derivatives are subject to the risk that the counterparty to such transaction may not perform as expected.
Equity Equivalent Investments
Equity equivalents include stock index futures contracts and publicly traded index securities. Stock index futures contracts are agreements whereby two parties agree to take or make delivery of an amount of cash based on the value of an index on a specified future date. Investment in index futures contracts allows an investor to participate in the performance of the index without the costs of buying the stocks comprising the index. Equity equivalents may be used for several purposes: (i) to
| 6 | The Phoenix-Van Kampen Comstock Series |
simulate full investment in the underlying index while retaining a cash balance for fund management purposes; (ii) to facilitate trading; (iii) to reduce transaction costs; or (iv) to seek higher investment returns where an equity equivalent is priced more attractively than securities in the index.
Foreign Currency Risk
The Series may invest in securities denominated in foreign currencies. Changes in foreign exchange rates will affect the value of those securities denominated or quoted in currencies other than the U.S. dollar. The forces of supply and demand in the foreign exchange markets determine exchange rates and these forces are in turn affected by a range of economic, political, financial, governmental and other factors. Exchange rate fluctuations can affect the Series net asset value (share price) and dividends either positively or negatively depending upon whether foreign currencies are appreciating or depreciating in value relative to the U.S. dollar. Exchange rates fluctuate over both the short and long terms. In addition, when certain foreign countries experience economic difficulties, there is an increased risk that the foreign government may impose restrictions on the free exchange of its currency.
Emerging Market Risk
The Series may invest in companies located in emerging-market countries and regions. Investment in less-developed countries whose markets are still emerging generally presents risks in greater degree than those presented by investment in foreign issuers based in countries with developed securities markets and more advanced regulatory systems. Prior governmental approval of foreign investments may be required under certain circumstances in some developing countries, and the extent of foreign investment in domestic companies may be subject to limitation in other developing countries. The charters of individual companies in developing countries may impose limitations on foreign ownership to prevent, among other concerns, violation of foreign investment limitations.
The economies of developing countries generally are heavily dependent upon international trade
and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they
Growth Stock Investment Risk
While the subadvisor emphasizes value stocks, the Series may invest in growth stocks. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing companys growth of earnings potential. Also, because growth stocks typically make little or no dividend payments to shareholders, investment return is based on a stocks capital appreciation, making return more dependent on market increases and decreases. Growth stocks are therefore more volatile than non-growth stocks to market changes, tending to rise faster when markets rise and drop more sharply when markets fall. Growth investing will typically underperform when value investing is in favor.
Illiquid Securities
The Series may invest up to 15% of its assets in illiquid securities. An illiquid investment is a security or other position that cannot be disposed of quickly in the normal course of business. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as restricted securities). Securities owned by the Series that are not liquid may be difficult to sell because there may be no active markets for resale and fewer potential buyers. This can make illiquid investments more likely than other types of investments to lose value. In extreme cases it may be impossible to resell them and they can become almost worthless to the Series.
Initial Public Offerings
The Series may invest in equity securities in Initial Public Offerings (IPOs), which typically have less available public information. Investment returns from IPOs may be highly volatile, may be subject to varying patterns of trading volume and these securities may, at times, be difficult to sell. In addition, from time to time, the Series may purchase IPOs and then immediately sell them. This practice will increase portfolio turnover rates and may increase costs, which may negatively affect Series performance.
Investments in Other Investment Companies and Exchange Traded Funds
The Series may invest in securities of other investment companies, including shares of closed-end investment companies, unit investment trusts, and open-end investment companies. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management fees and operating expenses. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value. Others are continuously offered at net asset value, but may also be traded in the secondary market.
The Series may also acquire exchange-traded funds or similar securities in order to achieve market or industry exposure pending direct investments in equity securities. An exchange-traded fund is an investment company the shares of which are continuously offered at net asset value only in large aggregations, but are traded on an exchange in smaller amounts.
Assets invested in other investment companies incur a layering of expenses including operating costs, advisory fees and administrative fees that investors in the Series will indirectly bear.
Over-the-Counter Risk
Over-the-counter (OTC) transactions involve risks in addition to those associated with transactions in securities traded on exchanges. OTC-listed companies may have limited product lines, markets or financial resources. Many OTC stocks trade less frequently and in smaller volume than exchange-listed stocks. The values of these stocks may be more volatile than
| The Phoenix-Van Kampen Comstock Series | 7 |
exchange-listed stocks, and the Series may experience difficulty in buying and selling these stocks at prevailing market prices.
REIT Investment Risk
The Series may invest up to 10% of its total assets in real estate investment trusts (REITs). REITs are pooled investment vehicles which invest primarily in income-producing real estate or real estate related loans. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs also can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.
Investing in REITs involves the risks generally associated with the real estate industry. Risks associated with the real estate industry in general include: (i) possible declines in the value of real estate; (ii) risks related to general and local economic conditions; (iii) possible lack of availability of mortgage funds; (iv) overbuilding; (v) extended vacancies of properties; (vi) increases in competition, property taxes and operating expenses; (vii) changes in zoning laws; (viii) costs of clean-up of and liability for environmental problems; (ix) casualty or condemnation losses; (x) uninsured damages from flood, earthquakes or other natural disasters; (xi) limitations on and variations in rents; (xii) dependency on property management skill; (xiii) the appeal of properties to tenants; and (xiv) changes in interest rates.
Investing in REITs also involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent on the quality of management skills, are not diversified, and are subject to the risks of financing projects.
If the Series invests in new or unseasoned REIT issuers, it may be difficult or impossible for the Series to ascertain the REITs management capabilities and growth prospects, or the value of its underlying assets. REITs whose underlying assets include long-term health care projects, such as nursing, retirement and assisted living homes may be affected by federal regulations concerning the health care industry.
REITs (especially mortgage REITs) are subject to interest rate risks. When interest rates decline, the value of a REITs investment in fixed rate obligations usually rises. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. On the other hand, since interest rates on adjustable rate mortgage loans are reset periodically, yields on a REITs investment in such loans will gradually align themselves to current market interest rates. The value of such investments fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
In addition, investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be more subject to abrupt or erratic price movements than larger capitalization stocks included in the S&P 500 Index.
Small and Medium Market Capitalization Risk
The Series may invest in companies with small and medium capitalizations, which would make the Series more volatile than funds that invest exclusively in companies with larger capitalizations. The smaller companies may be affected to a greater extent than larger companies by changes in general economic conditions and conditions in particular industries. Smaller companies also may be relatively new and not have the same operating history and track record as larger companies. This could make future performance of smaller companies more difficult to predict. Companies with small capitalization are often companies in industries that have recently emerged due to cultural, economic, regulatory or technological developments. Such developments can have a significant positive or negative effect on small capitalization companies and their stock performance. Given the limited operating history and rapidly changing fundamental prospects, investment returns from smaller capitalization companies can be highly volatile. Smaller companies may find their ability to raise capital impaired by their size or lack of operating history. Product lines are often less diversified and subject to competitive threats. Smaller capitalization stocks are subject to varying patterns of trading volume and may, at times, be difficult to sell.
Volatility Risk
This is the risk that performance will be affected by unanticipated events (e.g., significant earnings
PVA is the investment advisor to the Series.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, PVA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. PVA, with the approval of the Trusts Board of Trustees, has selected Van Kampen to serve as subadvisor and perform the day-to-day management of the Series. Van Kampen, subject to the supervision of PVA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
PVA serves as a manager of managers of the Series. In this capacity, PVA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisors needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisors investment programs and results as well as the performance of
| 8 | The Phoenix-Van Kampen Comstock Series |
the subadvisors relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and PVA have received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which PVA is permitted, subject to supervision and approval of the Trusts Board of Trustees, to enter into and materially amend subadvisory agreements without such agreements being approved by the shareholders of the Series. The Trust and PVA therefore have the right to hire, terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PVA has the ultimate responsibility to oversee the subadvisors and recommend their hiring, termination, and replacement.
PVA began operations as an investment advisor in 1999. Serving as the investment advisor for the series of the Trust is PVAs sole business activity. As of December 31, 2008, PVA had $1.67 billion in assets under management. PVA is located at One American Row, Hartford, Connecticut 06102-5056.
Morgan Stanley Investment Management Inc., doing business as Van Kampen, is the subadvisor to the Series. Van Kampens principal place of business is located at 522 Fifth Avenue, New York, NY 10036. As of December 31, 2008, Van Kampen, together with its affiliated asset management companies, had approximately $404 billion in assets under management or supervision.
Fees and Expenses Paid by the Series
For the fiscal year ended December 31, 2008, the Series paid PVA a fee for the investment advisory services it performed at an annual percentage rate of 0.70% of the average daily net assets of the Series.
From its investment advisory fee, PVA, not the Series, pays Van Kampen for the management services it provides to the Series. (Please see the SAI for more information on subadvisory fees.)
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.25% of the Series average net assets. This expense limitation agreement is effective through April 30, 2010.
The Series assets are managed by Van Kampens Multi-Cap Value Team, which consists of portfolio managers and analysts. All portfolio managers who work on the portfolio are responsible for generating investment ideas. Each portfolio manager has
discretion over the sectors they cover. All portfolio managers provide their opinions and ideas with respect to the Series investments. Currently, B. Robert Baker, Jr. is the lead portfolio manager and has ultimate responsibility for the strategy and is the final arbiter on decisions. Effective July 1, 2009, B. Robert Baker, Jr. will no longer be responsible for managing the portfolio. At that time, Messrs. Holt and Leder will become co-lead managers of the portfolio and will be responsible for the execution of the overall strategy of the portfolio. Messrs. Warwick and Armstrong will continue in their roles as co-portfolio managers. The following individuals are primarily responsible for the day-to-day management of the Series:
Devin E. Armstrong, portfolio manager, is a vice president of Van Kampen. He has been associated with Van Kampen since 2004 and has eight years of investment experience. He has sector responsibility for the Basic Materials sector.
B. Robert Baker, Jr., portfolio manager, is a managing director of Van Kampen. He has been associated with Van Kampen since 1991 and has 26 years of investment experience. Mr. Baker has sector responsibility for the Energy, Telecom Services, Utilities and Industrials sectors. As noted above, effective July 1, 2009, Mr. Baker will no longer be responsible for managing the portfolio.
Kevin C. Holt, portfolio manager, is a managing director of Van Kampen. He has been associated with Van Kampen since 1999 and has 16 years of investment experience. He has sector responsibility for the Consumer Staples, Consumer Discretionary sectors.
Jason S. Leder, portfolio manager, is a managing director of Van Kampen. He has been associated with Van Kampen since 1995 and has 16 years of investment experience. He has sector responsibility for the Financials and Technology sectors.
James N. Warwick, portfolio manager, is a vice president of Van Kampen. He has been associated with Van Kampen since 2002 and has 14 years of investment experience. He has sector responsibility for the Cash Management sector.
More About the Trust and the Series
The Trust was organized as a Massachusetts business trust on February 18, 1986. The Trusts business and affairs are managed by its Board of Trustees.
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. The Trust is not required to hold annual shareholder meetings.
| The Phoenix-Van Kampen Comstock Series | 9 |
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the separate accounts as shareholders of a Massachusetts business trust such as the Trust may be liable for debts or claims against the Trust. The Declaration of Trust provides that shareholders shall not be subject to any personal liability for the acts or obligations of the Trust and that every written agreement, undertaking or obligation made or issued by the Trust shall contain a provision to that effect. The Declaration of Trust provides for indemnification out of the Trusts property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of the separate accounts, as shareholders, incurring loss because of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Insurance Companies are the sole shareholders of the Trust, and contract owners and policy owners are fully and completely insulated from the risk of personal liability.
The Trust intends for the Series to qualify as a regulated investment company (a RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of Federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any Federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value
of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the contracts, please see the contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
| v |
dilution of the interests of long-term investors, if market timers or others transfer into a fund at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
| v |
an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
| v |
increased brokerage and administrative expenses. |
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the Insurance Companies and not the contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by contract owners. Therefore, under the Trusts policies, the Trust delegates to each Insurance Company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the Insurance Company may deem necessary to discourage or reduce Disruptive Trading activities. An Insurance Company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate
| 10 | The Phoenix-Van Kampen Comstock Series |
account through which contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each Insurance Company under which the Insurance Companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each Insurance Company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the Insurance Companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Shares of the Series are not available to the public directly. Although shares of the Series are owned by the Separate Accounts, contract owners and policy owners do have indirect voting rights with respect to those shares, as described in the prospectus under Shares of Beneficial Interest. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an Insurance Company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate Insurance Company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined with no sales load.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the contracts or
Determination of Net Asset Value
The net asset value per share of the Series is determined as of the close of regular trading of the NYSE on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series net asset value may be significantly affected on days when an investor has no access to the Series. The net asset value per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities
are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the net asset value of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to materially change the net asset value, then the instrument would be valued using fair value considerations by the Board or its delegates.
Shares of other investment companies are valued at their respective net asset values. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series net asset value.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Net Asset Value: The liabilities are deducted from the assets of the Series. The resulting amount for the Series is then divided by the number of shares outstanding of that Series to produce the net asset value per share.
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the advisor/subadvisor, reflect the securitys market value; (vii) foreign securities subject to trading collars for which none
| The Phoenix-Van Kampen Comstock Series | 11 |
or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the companys financial statements; (v) recent news about the security or issuer; (vi) changes in interest rates; (vii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (viii) whether two or more dealers with whom the advisor regularly effects trades are willing to purchase or sell the security at comparable prices; (ix) other news events or relevant matters; and (x) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its net asset value (generally,
the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is also available in the SAI.
Legal Proceedings about the Series and PVA and/or its Affiliates
The Trust is not involved in any litigation or arbitration. PVA and/or its insurance affiliates (Phoenix) are regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming Phoenix as a defendant ordinarily involves our activities as an insurer, investor, or taxpayer. Phoenix believes that the outcomes of any pending litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on Phoenixs consolidated financial condition. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on Phoenixs results of operations or cash flows in particular quarterly or annual periods.
| 12 | The Phoenix-Van Kampen Comstock Series |
The financial highlights table provided below is intended
to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost)
on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This
information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and
Phoenix-Van Kampen Comstock Series
|
Year Ended December 31, |
|||||||||||||||||||
|
2008 |
2007 |
2006 |
2005 |
2004 |
|||||||||||||||
|
Net asset value, beginning of period |
$12.49 | $ | 13.71 | $ | 13.73 | $ | 13.18 | $ | 11.77 | ||||||||||
|
Income from investment operations |
|||||||||||||||||||
|
Net investment income (loss) 1 |
0.22 | 0.23 | 0.22 | 0.16 | 0.11 | ||||||||||||||
|
Net realized and unrealized gain (loss) |
(4.61 | ) | (0.51 | ) | 2.65 | 0.55 | 1.41 | ||||||||||||
|
Total from investment operations |
(4.39 | ) | (0.28 | ) | 2.87 | 0.71 | 1.52 | ||||||||||||
|
Less distributions |
|||||||||||||||||||
|
Dividends from net investment income |
(0.19 | ) | (0.23 | ) | (0.26 | ) | (0.16 | ) | (0.11 | ) | |||||||||
|
Dividends from net realized gains |
(0.22 | ) | (0.71 | ) | (2.63 | ) | (0.00 | ) | (0.00 | ) | |||||||||
|
Total distributions |
(0.41 | ) | (0.94 | ) | (2.89 | ) | (0.16 | ) | (0.11 | ) | |||||||||
|
Change in net asset value |
(4.80 | ) | (1.22 | ) | (0.02 | ) | 0.55 | 1.41 | |||||||||||
|
Net asset value, end of period |
$ 7.69 | $ | 12.49 | $ | 13.71 | $ | 13.73 | $ | 13.18 | ||||||||||
|
Total return |
(35.73 | )% | (2.22 | )% | 20.90 | % | 5.43 | % | 12.91 | % | |||||||||
|
Ratios/supplemental data: |
|||||||||||||||||||
|
Net assets, end of period (thousands) |
$43,845 | $87,372 | $108,209 | $106,716 | $134,224 | ||||||||||||||
|
Ratio to average net assets of: |
|||||||||||||||||||
|
Net operating expenses |
0.95 | % | 0.95 | % | 0.95 | % | 0.95 | % | 0.95 | % | |||||||||
|
Gross operating expenses |
1.01 | % | 0.96 | % | 1.00 | % | 0.99 | % | 0.98 | % | |||||||||
|
Net investment income |
2.09 | % | 1.61 | % | 1.50 | % | 1.25 | % | 0.92 | % | |||||||||
|
Portfolio turnover |
20 | % | 15 | % | 105 | % | 58 | % | 91 | % | |||||||||
|
1 |
Computed using average shares outstanding. |
| The Phoenix-Van Kampen Comstock Series | 13 |
The SAI dated May 1, 2009 for the Trust, which includes additional information about the Series, is incorporated by reference into this prospectus. Additional information about the Series investments is available in the Series annual and semi-annual reports to shareholders. The annual report discusses market conditions and investment strategies that significantly affected the Series performance during its last fiscal year. To obtain the SAI, the annual report, semi-annual report and other information without charge and to make shareholder inquires, call the Trust at (800) 541-1071 or visit the Trusts Internet site at http://www.phoenixwm.phl.com/public/products/regulatory/index.jsp.
Information about the Series (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C. Reports and other information about the Series are available on the EDGAR Database on the Commissions Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-0102 or by electronic request at the following E-mail address: publicinfo@sec.gov. You can call 202-942-8090 for information on the Public Reference Rooms operations and copying charges.
Investment Company Act File No.: 811-04642
| 14 | The Phoenix-Van Kampen Comstock Series |
THE PHOENIX-VAN KAMPEN EQUITY 500 INDEX SERIES
| PROSPECTUS | May 1, 2009 |
The Phoenix-Van Kampen Equity 500 Index Series (the Series) is a series of an open-end management investment company with an investment objective of high total return.
Shares of the Series are not directly offered to the public and are currently offered through certain separate accounts (separate accounts) to fund variable accumulation annuity contracts and variable universal life insurance policies (collectively, contracts, and individually, contract) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company (collectively, the insurance companies). You invest in the Series only by buying a contract and directing the allocation of your payment(s) to the investment option (sometimes known as a subaccount) corresponding to the Series. The investment option, in turn, invests in shares of the Series.
Shares of the Series are offered only where they may lawfully be offered. You should rely only on the information contained in this document or in one that this document refers you to. The Series has not authorized anyone to provide you with information that is different.
An investment in the Series is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
This prospectus describes the Series and provides important information you should know before investing in the Series. You should read this prospectus carefully and keep it for future reference.
The Series is a separate investment portfolio or series of the Phoenix Edge Series Fund (the Trust), which currently consists of eighteen such portfolios. The portfolios of the Trust other than the Series are not discussed in this prospectus.
These securities have not been approved or disapproved by the Securities and Exchange Commission (SEC), nor has the SEC determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
| If you have any questions, please contact: |
|
Phoenix Life Insurance Company | ||
| PO Box 8027 | ||||
| Boston, MA 02266-8027 | ||||
|
|
Tel. 800/541-0171 | |||
| The Phoenix-Van Kampen Equity 500 Index Series | 1 |
| Heading | Page | |
|
|
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| Phoenix-Van Kampen Equity 500 Index Series | 3 | |
| Other Investment Strategies and Risks | 5 | |
| Management of the Series | 7 | |
| 7 | ||
| 8 | ||
| 8 | ||
| 8 | ||
| More About the Trust and the Series | 8 | |
| 8 | ||
| Heading | Page | |
| 8 | ||
| 9 | ||
| 9 | ||
| Investing in the Series | 9 | |
| 10 | ||
| 10 | ||
| 10 | ||
| Litigation Matters | 11 | |
| Financial Highlights | 12 | |
| 2 | The Phoenix-Van Kampen Equity 500 Index Series |
Phoenix-Van Kampen Equity 500 Index Series
Investment Objective
High total return.
Principal Investment Strategies
|
v |
Under normal conditions, the Series will invest at least 80% of its assets in common stocks and other equity securities of companies included in the S&P 500 ® Index (S&P 500). The Series policy of investing 80% of its assets in equity securities is not fundamental and, therefore, may be changed without shareholder approval, but only upon 60 days written notice to shareholders. |
| v |
The subadvisor passively manages the Series assets by investing in securities in approximately the same proportions they are represented in the S&P 500. The S&P 500 is a market weighted compilation of 500 common stocks selected on a statistical basis by Standard & Poors Corporation. The S&P 500 is typically composed of issues in the following sectors: consumer discretionary, consumer staples, energy, financials, healthcare, industrials, information technology, materials, telecom services and utilities. As of December 31, 2008, the market capitalization range for the securities in the S&P 500 was $0.48 billion to $406 billion. |
| v |
The subadvisor seeks a correlation between the performance of the Series, before expenses, and that of the S&P 500 Index of 95% or better. A figure of 100% would indicate
|
Principal Risks
The Series investments are subject generally to market risk and the risk of selecting underperforming securities and asset classes, which may adversely affect the Series and lead to loss of principal.
Other principal risks of investing in the Series, which could adversely affect its net asset value, yield and total return, are:
| v |
Equity Securities Risk |
| v |
Index Investment Risk |
| v |
Larger Market Capitalization Risk |
| v |
Market Risk |
The following is a description of each of these principal risks. A description of other risks that may affect the Series is included below under Other Investment Strategies and Risks.
Equity Securities Risk. In general, prices of equity securities are more volatile than those of fixed-income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (changes in inflation or consumer demand, for example) and to events that affect particular issuers (news about the success or failure of a new product, for example).
Index Investment Risk. An investment in the Series is subject to the risk of losing money on the investment and the risk that the Series could under-perform other investments if the value of the S&P 500 goes down. Unlike other funds that do not attempt
to track an index, the Series may not use certain techniques to reduce the risk of loss. For example, the Series generally will not keep any significant portion of its assets in cash. As a result, the Series may go down in value more than an actively managed fund in the event of a general market decline.
In addition, the Series is subject to tracking error risk whereby the returns of the Series deviate from those of the S&P 500. Because the Series incurs fees expenses, such as brokerage commissions, whereas the S&P 500 does not, the Series will tend to underperform the performance of the S&P 500. Other factors that may cause the returns of the Series to deviate from the S&P 500 include the imperfect correlation between the securities held by the Series and those in the S&P 500, rounding of prices, and general changes to the S&P 500 and to regulatory policies that may affect the ability of a Series to achieve close correlation with the S&P 500.
Larger Market Capitalization Risk. Companies with large capitalizations go in and out of favor based on market and economic conditions. Larger companies tend to be less volatile than companies with smaller market capitalizations. In exchange for this potentially lower risk, the value of the Series may not rise as much as the value of a fund that emphasizes companies with smaller market capitalizations.
Market Risk. The value of your shares is based on the market value of the Series investments. However, the value of the Series investments that support your share value can decrease as well as increase. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. If your financial circumstances are likely to require you to sell your shares at any particular time, rather than holding them indefinitely, you run the risk that your sale of shares will occur when share values have declined.
The value of the Series investments can decrease for a number of reasons. For example, changing economic conditions may cause a decline in the value of many or most investments. Particular industries can face poor market conditions for their products or services so that companies engaged in those businesses do not perform as well as companies in other industries. Interest rate changes may improve prospects for certain types of businesses and they may worsen prospects for others. Share values also can decline if the specific companies selected for investment fail to perform as expected, regardless of general economic trends, industry trends, interest rates and other economic factors. When companies owned by the Series encounter negative conditions they may be unable to continue to pay dividends or interest at expected levels.
Calendar Year Annual Total Return
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series performance from year to year over a 10-year period. The table shows how the Series average annual returns compare to those of a broad-based securities market index. The Series past performance is not necessarily an indication of how the Series will perform in the future. Van Kampen became the subadvisor to the Series on May 1, 2006, and was not responsible for the performance of the Series prior to that time.
| The Phoenix-Van Kampen Equity 500 Index Series | 3 |
The Series returns in the chart and table do not reflect the deduction of any separate account or contract charges. The returns would have been less than those shown if such charges were deducted. During the 10-year period shown in the chart, the highest return for a quarter was 13.69% (quarter ended June 30, 2003) and the lowest return for a quarter was -22.11% (quarter ended December 31, 2008).
|
Average Annual Total Returns
(for the period ended 12/31/08) |
1 Year | 5 Years | 10 Years | |||
|
Phoenix-Van Kampen Equity
500 Index Series |
-37.31% | -3.08% | -2.66% | |||
| S&P 500 ® Index 1 | -37.00% | -2.19% | -1.38% |
Series Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Series. The table and the example do not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher. Investors should consult the contract prospectus for more information.
Annual Series Operating Expenses (expenses that are deducted from Series assets)
| Management Fees | 0.30% | |
| Distribution and/or Service (12b-1) Fees | None | |
| Other Expenses | 0.30% | |
| Total Annual Series Operating Expenses 1 | 0.60% | |
| Expense Reimbursements 2 | (0.10%) | |
| Net Annual Series Operating Expenses | 0.50% | |
|
1 |
The figures shown in the table are based on actual expenses paid during the last fiscal year. Expenses are likely to be higher for the current fiscal year given lower asset levels. |
|
2 |
The Trust has entered into an expense limitation agreement with the Series investment advisor whereby the investment advisor has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.20% of the Series average net assets. This expense limitation agreement is effective through at least April 30, 2010. |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same, but that the contractual expense reimbursement is in effect only during the first year. The example does not reflect contract fees and charges, and if it did, the costs shown would be higher.
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
| Phoenix-Van Kampen Equity 500 Index Series | $61 | $192 | $335 | $750 |
Management of the Series
The Advisor and Subadvisor
Phoenix Variable Advisors, Inc. (PVA) is the investment advisor to the Series. Morgan Stanley Investment Management Inc. (Van Kampen) has served as the subadvisor to the Series since May 1, 2006 and is responsible for its day-to-day portfolio management. You will find more information about PVA and Van Kampen in the Management of the Fund section of this prospectus. The SAI provides additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Series.
| 4 | The Phoenix-Van Kampen Equity 500 Index Series |
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears under Principal Investment Strategies above. The information below describes other investment strategies that the Series may use and their risks, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI.
One or more of the following risks may apply to the Series indirectly through its investments in other investment companies or ETFs. The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Derivative Investments
The Series may, but need not, enter into various instruments that derive their values from those of specific securities, indexes, currencies or other points of reference for both hedging and non-hedging purposes. Derivatives include, but are not limited to, futures, options, forward contracts, swaps, and structured notes. These derivatives may be used to hedge against the economic impact of adverse changes in the market value of portfolio securities because of changes in securities market prices, interest rates or currencies. The Series engages in derivatives transactions primarily for hedging purposes. The Series may also use derivatives as part of its overall investment technique to gain or lessen exposure to various securities, markets and currencies. The Series may also use derivative transactions for certain nonhedging purposes, such as seeking to enhance returns.
The Series may invest up to an aggregate of 5% of its total assets in exchange-traded or over-the-counter call and put options on securities, securities indexes and foreign currencies.
Immediately after entering into a futures contract for the receipt or delivery of a security, the value of the securities called for by all of the Series futures contracts (both for receipt and delivery) will not exceed 10% of its total assets.
As a registered investment company, the Series is subject to the Investment Company Act of 1940, related rules, and related SEC and SEC staff positions. Therefore, with respect to certain derivatives, the Series must set aside (referred to sometimes as asset segregation) liquid assets or engage in other SEC or SEC staff approved measures while the derivative contracts are open. For example, with respect to forward commitments and futures contracts that are not contractually required to cash settle, the Series must cover its open positions by setting aside liquid assets equal to the contracts full notional value. With respect to forward commitments and futures contracts that are required to cash settle, however, the Series is permitted to set aside liquid assets in an amount equal to the Series daily mark to market (net) obligations if any (i.e., the Series daily liability if any) rather than the notional value.
Derivatives, including those used to manage risk, are themselves subject to risks of the different markets in which they trade and, therefore, may not serve their intended purpose. These investments may not protect the Series from losses, they
may decrease overall return, and they could, in unusual circumstances, expose the Series to losses that could be unlimited. The Series performance may be worse than if it did not make such investments.
If the prices for derivatives and prices in the cash market do not correlate as expected or if expectations about interest rate, exchange rate or general market movements are incorrect, a Series returns may be lower than they would have been if it did not invest in these securities. There is also a risk that the market for reselling derivatives may be limited or nonexistent. A Series could incur unlimited losses if it cannot liquidate its derivatives investments. Decisions about the nature and timing of derivative transactions may result in losses when other investors decisions about the same derivatives result in gains. In addition, some derivatives are subject to the risk that the counterparty to such transaction may not perform as expected.
Equity Equivalent Investments
Equity equivalents include stock index futures contracts and publicly traded index securities. Stock index futures contracts are agreements whereby two parties agree to take or make delivery of an amount of cash based on the value of an index on a specified future date. Investment in index futures contracts allows an investor to participate in the performance of the index without the costs of buying the stocks comprising the index. Equity equivalents may be used for several purposes: (i) to simulate full investment in the underlying index while retaining a cash balance for fund management purposes; (ii) to facilitate trading; (iii) to reduce transaction costs; or (iv) to seek higher investment returns where an equity equivalent is priced more attractively than securities in the index.
Foreign Investment Risk
The Series may invest in foreign securities to the extent that a foreign security is included in the S&P 500. Foreign investments could be more difficult to sell than U.S. investments. They also may subject a Series to risks different from investing in domestic securities. Investments in foreign securities involve difficulties in receiving or interpreting financial and economic information, possible imposition of taxes, higher brokerage and custodian fees, possible currency exchange controls or other government restrictions, including possible seizure or nationalization of foreign deposits or assets. Foreign securities may also be less liquid and more volatile than U.S. securities. There may also be difficulty in invoking legal protections across borders.
In attempting to track the S&P 500, the Series will typically only invest in foreign securities that are traded in U.S. securities markets and are denominated in U.S. dollars; shares of some large foreign-based companies are traded on principal U.S. exchanges. These securities are not subject to all the risks of foreign investing. For example, foreign trading market or currency risks will not apply to dollar-denominated securities traded in U.S. securities markets.
Emerging Market Risk. The Series may invest in companies located in emerging-market countries and regions. Investment in less-developed countries whose markets are still emerging generally presents risks in greater degree than those presented
| The Phoenix-Van Kampen Equity 500 Index Series | 5 |
by investment in foreign issuers based in countries with developed securities markets and more advanced regulatory systems. Prior governmental approval of foreign investments may be required under certain circumstances in some developing countries, and the extent of foreign investment in domestic companies may be subject to limitation in other developing countries. The charters of individual companies in developing countries may impose limitations on foreign ownership to prevent, among other concerns, violation of foreign investment limitations.
The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been (and may continue to be) adversely affected by economic conditions in these countries.
Growth Stock Investment Risk
The Series may invest in growth stocks. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing companys growth of earnings potential. Also, because growth stocks typically make little or no dividend payments to shareholders, investment return is based on a stocks capital appreciation, making return more dependent on market increases and decreases. Growth stocks are therefore more volatile than non-growth stocks to market changes, tending to rise faster when markets rise and drop more sharply when markets fall. Growth investing will typically underperform when value investing is in favor.
Illiquid Securities
The Series may invest up to 15% of its assets in illiquid securities. An illiquid investment is a security or other position that cannot be disposed of quickly in the normal course of business. For example, some securities are not registered under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as restricted securities). Securities owned by the Series that are not liquid may be difficult to sell because there may be no active markets for resale and fewer potential buyers. This can make illiquid investments more likely than other types of investments to lose value. In extreme cases it may be impossible to resell them and they can become almost worthless to the Series.
Interest Rate Risk (for income-producing equity securities)
Income producing equity securities may react like fixed-income securities to changes in interest rates. Thus, when interest rates rise, the prices of income-producing equity securities may fall. Conversely, a decrease in interest rates may cause these securities to increase in value.
Investments in Other Investment Companies including Exchange Traded Funds. The Series may invest in securities of other investment companies, including exchange traded funds (ETFs). An ETF is an investment company, the shares of which
are continuously offered at net asset value only in large aggregations, but are traded on an exchange in smaller amounts. The Series may acquire ETFs or similar securities in order to achieve market or industry exposure pending direct investments in equity securities.
Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management fees and operating expenses.
Market Trading Risk
The shares of an underlying fund that is an ETF may trade at a premium or discount to their net asset value. In other words, the market value of such an underlying fund may differ from the shares net asset value. The net asset value of underlying fund shares fluctuates with changes in the market value of the funds holdings, while the trading price of shares of underlying funds that are ETFs fluctuates with changes in market supply and demand as well as changes in net asset value.
Over-the-Counter Risk
Over-the-counter (OTC) transactions involve risks in addition to those associated with transactions in securities traded on exchanges. OTC-listed companies may have limited product lines, markets or financial resources. Many OTC stocks trade less frequently and in smaller volume than exchange-listed stocks. The values of these stocks may be more volatile than exchange-listed stocks, and the Series may experience difficulty in buying and selling these stocks at prevailing market prices.
REIT Investment Risk
The Series may invest in Real Estate Investment Trusts (REITs). REITs are pooled investment vehicles which invest primarily in income-producing real estate or real estate related loans. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs also can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.
Investing in REITs involves the risks generally associated with the real estate industry. Risks associated with the real estate industry in general include: (i) possible declines in the value of real estate; (ii) risks related to general and local economic conditions; (iii) possible lack of availability of mortgage funds; (iv) overbuilding; (v) extended vacancies of properties; (vi) increases in competition, property taxes and operating expenses; (vii) changes in zoning laws; (viii) costs of clean-up of and liability for environmental problems; (ix) casualty or condemnation losses; (x) uninsured damages from flood, earthquakes or other natural disasters; (xi) limitations on and variations in rents; (xii) dependency on property management skill; (xiii) the appeal of properties to tenants; and (xiv) changes in interest rates.
| 6 | The Phoenix-Van Kampen Equity 500 Index Series |
Investing in REITs also involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent on the quality of management skills, are not diversified, and are subject to the risks of financing projects.
If the Series invests in new or unseasoned REIT issuers, it may be difficult or impossible for the Series to ascertain the REITs management capabilities and growth prospects, or the value of its underlying assets. REITs whose underlying assets include long-term health care projects, such as nursing, retirement and assisted living homes may be affected by federal regulations concerning the health care industry.
REITs (especially mortgage REITs) are subject to interest rate risks. When interest rates decline, the value of a REITs investment in fixed rate obligations usually rises. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. On the other hand, since interest rates on adjustable rate mortgage loans are reset periodically, yields on a REITs investment in such loans will gradually align themselves to current market interest rates. The value of such investments fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
In addition, investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be more subject to abrupt or erratic price movements than larger capitalization stocks included in the S&P 500 Index.
Repurchase Agreements
The Series may invest in repurchase agreements. A repurchase agreement is a transaction where the Series buys a security from a seller and the seller agrees to buy that same security back at an agreed upon date and price. If a seller of a repurchase agreement defaults and does not repurchase the underlying securities, the Series may incur a loss if the value of the underlying securities declines. Disposition costs may be incurred in connection with liquidating the underlying securities. If the seller enters into bankruptcy, the Series may never receive the purchase price or it may be delayed or limited.
Small and Medium Market Capitalization Risk
The Series may invest in companies with small and medium capitalizations, which would make the Series more volatile than funds that invest exclusively in companies with larger capitalizations. The smaller companies may be affected to a greater extent than larger companies by changes in general economic conditions and conditions in particular industries. Smaller companies also may be relatively new and not have the same operating history and track record as larger companies. This could make future performance of smaller companies more difficult to predict. Companies with small capitalization are often companies in industries that have recently emerged due to
cultural, economic, regulatory or technological developments. Such developments can have a significant positive or negative effect on small capitalization companies
and their stock performance. Given the limited operating history and rapidly changing fundamental prospects, investment returns from smaller capitalization companies can be highly volatile. Smaller companies may find their ability to raise capital
impaired by their size or lack of operating history. Product lines are often less diversified and subject to competitive threats. Smaller capitalization stocks are subject to varying patterns of trading volume and may, at times, be difficult to
Value Investing Risk
The Series may invest in value stocks. Value stocks are those which are believed to be undervalued in comparison to their peers due to adverse business developments or other factors. The value approach to investing involves the risk that the value of the security will not be recognized for an unexpectedly long period of time, and the risk that the security judged to be undervalued may actually be appropriately priced or even overvalued due to fundamental problems not yet apparent. Value oriented stocks will typically underperform when growth investing is in favor.
Volatility Risk
This is the risk that performance will be affected by unanticipated events (e.g., significant earnings shortfalls or gains, war, or political events) that cause major price changes in individual securities or market sectors.
PVA is the investment advisor to the Series.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, PVA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. PVA, with the approval of the Trusts Board of Trustees, has selected Van Kampen to serve as subadvisor and perform the day-to-day management of the Series. Van Kampen, subject to the supervision of PVA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
PVA serves as a manager of managers of the Series. In this capacity, PVA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisors needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisors investment programs and results as well as the performance of the subadvisors relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and PVA have received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which PVA is permitted, subject to supervision and approval of the Trusts Board of Trustees, to enter into and materially amend
| The Phoenix-Van Kampen Equity 500 Index Series | 7 |
subadvisory agreements without such agreements being approved by the shareholders of the Series. The Trust and PVA therefore have the right to hire, terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PVA has the ultimate responsibility to oversee the subadvisors and recommend their hiring, termination, and replacement.
PVA began operations as an investment advisor in 1999. Serving as the investment advisor for the series of the Trust is PVAs sole business activity. As of December 31, 2008, PVA had $1.67 billion in assets under management. PVA is located at One American Row, Hartford, Connecticut 06102-5056.
Morgan Stanley Investment Management Inc., doing business as Van Kampen, is the subadvisor to the Series. Van Kampens principal place of business is located at 522 Fifth Avenue, New York, NY 10036. As of December 31, 2008, Van Kampen, together with its affiliated asset management companies, had approximately $404 billion in assets under management or supervision.
Fees and Expenses Paid by the Series
For the fiscal year ended December 31, 2008, the Series paid PVA a fee for the investment advisory services it performed at an annual percentage rate of 0.30% of the average daily net assets of the Series.
From its investment advisory fee, PVA, not the Series, pays Van Kampen for the management services it provides to the Series. (Please see the SAI for more information on subadvisory fees.)
The Trust has entered into an expense limitation agreement with PVA whereby PVA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding advisory and management fees, Rule 12b-1 fees, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) to the extent that such expenses exceed 0.20% of the Series average net assets. This
The Series is managed within the Systematic Strategies team. The team consists of portfolio managers and analysts. Members of the team collaborate to manage the assets of the Series and are responsible for the overall management of the Series. Current members of the team jointly and primarily responsible for the day-to-day management of the Series portfolio are Hooman Yaghoobi and Teimur Abasov.
| v |
Hooman Yaghoobi, an Executive Director of Van Kampen, has been associated with the subadvisor since July 1995 and began managing the Series in October 2007. |
| v |
Teimur Abasov, a Vice President of Van Kampen, has been associated with the subadvisor in an investment management |
|
capacity since March 2005 and began managing the Series in October 2007. Prior to March 2005, Mr. Abasov was a professor at the University of California, Irvine. |
More About the Trust and the Series
The Trust was organized as a Massachusetts business trust on February 18, 1986. The Trusts business and affairs are managed by its Board of Trustees.
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Unlike the stockholders of a corporation, there is a possibility that the separate accounts as shareholders of a Massachusetts business trust such as the Trust may be liable for debts or claims against the Trust. The Declaration of Trust provides that shareholders shall not be subject to any personal liability for the acts or obligations of the Trust and that every written agreement, undertaking or obligation made or issued by the Trust shall contain a provision to that effect. The Declaration of Trust provides for indemnification out of the Trusts property for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of the separate accounts, as shareholders, incurring loss because of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Insurance Companies are
| 8 | The Phoenix-Van Kampen Equity 500 Index Series |
the sole shareholders of the Trust, and contract owners and policy owners are fully and completely insulated from the risk of personal liability.
The Trust intends for the Series to qualify as a regulated investment company (a RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of Federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any Federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the contracts, please see the contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
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dilution of the interests of long-term investors, if market timers or others transfer into a fund at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
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an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
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increased brokerage and administrative expenses. |
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the Insurance Companies and not the contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by contract owners. Therefore, under the Trusts policies, the Trust delegates to each Insurance Company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the Insurance Company may deem necessary to discourage or reduce Disruptive Trading activities. An Insurance Company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each Insurance Company under which the Insurance Companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each Insurance Company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the Insurance Companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Shares of the Series are not available to the public directly. Although shares of the Series are owned by the Separate Accounts, contract owners and policy owners do have indirect voting rights with respect to those shares, as described in the prospectus under Shares of Beneficial Interest. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an Insurance Company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate Insurance Company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined with no sales load.
| The Phoenix-Van Kampen Equity 500 Index Series | 9 |
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the contracts or policies are described in the contract prospectuses, as are other charges.
Determination of Net Asset Value
The net asset value per share of the Series is determined as of the close of regular trading of the NYSE on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series net asset value may be significantly affected on days when an investor has no access to the Series. The net asset value per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the net asset value of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to materially change the net asset value, then the instrument would be valued using fair value considerations by the Board or its delegates.
Shares of other investment companies are valued at their respective net asset values. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series net asset value.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the
Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Net Asset Value: The liabilities are deducted from the assets of the Series. The resulting amount for the Series is then divided by the number of shares outstanding of that Series to produce the net asset value per share.
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the advisor/subadvisor, reflect the securitys market value; (vii) foreign securities subject to trading collars for which none or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the companys financial statements; (v) recent news about the security or issuer; (vi) changes in interest rates; (vii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (viii) whether two or more dealers with whom the advisor regularly effects trades are willing to purchase or sell the security at comparable prices; (ix) other news events or relevant matters; and (x) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and
| 10 | The Phoenix-Van Kampen Equity 500 Index Series |
local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is also available in the SAI.
Legal Proceedings about the Series and PVA and/or its Affiliates
The Trust is not involved in any litigation or arbitration. PVA and/or its insurance affiliates (Phoenix) are regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming Phoenix as a defendant ordinarily involves our activities as an insurer, investor, or taxpayer. Phoenix believes that the outcomes of any pending litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on Phoenixs consolidated financial condition. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on Phoenixs results of operations or cash flows in particular quarterly or annual periods.
| The Phoenix-Van Kampen Equity 500 Index Series | 11 |
The financial highlights table provided below is intended
to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost)
on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This
information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and
Phoenix-Van Kampen Equity 500 Index Series
|
Year Ended December 31, |
||||||||||||||||||||
|
2008 |
2007 |
2006 |
2005 |
2004 |
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|
Net asset value, beginning of period |
$ | 13.21 | $ | 12.77 | $ | 11.32 | $ | 11.05 | $ | 10.21 | ||||||||||
|
Income from investment operations |
||||||||||||||||||||
|
Net investment income (loss) |
0.20 | 1 | 0.18 | 1 | 0.16 | 0.13 | 0.15 | |||||||||||||
|
Net realized and unrealized gain (loss) |
(5.11 | ) | 0.44 | 1.44 | 0.28 | 0.84 | ||||||||||||||
|
Total from investment operations |
(4.91 | ) | 0.62 | 1.60 | 0.41 | 0.99 | ||||||||||||||
|
Less distributions |
||||||||||||||||||||
|
Dividends from net investment income |
(0.19 | ) | (0.18 | ) | (0.15 | ) | (0.14 | ) | (0.15 | ) | ||||||||||
|
Dividends from net realized gains |
(0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||||
|
Total distributions |
(0.19 | ) | (0.18 | ) | (0.15 | ) | (0.14 | ) | (0.15 | ) | ||||||||||
|
Change in net asset value |
(5.10 | ) | 0.44 | 1.45 | 0.27 | 0.84 | ||||||||||||||
|
Net asset value, end of period |
$ | 8.11 | $ | 13.21 | $ | 12.77 | $ | 11.32 | $ | 11.05 | ||||||||||
|
Total return |
(37.31 | )% | 4.87 | % | 14.21 | % | 3.69 | % | 9.84 | % | ||||||||||
|
Ratios/supplemental data: |
||||||||||||||||||||
|
Net assets, end of period (thousands) |
$64,174 | $123,644 | $142,346 | $105,058 | $119,629 | |||||||||||||||
|
Ratio to average net assets of: |
||||||||||||||||||||
|
Net operating expenses |
0.50 | % | 0.58 | % | 0.63 | % 2 | 0.65 | % | 0.65 | % | ||||||||||
|
Gross operating expenses |
0.65 | % | 0.73 | % | 0.77 | % | 0.72 | % | 0.72 | % | ||||||||||
|
Net investment income |
1.78 | % | 1.34 | % | 1.36 | % | 1.22 | % | 1.44 | % | ||||||||||
|
Portfolio turnover |
11 | % | 3 | % | 74 | % | 14 | % | 22 | % | ||||||||||
|
1 |
Computed using average shares outstanding. |
|
2 |
Represents a blended net operating expense ratio. |
| 12 | The Phoenix-Van Kampen Equity 500 Index Series |
The SAI dated May 1, 2009 for the Trust, which includes additional information about the Series, is incorporated by reference into this prospectus. Additional information about the Series investments is available in the Series annual and semi-annual reports to shareholders. The annual report discusses market conditions and investment strategies that significantly affected the Series performance during its last fiscal year. To obtain the SAI, the annual report, semi-annual report and other information without charge and to make shareholder inquires, call the Trust at (800) 541-1071 or visit the Trusts Internet site at http://www.phoenixwm.phl.com/public/products/regulatory/index.jsp.
Information about the Series (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C. Reports and other information about the Series are available on the EDGAR Database on the Commissions Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission, Washington, D.C. 20549-0102 or by electronic request at the following E-mail address: publicinfo@sec.gov. You can call 202-942-8090 for information on the Public Reference Rooms operations and copying charges.
Investment Company Act File No.: 811-04642
| The Phoenix-Van Kampen Equity 500 Index Series | 13 |
PART B
THE PHOENIX EDGE SERIES FUND
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Home Office: c/o CT Corporation System |
Phoenix Life Insurance Company | |||
| 155 Federal Street | PO Box 8027 | |||
| Boston, MA 02110 | Boston, MA 02266-8027 |
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STATEMENT OF ADDITIONAL INFORMATION |
May 1, 2009 |
This Statement of Additional Information (SAI) is not a prospectus. Much of the information contained in this SAI expands upon subjects discussed in the current prospectus for The Phoenix Edge Series Fund (the Trust). Accordingly, the SAI should be read together with the prospectus, which may be obtained free of charge by calling 800/541-0171 or by writing to Phoenix Life Insurance Company (Phoenix) at the address above. The financial statements can be found in the Trusts Annual and Semiannual Reports to shareholders, which are incorporated by reference into this SAI. Copies of the Annual and Semiannual Reports have been delivered to shareholders and are available without charge, upon request by calling 800/541-0171. The contents of this SAI are incorporated by reference into the prospectus in their entirety. The Series of the Trust include the following:
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Ø Phoenix Capital Growth Series Ø Phoenix Growth and Income Series Ø Phoenix Mid-Cap Growth Series Ø Phoenix Mid-Cap Value Series Ø Phoenix Money Market Series Ø Phoenix Multi-Sector Fixed Income Series Ø Phoenix Multi-Sector Short Term Bond Series Ø Phoenix Small-Cap Growth Series Ø Phoenix Small-Cap Value Series |
Ø Phoenix Strategic Allocation Series Ø Phoenix-Aberdeen International Series Ø Phoenix-Duff & Phelps Real Estate Securities Series Ø Phoenix Dynamic Asset Allocation Series: Aggressive Growth* Ø Phoenix Dynamic Asset Allocation Series: Growth* Ø Phoenix Dynamic Asset Allocation Series: Moderate* Ø Phoenix Dynamic Asset Allocation Series: Moderate Growth* Ø Phoenix-Van Kampen Comstock Series Ø Phoenix-Van Kampen Equity 500 Index Series |
| * | The four Phoenix Dynamic Asset Allocation Series (Aggressive Growth, Growth, Moderate and Moderate Growth) are referred to in this SAI collectively as the Phoenix Dynamic Series. |
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Appendix B Investment Management and Subadvisor Proxy Policy and Procedures |
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1
The Trust is an open-end, management investment company as defined in the Investment Company Act of 1940, as amended (the 1940 Act). It was formed on February 18, 1986 as a Massachusetts business trust and commenced operations on December 5, 1986. All of the Series described in this SAI are classified as diversified under the 1940 Act, except for the Phoenix-Duff & Phelps Real Estate Securities Series, which is non-diversified. Shares in each Series of the Trust are available to the following insurance companies:
Ø Phoenix Life Insurance Company;
Ø PHL Variable Insurance Company (PHL Variable); and
Ø Phoenix Life and Annuity Company (PLAC).
The executive offices of Phoenix, PHL Variable and PLAC are located at One American Row, P.O. Box 5056, Hartford, Connecticut 06102-5056.
Permitted Investments and Risk Factors
The investment objectives, principal investment strategies and principal risks are set forth in the prospectus. The following supplements that information.
The four Phoenix Dynamic Asset Allocation Series (Phoenix Dynamic Series) invest primarily in other investment companies and cash and cash equivalents. For additional information with respect to the Phoenix Dynamic Series, please see the section titled, Investments in Other Investment Companies. All of the Series described in this SAI (except the Phoenix Dynamic Series) which invest primarily in other investment companies) may invest in the following investments unless specifically noted otherwise. Additional information detailing investment policies that apply to one or more individual Series is set forth below and is intended to supplement information in the prospectus. Any percentage limitations noted are based on market value at the time of investment.
Unless otherwise stated in the prospectus, many investment techniques are discretionary. That means the advisors or subadvisors may elect to engage or not engage in the various techniques at their sole discretion. Investors should not assume that any particular discretionary investment technique or strategy will be employed at all times, or ever employed.
Bankers Acceptances
A bankers acceptance is a time draft drawn on a commercial bank by a borrower usually in connection with an international commercial transaction (to finance the import, export, transfer or storage of goods). The borrower, as well as the bank, is liable for payment, and the bank unconditionally guarantees to pay the draft at its face amount on the maturity date. Most acceptances have maturities of six months or less and are traded in secondary markets prior to maturity.
Brady Bonds
Brady Bonds are securities created through the exchange of existing commercial bank loans to public and private entities in
certain emerging markets for new bonds in connection with debt restructurings under a debt restructuring plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady (the Brady Plan). Brady Plan debt restructurings have been implemented to date in Argentina, Brazil, Bulgaria, Costa Rica, Croatia, Dominican Republic, Ecuador, Jordan, Mexico, Morocco, Nigeria, Panama, Peru, the Philippines, Poland, Slovenia, Uruguay and Venezuela. Brady Bonds have been issued only recently, and for that reason do not have a long payment history. Brady Bonds may be collateralized or uncollateralized, are issued in various currencies (but primarily the U.S. dollar) and are actively traded in over-the-counter secondary markets. U.S. dollar-denominated, collateralized Brady Bonds, which may be fixed rate bonds or floating-rate bonds, are generally collateralized in full as to principal by U.S. Treasury zero coupon bonds having the same maturity as the bonds. Brady Bonds are often viewed as having three or four valuation components: the collateralized repayment of principal at final maturity; the collateralized interest payments; the uncollateralized interest payments; and any uncollateralized repayment of principal at maturity (these uncollateralized amounts constituting the residual risk). In light of the residual risk of Brady Bonds and the history of defaults of countries issuing Brady Bonds with respect to commercial bank loans by public and private entities, investments in Brady Bonds may be viewed as speculative.
Certificates of Deposit
Certificates of deposit are generally short-term, interest-bearing negotiable certificates issued by banks or savings and loan associations against funds deposited in the issuing institution.
Commercial Bank Obligations
For the purposes of each Series investment policies with respect to bank obligations, obligations of foreign branches of U.S. banks and of foreign banks are obligations of the issuing bank and may be general obligations of the parent bank. Such obligations, however, may be limited by the terms of a specific obligation and by government regulation. As with investment in non-U.S. securities in general, investments in the obligations of foreign branches of U.S. banks and of foreign banks may subject the Series to investment risks that are different in some respects from those of investments in obligations of domestic issuers. Although a Series typically will acquire obligations issued and supported by the credit of U.S. or foreign banks having total assets at the time of purchase of $1 billion or more, this $1 billion figure is not an investment policy or restriction of any Series. For the purposes of calculation with respect to the $1 billion figure, the assets of a bank will be deemed to include the assets of its U.S. and non-U.S. branches.
Commercial Paper
Commercial paper refers to short-term, unsecured promissory notes issued by corporations to finance short-term credit needs. Commercial paper is usually sold on a discount basis and has maturity at the time of issuance not exceeding nine months.
Convertible Securities
A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a
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prescribed amount of common stock of the same or a different issuer within a particular period of time at a specific price or formula. A convertible security entitles the holder to receive interest generally paid or accrued on debt or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities have several unique investment characteristics such as (1) higher yields than common stocks, but lower yields than comparable nonconvertible securities, (2) a lesser degree of fluctuation in value then the underlying stock since they have fixed income characteristics and (3) the potential for capital appreciation if the market price of the underlying common stock increases. Up to 5% of each Series assets may be invested in convertible securities that are rated below investment grade (commonly referred to as junk securities). Such securities present greater credit and market risks than investment grade securities. A convertible security might be subject to redemption at the option of the issuer at a price established in the convertible securitys governing instrument. If a convertible security held by a Series is called for redemption, the Series may be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party.
Corporate Asset-Backed Securities
Corporate asset-backed securities, issued by trusts and special purpose corporations, are backed by a pool of assets, such as credit card and automobile loan receivables, representing the obligations of a number of different parties. These securities present certain risks. For instance, in the case of credit card receivables, these securities may not have the benefit of any security interest in the related collateral. Credit card receivables are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. Most issuers of automobile receivables permit the servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related automobile receivables. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have a proper security interest in all of the obligations backing such receivables. Therefore, there is the possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities. The underlying assets (e.g., loans) are also subject to prepayments which shorten the securities weighted average life and may lower their return.
Corporate asset-backed securities are backed by a pool of assets representing the obligations of a number of different parties. To lessen the effect of failures by obligors on underlying assets to make payments, the securities may contain elements of credit support which fall into two categories: (i) liquidity protection and (ii) protection against losses resulting from ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that the receipt of payments on the
underlying pool occurs in a timely fashion. Protection against losses resulting from ultimate default ensures payment through insurance policies or letters of credit obtained by the issuer or sponsor from third parties. The Series will not pay any additional or separate fees for credit support. The degree of credit support provided for each issue is generally based on historical information respecting the level of credit risk associated with the underlying assets. Delinquency or loss in excess of that anticipated or failure of the credit support could adversely affect the return on an investment in such a security.
Corporate Securities
The Series may invest in debt securities, such as convertible and non-convertible bonds, notes and debentures, issued by corporations, limited partnerships and other similar entities.
Debt Securities
The value of a Series investments in debt securities will change as interest rates fluctuate. When interest rates decline, the values of such securities generally can be expected to increase, and when interest rates rise, the values of such securities generally can be expected to decrease. The lower-rated and comparable unrated debt securities described above are subject to greater risks of loss of income and principal than are higher-rated fixed income securities. The market value of lower-rated securities generally tends to reflect the markets perception of the creditworthiness of the issuer and short-term market developments to a greater extent than is the case with more highly rated securities, which reflect primarily functions in general levels of interest rates.
Depositary Receipts
Each Series may hold foreign securities. Such investments may include American Depositary Receipts (ADRs), American Depositary Shares (ADSs), Global Depositary Receipts (GDRs) and European Depositary Receipts (EDRs). ADRs and ADSs typically are issued by an American bank or trust company and evidence ownership of underlying securities issued by a foreign corporation. EDRs, which are sometimes referred to as Continental Depositary Receipts (CDRs), are issued in Europe typically by foreign banks and trust companies and evidence ownership of either foreign or domestic securities. GDRs are similar to EDRs and are designed for use in several international financial markets. Generally, ADRs and ADSs in registered form are designed for use in United States securities markets and EDRs in bearer form are designed for use in European securities markets. For purposes of a Series investment policies, its investments in ADRs, ADSs, GDRs and EDRs will be deemed to be investments in the underlying foreign equity securities.
ADR facilities may be established as either unsponsored or sponsored. While ADRs issued under these two types of facilities are in some respects similar, there are distinctions between them relating to the rights and obligations of ADR holders and the practices of market participants. A depository may establish an unsponsored facility without participation by (or even necessarily the acquiescence of) the issuer of the deposited securities, although typically the depository requests a letter of non-objection from such issuer prior to the establishment of the
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facility. Holders of unsponsored ADRs generally bear all the costs of such facilities. The depository usually charges fees upon the deposit and withdrawal of the deposited securities, the conversion of dividends into U.S. dollars, the disposition of non-cash distributions and the performance of other services. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited securities or to pass through voting rights to ADR holders with respect to the deposited securities. Sponsored ADR facilities are created in generally the same manner as unsponsored facilities, except that the issuer of the deposited securities enters into a deposit agreement with the depository. The deposit agreement sets out the rights and responsibilities of the issuer, the depository and the ADR holders. With sponsored facilities, the issuer of the deposited securities generally will bear some of the costs relating to the facility (such as dividend payment fees of the depository), although ADR holders continue to bear certain other costs (such as deposit and withdrawal fees). Under the terms of most sponsored arrangements, depositories agree to distribute notices of shareholder meetings and voting instructions, and to provide shareholder communications and other information to the ADR holders at the request of the issuer of the deposited securities. The Series may invest in both sponsored and unsponsored ADRs.
Broker/dealers have recently launched another form of depositary receipt which represents an ownership interest in a pro rata portion of a portfolio of debt securities, which may, or may not, include foreign securities. The issuer may be a custodial receipt account held for the benefit of receipt purchasers or a trust. The custodian/ trust passes principal and interest payments received on the underlying portfolio to the receipt holders and also distributes corporate action notices as well. Receipt holders generally pay an annual administrative/trustee fee and may pay a redemption fee. In addition to risks associated with the underlying portfolio of securities, receipt holders also must consider credit standings of the custodians and broker/dealer sponsors. The receipts are not registered with the Securities and Exchange Commission (SEC) and qualify as Rule 144A securities which may make them more difficult and costly to sell.
Dollar Denominated Foreign Debt Securities
Investing in dollar-denominated foreign debt represents a greater degree of risk than investing in domestic securities, due to less publicly available information, less securities regulation, war or expropriation. Special considerations may include higher brokerage costs and thinner trading markets. Investments in foreign countries could be affected by other factors including extended settlement periods.
Emerging Market Securities
Emerging Markets are those countries or regions with relatively low gross national product per capita compared to the worlds major economies, and those countries or regions with the potential for rapid economic growth (emerging markets). Emerging markets in Asia will include countries: (i) having an emerging stock market as defined by the International Finance Corporation; (ii) with low-to middle-income economies according to the International Bank for Reconstruction and Development (the World Bank); (iii) listed in World Bank publications as
developing; or (iv) determined by the advisor to be an emerging market as defined above. The Series may invest in securities of: (i) companies where the principal securities trading market is an emerging market country; (ii) companies organized under the laws of, and with a principal office in, an emerging market country; or (iii) companies whose principal activities are located in emerging market countries.
The risks of investing in foreign securities may be intensified in the case of investments in emerging markets. Securities of many issuers in emerging markets may be less liquid and more volatile than securities of comparable domestic issuers. Emerging markets also have different clearance and settlement procedures, and in certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Delays in settlement could result in temporary periods when a portion of the assets of the Series is uninvested and no return is earned thereon. The inability of the Series to make intended security purchases due to settlement problems could cause the Series to miss attractive investment opportunities. Inability to dispose of portfolio securities due to settlement problems could result either in losses to the Series due to subsequent declines in value of the portfolio securities or, if the Series has entered into a contract to sell the security, in possible liability to the purchaser. Securities prices in emerging markets can be significantly more volatile than in the more developed nations of the world, reflecting the greater uncertainties of investing in less established markets and economies. In particular, countries with emerging markets may have relatively unstable governments, present the risk of nationalization of businesses, restrictions on foreign ownership or prohibitions of repatriation of assets, and may have less protection of property rights than more developed countries. The economies of countries with emerging markets may be predominantly based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of substantial holdings difficult or impossible at times. Securities of issuers located in countries with emerging markets may have limited marketability and may be subject to more abrupt or erratic price movements.
Certain emerging markets may require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, if deterioration occurs in an emerging markets balance of payments or for other reasons, a country could impose temporary restrictions on foreign capital remittances. The Series could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Series of any restrictions on investments. Investments in certain foreign emerging market debt obligations may be restricted or controlled to varying degrees. These restrictions or controls may at times preclude investment in certain foreign emerging market debt obligations and increase the expenses of the Series.
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Equity Linked Derivatives
The Series may invest in equity-linked derivative products designed to replicate the composition and performance of particular indices. Examples of such products include Standard & Poors Depositary Receipts (SPDRs), World Equity Benchmark Series (WEBs), NASDAQ 100 tracking shares (QQQs), Dow Jones Industrial Average Instruments (DIAMONDS) and Optimized Portfolios as Listed Securities (OPALS). Investments in equity-linked derivatives involve the same risks associated with a direct investment in the types of securities included in the indices such products are designed to track. There can be no assurance that the trading price of the equity-linked derivatives will equal the underlying value of the basket of securities purchased to replicate a particular index or that such basket will replicate the index. Investments in equity-linked derivatives may constitute investments in other investment companies.
Equity Securities
Equity securities include common stocks, preferred stocks and preference stocks; securities such as bonds, warrants or rights that are convertible into stocks; and depositary receipts for those securities. These securities may be listed on securities exchanges, traded in various over-the-counter markets or have no organized market. Investments in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. The value of convertible equity securities is also affected by prevailing interest rates, the credit quality of the issuer and any call provisions. Fluctuations in the value of equity securities in which a Series invests will cause the net asset value of the Series to fluctuate.
Financial Futures and Related Options
The Series may enter into futures contracts on financial instruments (financial futures) for the purchase or sale of debt obligations which are traded on recognized exchanges or boards of trade that are licensed and regulated by the Commodity Futures Trading Commission, and may purchase or sell options on financial futures contracts.
Financial futures contracts consist of interest rate futures contracts, foreign currency futures contracts and securities index futures contracts. An interest rate futures contract obligates the seller of the contract to deliver, and the purchaser to take delivery of, the interest rate securities called for in the contract at a specified future time and at a specified price. A foreign currency futures contract obligates the seller of the contract to deliver, and the purchaser to take delivery of, the foreign currency called for in the contract at a specified future time and at a specified price. A securities index assigns relative values to the securities included in the index, and the index fluctuates with changes in the market values of the securities so included. A securities index futures contract is a bilateral agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to a specified dollar amount times the difference between the index value at the close of the last trading day of the contract and the price at which the futures contract is originally struck. An option on a financial futures contract gives the purchaser the right to assume a position in the contract (a long position if the option is a call and a short position if the
option is a put) at a specified exercise price at any time during the period of the option.
A public market presently exists in interest rate futures contracts covering long-term U.S. Treasury bonds, U.S. Treasury notes, three-month U.S. Treasury bills and GNMA certificates. Securities index futures contracts are currently traded with respect to the S&P 500 and other securities indices. A clearing corporation associated with a board of trade on which a financial futures contract trades assumes responsibility for the completion of transactions and guarantees that open futures contracts will be performed.
A futures contract on a debt obligation is a binding contractual commitment which, if held to maturity, will result in an obligation to make or accept delivery, during a particular month, of obligations having a standard face value and rate of return. By entering into a futures contract for the purchase of a debt obligation, a Series will legally obligate itself to accept delivery of the underlying security and pay the agreed price. Futures contracts are valued at the most recent settlement price, unless such price does not reflect the fair value of the contract, in which case such positions will be valued by or under the direction of the Board of Trustees of the Trust. Positions taken in the futures markets are not normally held to maturity, but are instead liquidated through offsetting transactions which may result in a profit or loss. While futures positions taken by a Series usually would be liquidated in this manner, it may instead make or take delivery of the underlying securities whenever it appears economically advantageous for it to do so.
In contrast to the situation when Series purchase or sell a security, no security is delivered or received by the Series upon the purchase or sale of a financial futures contract. Initially, a Series will be required to deposit in a segregated account with its custodian bank an amount of cash, U.S. Treasury bills or liquid high-grade debt obligations. This amount is known as initial margin and is in the nature of a performance bond or good faith deposit on the contract. The current initial deposit required per contract is approximately 5% of the contract amount. Brokers may establish deposit requirements higher than this minimum. Subsequent payments called variation margin, will be made to and from the account on a daily basis as the price of the futures contract fluctuates. This process is known as marking to market.
The writer of an option on a futures contract is required to deposit margin pursuant to requirements similar to those applicable to futures contracts. Upon exercise of an option on a futures contract, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writers margin account. In the case of a call, this amount will be equal to the amount by which the market price of the futures contract at the time of exercise exceeds, or, in the case of a put, is less than the exercise price of the option on the futures contract. For more information regarding options, see below.
Although financial futures contracts by their terms call for actual delivery or acceptance of securities, in most cases the contracts are closed out before the settlement date without the making or taking of delivery. Closing out is accomplished by effecting an offsetting transaction. Effecting a futures contract purchase for
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the same aggregate amount of securities and the same delivery date closes out a futures contract sale. If the sale price exceeds the offsetting purchase price, the seller immediately would be paid the difference and would realize a gain. If the offsetting purchase price exceeds the sale price, the seller immediately would pay the difference and would realize a loss. Similarly, effecting a futures contract sale for the same securities and the same delivery date closes out a futures contract purchase. If the offsetting sale price exceeds the purchase price, the purchaser would realize a gain, whereas if the purchase price exceeds the offsetting sale price, the purchaser would realize a loss.
A Series may enter into financial futures contracts and related options as a hedge against anticipated changes in the market value of its portfolio securities or securities denominated in a foreign currency. Hedging is the initiation of an offsetting position in the futures market which is intended to minimize the risk associated with a positions underlying securities in the cash market. Hedging is accomplished when an investor takes a position in the futures market opposite to his cash market position. There are two types of hedgeslong (or buying) and short (or selling) hedges. Historically, prices in the futures market have tended to move in concert with cash market prices, and prices in the futures market have maintained a fairly predictable relationship to prices in the cash market. Thus, to a considerable extent, a decline in the market value of securities in a Series portfolio may be protected against by gains realized on futures contracts sales. Similarly, it is possible to protect against an increase in the market price of securities that a Series may wish to buy in the future by purchasing futures contracts.
The purpose of hedging in debt obligations is to establish more certainty than otherwise would be possible in the effective rate of return on portfolio securities. A Series might, for example, take a short position in the futures markets by entering into contracts for the future delivery of securities held by it in order to hedge against an anticipated rise in interest rates that would adversely affect the value of such securities. When hedging of this type is successful, any depreciation in the value of securities will be substantially offset by appreciation in the value of the futures position. On the other hand, a Series might take a long position by entering into contracts for the future purchase of securities. This could be done when the Series anticipates the future purchase of particular debt securities but expects the rate of return then available in the securities market to be less favorable than rates that are currently available in the futures markets.
Transactions in financial futures contracts and related options will be primarily for hedging purposes. In addition, each Series will not purchase or sell any financial futures contract or related option for non-bona fide hedging purposes if, immediately thereafter, the sum of the cash or U.S. Treasury bills committed with respect to its existing futures and related options positions and the premiums paid for related options would exceed 5% of the market value of its total assets. At the time of the purchase of a futures contract or a call option on a futures contract, any asseteither including equity securities and non-investment grade debt so long as the asset is liquid, unencumbered and marked to market daily equal to the market value of the futures contract, minus the initial margin deposit with respect theretowill be specifically designated in the Series accounting records to
fully collateralize the position and thereby ensure that it is not leveraged. The extent to which the Series may enter into financial futures contracts and related options also may be limited by requirements of the Internal Revenue Code of 1986 (the Code) for qualification as a regulated investment company.
A Series will incur brokerage fees in connection with its financial futures transactions, and will be required to deposit and maintain Trusts with its custodian in its own name as margin to guarantee performance of its future obligations. These commissions may be higher than those that would apply to purchases and sales of securities directly.
While financial futures would be traded to reduce certain risks, futures trading itself entails certain other risks. One risk arises because of the imperfect correlation between movements in the price of the futures contracts and movements in the price of the debt securities that are the subject of such contracts. In addition, the market price of futures contracts may be affected by certain factors, such as the closing out of futures contracts by investors through offsetting transactions, margin, deposit and maintenance requirements, and the participation of speculators in the futures market. Another risk is that there may not be a liquid secondary market on an exchange or board of trade for a given futures contract or at a given time, and in such event it may not be possible for the Series to close a futures position. Finally, successful use of futures contracts by a Series is subject, where applicable, to the advisors or subadvisors ability to correctly predict movements in the direction of interest rates and other factors affecting the market for debt securities. Thus, while a Series may benefit from the use of such contracts, the operation of these risk factors may result in a poorer overall performance for the Series than if it had not entered into any futures contract. The risk in purchasing an option on a financial futures contract is that the Series will lose the premium it paid. Also, there may be circumstances when the purchase of an option on a financial futures contract would result in a loss to the Series while the purchase or sale of the contract would not have resulted in a loss.
Immediately after entering into a futures contract for the receipt or delivery of a security, the value of the securities called for by all of the Series futures contracts (both for receipts and delivery) will not exceed 10% of its total assets.
Fixed Income Securities
Fixed income securities are debt obligations issued by corporations, municipalities and other borrowers. The market value of a Series fixed income investments will change in response to interest rate changes and other factors. During periods of falling interest rates, the values of outstanding fixed income securities generally rise. Conversely, during periods of rising interest rates, the values of such securities generally decline. Securities with longer maturities are subject to greater fluctuations in value than securities with shorter maturities. Fixed income securities rated in the fourth highest rating category lack outstanding investment characteristics, and have speculative characteristics as well. Changes by a nationally recognized statistical ratings organization in the rating of a fixed income security and in the ability of an issuer to make payments of interest and principal also affect the value of these investments.
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Changes in the value of a Series securities will not affect cash income derived from these securities but will affect the Series net asset value.
Foreign Currency Transactions
For each Series investing in foreign securities, the value of the assets of such Series as measured in United States dollars may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations, and a Series may incur costs in connection with conversions between various currencies. A Series will conduct its foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market, or through forward contracts to purchase or sell foreign currencies. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded directly between currency traders (usually large commercial banks) and their customers. Unless the Series already owns a security denominated in (or otherwise exposed to) the foreign currency in the same amount as the forward contract, at the time of the purchase of a forward foreign currency exchange contract, any asset, including equity securities and non-investment grade debt so long as the asset is liquid, unencumbered and marked to market daily equal to the market value of the contract, minus the Series initial margin deposit with respect thereto, will be specifically designated in the Series accounting records to fully collateralize the position and thereby ensure that it is not leveraged.
When a Series enters into a contract for the purchase or sale of a security denominated in or exposed to a foreign currency, it may want to establish the United States dollar cost or proceeds. By entering into a forward contract in United States dollars for the purchase or sale of the amount of foreign currency involved in the underlying security transaction, a Series may be able to protect itself against a possible loss between trade and settlement dates resulting from an adverse change in the relationship between the United States dollar and such foreign currency. However, this tends to limit potential gains that might result from a positive change in such currency relationships.
When the advisor or subadvisor believes that the currency of a particular foreign country may suffer a substantial decline against the United States dollar, it may enter into a forward contract to sell an amount of foreign currency approximating the value of some or all of a Series portfolio securities denominated in or exposed to such foreign currency. The forecasting of short-term currency market movement is extremely difficult and whether such a short-term hedging strategy will be successful is highly uncertain.
It is impossible to forecast with precision the market value of portfolio securities at the expiration of a contract. Accordingly, it may be necessary for a Series to purchase additional currency on the spot market (and bear the expense of such purchase) if the market value of the security is less than the amount of foreign currency the Series is obligated to deliver when a decision is made to sell the security and make delivery of the foreign
currency in settlement of a forward contract. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the portfolio security if its market value exceeds the amount of foreign currency the Series is obligated to deliver.
If the Series retains the portfolio security and
engages in an offsetting transaction, it will incur a gain or a loss to the extent that there has been movement in forward contract prices. If the Series engages in an offsetting transaction, it may subsequently enter into a new forward contract to
sell the foreign currency. Should forward prices decline during the period between the Series entering into a forward contract for the sale of a foreign currency and the date it enters into an offsetting contract for the purchase of the foreign
currency, the Series would realize gain to the extent the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to purchase. Should forward prices increase, the Series would suffer a loss to the extent the price
of the currency it has agreed to purchase exceeds the price of the currency it has agreed to sell. Although such contracts tend to minimize the risk of loss due to a decline in the value of the hedged currency, they also tend to limit any potential
gain which might result should the value of such currency increase. The Series will have to convert holdings of foreign currencies into United States dollars from time to time. Although foreign exchange dealers do not charge a fee for conversion,
Foreign Securities
Each Series listed in the chart below may invest its net assets in foreign securities up to the limit stated in the chart. These limitations on investing in foreign securities do not necessarily reflect the actual percentage of net assets in foreign securities by the Series.
| Series | % Limits | |
| Phoenix Capital Growth | 25% | |
| Phoenix Growth and Income | 20% | |
| Phoenix Mid-Cap Growth | 20% | |
| Phoenix Mid-Cap Value | 10% | |
| Phoenix Small-Cap Growth | 20% | |
| Phoenix Small-Cap Value | 10% | |
| Phoenix-Aberdeen International | 100% | |
| Phoenix-Van Kampen Comstock | 25% |
The Phoenix Multi-Sector Fixed Income Series may invest up to 50% of net assets in foreign debt securities. In addition, the Phoenix Strategic Allocation Series may invest in foreign securities up to 20%, but under normal circumstances will not invest more than 10% of its total assets in foreign securities. The Phoenix-Van Kampen Equity 500 Index Series may invest in securities of foreign corporations, provided that such securities are included in the S&P 500 or traded on a U.S. exchange. The Phoenix Dynamic Series may invest in foreign securities indirectly through underlying funds.
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The Series may invest in government obligations supported by the authority to levy taxes sufficient to ensure the payment of all principal and interest due on such obligations. Because foreign government obligations, like U.S. government obligations, are generally guaranteed for principal and interest by the government issuing the security, the principal risk of investing in foreign government obligations is that the foreign government will not or will be unable to meet its obligations. The Series also may purchase securities of nongovernmental issuers considered creditworthy by the advisor or subadvisor, as applicable.
For the Series that may purchase foreign debt securities denominated in foreign currencies (non-U.S. dollar securities), the amount invested in such non-U.S. dollar securities may vary depending on the relative yield of such securities, the relative strength of the economies and the financial markets of such countries, the relative interest rates available in such countries and the relationship of such countries currencies to the U.S. dollar. Investments in non-U.S. dollar securities and currency will be evaluated on the basis of fundamental economic criteria (e.g., relative inflation levels and trends, growth rate forecasts, balance of payments status, and economic policies) as well as technical and political data.
As a result of its investments in foreign securities, the Series may receive interest or dividend payments, or the proceeds of the sale or redemption of such securities, in the foreign currencies in which such securities are denominated. In that event, the Series may convert such currencies into dollars at the then current exchange rate. Under certain circumstances, however, such as where the advisor believes that the applicable rate is unfavorable at the time the currencies are received or the advisor anticipates, for any other reason, that the NYSE rate will improve, the Series may hold such currencies for an indefinite period of time.
In addition, the Series may be required to receive delivery of the foreign currency underlying forward foreign currency contracts into which it has entered. This could occur, for example, if an option written by the Trust is exercised or the Trust is unable to close out a forward contract. The Series may hold foreign currency in anticipation of purchasing foreign securities. The Series also may elect to take delivery of the currencies underlying options or forward contracts if, in the judgment of the advisor, it is in the best interest of the Series to do so. In such instances as well, the Series may convert the foreign currencies to dollars at the then current exchange rate, or may hold such currencies for an indefinite period of time.
Indexed Securities
The Series may purchase securities with principal and/or interest payments whose prices are indexed to the prices of other securities, securities indices, currencies, precious metals or other commodities, credit default swaps or other financial indicators. Indexed securities typically, but not always, are debt securities or deposits whose value at maturity or coupon rate is determined by reference to a specific instrument or statistic. The Series may also purchase indexed deposits with similar characteristics. Gold-indexed securities, for example, typically provide for a maturity value that depends on the price of gold, resulting in a security whose price tends to rise and fall together
with gold prices. Currency-indexed securities typically are short-term to intermediate-term debt securities whose maturity values or interest rates are determined by reference to the values of one or more specified foreign currencies, and may offer higher yields than U.S. dollar denominated securities of equivalent issuers. Currency-indexed securities may be positively or negatively indexed; that is, their maturity value may increase when the specified currency value increases, resulting in a security that performs similarly to a foreign-denominated instrument, or their maturity value may decline when foreign currencies increase, resulting in a security whose price characteristics are similar to a put on the underlying currency. Currency-indexed securities may also have prices that depend on the values of a number of different foreign currencies relative to each other. Certain indexed securities may expose the Series to the risk of loss of all or a portion of the principal amount of its investment and/or the interest that might otherwise have been earned on the amount invested.
The performance of indexed securities depends to a great extent on the performance of the security, currency or other instrument to which they are indexed, and may also be influenced by interest rate changes in the U.S. and abroad. At the same time, indexed securities are subject to the credit risks associated with the issuer of the security, and their values may decline substantially if the issuers creditworthiness deteriorates. Recent issuers of indexed securities have included banks, corporations and certain U.S. Government-sponsored entities.
Inverse Floating Rate Obligations
The Series may invest in so-called inverse floating rate obligations or residual interest bonds or other obligations or certificates relating thereto structured to have similar features. In creating such an obligation, a municipality issues a certain amount of debt and pays a fixed interest rate. Half of the debt is issued as variable rate short term obligations, the interest rate of which is reset at short intervals, typically 35 days. The other half of the debt is issued as inverse floating rate obligations, the interest rate of which is calculated based on the difference between a multiple of (approximately two times) the interest paid by the issuer and the interest paid on the short-term obligation. Under usual circumstances, the holder of the inverse floating rate obligation can generally purchase an equal principal amount of the short term obligation and link the two obligations in order to create long-term fixed rate bonds. Because the interest rate on the inverse floating rate obligation is determined by subtracting the short-term rate from a fixed amount, the interest rate will decrease as the short-term rate increases and will increase as the short-term rate decreases. The magnitude of increases and decreases in the market value of inverse floating rate obligations may be approximately twice as large as the comparable change in the market value of an equal principal amount of long-term bonds which bear interest at the rate paid by the issuer and have similar credit quality, redemption and maturity provisions.
Investments in Other Investment Companies
Investments in other investment companies may include open-end investment companies, closed-end investment companies and unit investment trusts. Under the 1940 Act, a
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Series may not own more than 3% of the outstanding voting stock of an investment company, invest more than 5% of its total assets in any one investment company, or invest more than 10% of its total assets in the securities of investment companies. In some instances, a Series may invest in an investment company in excess of these limits; for instance, with respect to investments in money market funds or investments made pursuant to an exemptive order granted by the SEC.
As the shareholder of another investment company, the Series will bear its pro rata portion of the other investment companys expenses, including advisory fees. Such expenses are in addition to the expenses a Series pays in connection with its own operations.
Phoenix Dynamic Series
The Phoenix Dynamic Series are four separate Series of the Trust. As noted above, generally, the 1940 Act limits a Series investment in shares of other investment companies (underlying funds), including exchange-traded funds ( ETFs), unless (i) the underlying funds or the Series has received an order for exemptive relief from the SEC that is applicable to the Series and (ii) the underlying funds and the Series take appropriate steps to comply with any conditions in such order. The Phoenix Dynamic Series operate pursuant to an exemptive order issued by the SEC (the Exemptive Order) that permits each of the Phoenix Dynamic Series to invest in affiliated or unaffiliated funds beyond the limits in the 1940 Act, subject to certain terms and conditions.
One condition of the Exemptive Order requires that, prior to a Series acquisition of more than 3% of outstanding voting securities of an unaffiliated underlying fund, the Series and the underlying fund enter into an agreement addressing each partys responsibilities under the Exemptive Order. There is no guarantee that a particular underlying fund will enter into such an agreement. Therefore, a Phoenix Dynamic Series may be prevented from allocating its investment in the manner that the advisor considers optimal. In these instances, the advisor may select a similar underlying fund, or a Stock Basket (a group of securities related by index or sector that are pre-selected by, and made available through, certain brokers at a discounted brokerage rate) as an alternative. A Phoenix Dynamic Series may also invest in Stock Baskets when the advisor believes they represent more attractive opportunities than similar underlying funds.
The shares of an ETF may be assembled in a block (typically 50,000 shares) known as a creation unit and redeemed in kind for a portfolio of the underlying securities (based on the ETFs net asset value) together with a cash payment generally equal to accumulated dividends as of the date of redemption. Conversely, a creation unit may be purchased from the ETF by depositing a specified portfolio of the ETFs underlying securities, as well as a cash payment generally equal to accumulated dividends of the securities (net of expenses) up to the time of deposit. The Series may redeem creation units for the underlying securities (and any applicable cash), and may assemble a portfolio of the underlying securities and use it (and any required cash) to purchase creation units, if the advisor believes it is in a Series interest to do so.
After issuance by the ETF, shares may be traded like stocks on a securities exchange (e.g., the New York Stock Exchange (NYSE)), and the shares may be purchased and sold throughout the trading day based on their market price. Notwithstanding the ability to purchase and redeem creation units, the advisor anticipates purchasing and selling ETF shares for the Series on the exchanges on which the ETFs shares are traded.
There is a risk that the ETFs in which a Series invests may terminate due to extraordinary events that may cause any of the service providers to the ETFs, such as the trustee or
sponsor, to close or otherwise fail to perform their obligations to the ETF. Also, because the ETFs in which the Series may invest may be granted licenses by agreement to use the indices as a basis for determining their compositions and/or otherwise
to use certain trade names, the ETFs may terminate if such license agreements are terminated. In addition, an ETF may terminate if its entire net asset value falls below a certain amount. Although the Series believe that, in the event of the
termination of an ETF, they will be able to invest instead in shares of an alternate underlying fund tracking the same market index or another market index with the same general market, there is no guarantee that shares of an alternate underlying
Junk Bonds
The chart below sets forth the Series that are permitted to invest in junk bonds and the percentage of net assets each Series may invest in such securities.
| Series | % Limits | |
| Phoenix Multi-Sector Fixed Income | 50% | |
| Phoenix Multi-Sector Short Term Bond | 35% | |
| Phoenix Strategic Allocation | 10% |
The Phoenix Dynamic Series may invest in junk bonds indirectly through underlying funds. Junk bonds are non-investment grade debt securities. The market prices of such lower-rated securities generally fluctuate in response to changes in interest rates and economic conditions more than those of higher-rated securities. Additionally, there is a greater possibility that an adverse change in the financial condition of an issuer, particularly a higher leveraged issuer, may affect its ability to make payments of income and principal and increase the expenses of the Series seeking recovery from the issuer. Lower-rated securities may be thinly traded and less liquid than higher-rated securities and therefore harder to value and more susceptible to adverse publicity concerning the issuer.
Lending of Portfolio Securities
Subject to certain investment restrictions, a Series may, from time to time, subject to the Trustees and Trust Treasurer approval, lend securities from its portfolio to brokers, dealers and financial institutions deemed creditworthy and receive, as collateral, cash or cash equivalents which at all times while the loan is outstanding will be maintained in amounts equal to at
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least 100% of the current market value of the loaned securities. Any cash collateral will be invested in short-term securities that will increase the current income of the Series lending its securities. When securities or a letter of credit are used as collateral, a Series will receive a lending fee paid by the borrower of the securities. A Series will have the right to regain record ownership of loaned securities to exercise beneficial rights such as voting rights and subscription rights. While a securities loan is outstanding, the Series is to receive an amount equal to any dividends, interest or other distributions with respect to the loaned securities. A Series may pay reasonable fees to persons unaffiliated with the Trust for services in arranging such loans.
Even though securities lending usually does not impose market risks on the lending Series, a Series would be subject to risk of loss due to an increase in value if the borrower fails to return the borrowed securities for any reason (such as the borrowers insolvency). In addition, the value of the collateral taken as security for the securities loaned may decline in value or may be difficult to convert to cash in the event that a Series must rely on the collateral to recover the value of the securities. Moreover, if the borrower of the securities is insolvent, under current bankruptcy law, a Series could be ordered by a court not to liquidate the collateral for an indeterminate period of time. If the borrower is the subject of insolvency proceedings and the collateral held might not be liquidated, the result could be a material adverse impact on the liquidity of the lending Series.
Leverage
Each Series may borrow funds to meet redemption requests. In addition, the Phoenix Mid-Cap Growth, Phoenix-Van Kampen Comstock and Phoenix-Van Kampen Equity 500 Index Series may, from time to time, increase their ownership of securities holdings above the amounts otherwise possible by borrowing from banks at fixed amounts of interests and investing the borrowed Trusts. Except as set forth below, the Series will borrow only from banks, and only if immediately after such borrowing the value of the assets of the Series (including the amount borrowed), less its liabilities (not including any borrowings) is at least three times the amount borrowed. Each Series may borrow up to an additional 5% of its total assets from banks or other lenders for temporary purposes. The amount of the borrowings will be dependent upon the availability and cost of credit from time to time. If, due to market fluctuations or other reasons, the value of such Series assets computed as provided above become less than three times the amount of the borrowings for investment purposes, the Series, within three business days, is required to reduce bank debt to the extent necessary to meet the required 300% asset coverage. If the value of such Series assets decreases and the amount of the loans exceed one-third of the Series net assets, the Series must reduce its outstanding loans within three business days so that the amount of the loan does not exceed one-third of the Series net assets. In a declining market a Series may have to sell securities under poor market conditions to maintain the required asset coverage.
The Phoenix Growth and Income Series and Phoenix Mid-Cap Value Series may not borrow except from banks for emergency or other extraordinary purposes. Furthermore, the Phoenix Mid-
Cap Value Series may borrow only in an amount that does not exceed 5% of the Series total assets.
Interest on money borrowed will be an expense of those Series with respect to which the borrowing has been made. Because such expense otherwise would not be incurred, the net investment income of such Series is not expected to be as high as it otherwise would be during periods when borrowings for investment purposes are substantial.
Bank borrowings for investment purposes must be obtained on an unsecured basis. Any such borrowing also must be made subject to an agreement by the lender that any recourse is limited to the assets of such Series with respect to which the borrowing has been made.
Any investment gains made with the additional monies borrowed in excess of interest paid will cause the net assets value of such Series shares to rise faster than otherwise would be the case. On the other hand, if the investment performance of the additional securities purchased fails to cover its cost (including any interest paid on the monies borrowed) to such Series, the net asset value of the Series will decrease faster than otherwise would be the case.
Loans and Other Direct Indebtedness
The Series may purchase loans and other direct indebtedness. In purchasing a loan, the Series acquires some or all of the interest of a bank or other lending institution in a loan to a corporate, governmental or other borrower. Many such loans are secured, although some may be unsecured. Such loans may be in default at the time of purchase. Loans that are fully secured offer the Series more protection than an unsecured loan in the event of non-payment of scheduled interest or principal. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the corporate borrowers obligation, or that the collateral can be liquidated.
These loans are made generally to finance internal growth, mergers, acquisitions, stock repurchases, leveraged buy-outs and other corporate activities. Such loans are typically made by a syndicate of lending institutions, represented by an agent lending institution which has negotiated and structured the loan and is responsible for collecting interest, principal and other amounts due on its own behalf and on behalf of the others in the syndicate, and for enforcing its and their other rights against the borrower. Alternatively, such loans may be structured as a novation, pursuant to which the Series would assume all of the rights of the lending institution in a loan or as an assignment, pursuant to which the Series would purchase an assignment of a portion of a lenders interest in a loan either directly from the lender or through an intermediary. The Series may also purchase trade or other claims against companies, which generally represent money owned by the company to a supplier of goods or services. These claims may also be purchased at a time when the company is in default.
Certain of the loans and the other direct indebtedness acquired by the Series may involve revolving credit facilities or other standby financing commitments which obligate the Series to pay additional cash on a certain date or on demand. These commitments may have the effect of requiring the Series to increase its investment in a company at a time when the Series might not otherwise decide to do so (including at a time when
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the companys financial condition makes it unlikely that such amounts will be repaid). To the extent that the Series is committed to advance additional funds, it will at all times hold and specifically designate in the Series accounting records, cash or other high grade debt obligations in an amount sufficient to meet such commitments.
The Series ability to receive payment of principal, interest and other amounts due in connection with these investments will depend primarily on the financial condition of the borrower. In selecting the loans and other direct indebtedness which the Series will purchase, the advisor will rely upon its own (and not the original lending institutions) credit analysis of the borrower. As the Series may be required to rely upon another lending institution to collect and pass onto the Series amounts payable with respect to the loan and to enforce the Series rights under the loan and other direct indebtedness, an insolvency, bankruptcy or reorganization of the lending institution may delay or prevent the Series from receiving such amounts. In such cases, the Series will evaluate as well the creditworthiness of the lending institution and will treat both the borrower and the lending institution as an issuer of the loan for purposes of certain investment restrictions pertaining to the diversification of the Series portfolio investments. The highly leveraged nature of many such loans and other direct indebtedness may make such loans and other direct indebtedness especially vulnerable to adverse changes in economic or market conditions. Investments in such loans and other direct indebtedness may involve additional risk to the Series.
Mortgage-Backed Securities
Mortgage-backed securities include mortgage pass-through certificates, real estate mortgage investment conduit (REMIC) certificates and collateralized mortgage obligations (CMOs). CMOs are hybrid instruments with characteristics of both mortgage-backed and mortgage pass-through securities. Similar to a bond, interest and prepaid principal on a CMO are paid, in most cases, semiannually. CMOs may be collateralized by whole mortgage loans but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by Government National Mortgage Association (GNMA), for Fannie Mae (formerly Federal National Mortgage Association (FNMA)). CMOs are structured into multiple classes, with each class bearing a different stated maturity. Monthly payments of principal, including prepayments, are first returned to investors holding the shortest maturity class; investors holding the longer maturity classes receive principal only after the first class has been retired. REMICs are similar to CMOs and are fixed pools of mortgages with multiple classes of interests held by investors.
Mortgage pass-through securities are securities representing interests in pools of mortgage loans. Monthly payments of interest and principal by the individual borrowers on mortgages are passed through to the holders of the securities (net of fees paid to the issuer or guarantor of the securities) as the mortgages in the underlying mortgage pools are paid off. The average lives of mortgage pass-throughs are variable when issued because their average lives depend on prepayment rates. The average life of these securities is likely to be substantially shorter than their stated final maturity as a result of unscheduled
principal prepayment. Prepayments on underlying mortgages result in a loss of anticipated interest, and all or part of a premium if any has been paid, and the actual yield (or total return) to the Series may be different than the quoted yield on the securities. Mortgage premiums generally increase with falling interest rates and decrease with rising interest rates. Like other fixed income securities, when interest rates rise the value of mortgage pass-through security generally will decline; however, when interest rates are declining, the value of mortgage pass-through securities with prepayment features may not increase as much as that of other fixed-income securities. In the event of an increase in interest rates which results in a decline in mortgage prepayments, the anticipated maturity of mortgage pass-through securities held by the Series may increase, effectively changing a security which was considered short or intermediate-term at the time of purchase into a long-term security. Long-term securities generally fluctuate more widely in response to changes in interest rates than short or intermediate-term securities.
Payment of principal and interest on some mortgage pass-through securities (but not the market value of the securities themselves) may be guaranteed by the full faith and credit of the U.S. Government (in the case of securities guaranteed by the GNMA); or guaranteed by agencies or instrumentalities of the U.S. Government (such as the Fannie Mae or Freddie Mac (Freddie Mac) (formerly the Federal Home Loan Mortgage Corporation (FHLMC)), which are supported only by the discretionary authority of the U.S. Government to purchase the agencys obligations). Non-governmental issuers (such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers) may also issue mortgage pass-through securities. Various forms of insurance or guarantees may support some of these mortgage pass-through securities.
Interests in pools of mortgage-related securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment that consists of both interest and principal payments. In effect, these payments are a pass-through of the monthly payments made by the individual borrowers on their mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by prepayments of principal resulting from the sale, refinancing or foreclosure of the underlying property, net of fees or costs that may be incurred. Some mortgage pass-through securities (such as securities issued by the GNMA) are described as modified pass-through. These securities entitle the holder to receive all interests and principal payments owed on the mortgages in the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether the mortgagor actually makes the payment.
The principal governmental guarantor of mortgage pass-through securities is GNMA. GNMA is a wholly owned U.S. Government corporation within the Department of Housing and Urban Development. GNMA is authorized to guarantee, with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by institutions approved by GNMA (such as savings and loan institutions,
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commercial banks and mortgage bankers) and backed by pools of Federal Housing Administration (FHA)insured or Veterans Administration (VA)guaranteed mortgages. These guarantees, however, do not apply to the market value or yield of mortgage pass-through securities. GNMA securities are often purchased at a premium over the maturity value of the underlying mortgages. This premium is not guaranteed and will be lost if prepayment occurs.
Fannie Mae operates in the U.S. secondary mortgage market. Rather than making home loans directly with consumers, it works with mortgage bankers, brokers, and other primary mortgage market partners to help ensure they have funds to lend to home buyers at affordable rates. Fannie Mae finds mortgage investments primarily by issuing debt securities in the domestic and international capital markets.
Fannie Mae was established as a federal agency in 1938, and in 1968 was chartered by Congress as a private shareholder-owner company. On September 6, 2008, Director James Lockhart of the Federal Housing Finance Agency (FHFA) appointed FHFA as conservator of Fannie Mae. In addition, the U.S. Department of the Treasury agreed to provide up to $100 billion of capital as needed to ensure the company continues to provide liquidity to the housing and mortgage markets.
Freddie Mac is also a government-sponsored corporation owned by private stockholders. Freddie Mac issues Participation Certificates (PCs) which represent interests in conventional mortgages (i.e., not federally insured or guaranteed) for its national portfolio. Freddie Mac guarantees timely payment of interest and ultimate collection of principal regardless of the status of the underlying mortgage loans.
At December 31, 2008, Freddie Macs liabilities exceeded its assets under generally accepting accounting principals by $(30.6) billion, and stockholders equity (deficit) totaled $(30.7) billion. On March 31, 2009, pursuant to a request by the Director of FHFA, the U.S. Department of the Treasury provided $30.8 billion in immediately available funds to Freddie Mac and in accordance with the terms of the Senior Preferred Stock Purchase Agreement between Freddie Mac and the U.S. Department of the Treasury, in order to address the $30.7 billion deficit in stockholders equity that existed at December 31, 2008.
Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass through pools of mortgage loans. Such issuers may also be the originators and/or servicers of the underlying mortgage-related securities. Pools created by such non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest and principal of mortgage loans in these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. Governmental entities, private insurers and the mortgage poolers issue the insurance and guarantees. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance
policies or guarantee arrangements. The Series may also buy mortgage-related securities without insurance or guarantees.
A particular risk associated with pass-through securities involves the volatility of prices in response to changes in interest rates or prepayment risk. Prepayment rates are important because of their effect on the yield and price of securities. Prepayments occur when the holder of an individual mortgage prepays the remaining principal before the mortgages scheduled maturity date. As a result of the pass-through of prepayments of principal on the underlying securities, mortgage-backed securities are often subject to more rapid prepayment of principal than their stated maturity would indicate. Although the pattern of repayments is estimated and reflected in the price paid for pass-through securities at the time of purchase, the actual prepayment behavior of mortgages cannot be known at that time. Therefore, it is not possible to predict accurately the realized yield or average life of a particular issue of pass-through securities. Prepayments that occur faster than estimated adversely affect yields for pass-throughs purchased at a premium (that is, a price in excess of principal amount) and may cause a loss of principal because the premium may not have been fully amortized at the time the obligation is repaid. The opposite is true for pass-throughs purchased at a discount. Furthermore, the proceeds from prepayments usually are reinvested at current market rates, which may be higher than, but usually are lower than, the rates earned on the original pass-through securities. Prepayments on a pool of mortgage loans are influenced by a variety of economic, geographic, social and other factors, including changes in mortgagors housing needs, job transfers, unemployment, mortgagors net equity in the mortgaged properties and servicing decisions. Generally, however, prepayments on fixed rate mortgage loans will increase during a period of falling interest rates and decrease during a period of rising interest rates. Mortgage-backed securities may decrease in value as a result of increases in interest rates and may benefit less than other fixed income securities or decline in value from declining interest rates because of risk of prepayment. Pass-through securities are forms of derivatives.
Mortgage Dollar-Roll Transactions
A Series may enter into mortgage dollar roll transactions pursuant to which it sells mortgage-backed securities for delivery in the future and simultaneously contracts to repurchase substantially similar securities on a specified future date. During the roll period, the Series foregoes principal and interest paid on the mortgage-backed securities. The Series is compensated for the lost interest by the difference between the current sales price and the lower price for the future purchase (often referred to as the drop) as well as by the interest earned on, and gains from, the investment of the cash proceeds of the initial sale. The Series may also be compensated by receipt of a commitment fee. If the income and capital gains from the Series investment of the cash from the initial sale do not exceed the income, capital appreciation and gain or loss that would have been realized on the securities sold as part of the dollar roll, the use of this technique will diminish the investment performance of the Series compared with what the performance would have been without the use of the dollar rolls. Dollar roll transactions involve the risk
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that the market value of the securities the Series is required to purchase may decline below the agreed upon repurchase price of those securities. If the broker/dealer to whom the Series sells securities becomes insolvent, the Series right to purchase or repurchase securities may be restricted. Successful use of mortgage dollar rolls may depend upon the advisors ability to correctly predict interest rates and prepayments. There is no assurance that dollar rolls can be successfully employed.
Options
Buying Call and Put Options. Each of the Series may invest up to an aggregate of 5% of its total assets in exchange-traded or over-the-counter call and put options on securities, securities indices and foreign currencies. Purchases of such options may be made for the purpose of hedging against changes in the market value of the underlying securities or foreign currencies. The Series may invest in call and put options whenever, in the opinion of the advisor or subadvisor, a hedging transaction is consistent with its investment objectives. The Series may sell a call option or a put option that it has previously purchased prior to the purchase (in the case of a call) or the sale (in the case of a put) of the underlying security or foreign currency. Any such sale would result in a net gain or loss depending on whether the amount received on the sale is more or less than the premium and other transaction costs paid on the call or put which is sold. Purchasing a call or put option involves the risk that the Series may lose the premium it paid plus transaction costs.
The seller of an option receives a cash payment or premium at the time of sale, which is retained by the seller whether or not, the option is exercised. This premium represents consideration to the seller for undertaking the obligation under the option contract. In the case of call options, the premium compensates the seller for the loss of the opportunity to profit from any increase in the value of the security or the index. The premium to a seller of a put option compensates the seller for the risk assumed in connection with a decline in the value of the security or index.
A call option on a security or a foreign currency gives the purchaser of the option, in return for the premium paid to the writer (seller), the right to buy the underlying security or foreign currency at the exercise price at any time during the option period.
A put option on equity or debt securities gives the holder the right to sell such a security at a specified price (the exercise price) for a stated period of time. Prior to the expiration of the option, the seller of the option has an obligation to buy the underlying security from the holder of the option at the original price specified regardless of the market price of the security at the time the option is exercised.
Call and put options on stock market indexes operate the same way as call and put options on equity or debt securities except that they are settled in cash. In effect, the holder of a call option on a stock market index has the right to buy the value represented by the index at a specified price and for a stated period of time. Conversely, the holder of a put option on a stock market index has the right to sell the value represented by the index for a specified price and for a stated period of time. To be
settled in cash means that if the option is exercised, the difference in the current value of the stock market index and the exercise value must be paid in cash. For example, if a call option was bought on the XYZ stock market index with an exercise price of $100 (assuming the current value of the index is 110 points, with each point equal to $1.00), the holder of the call option could exercise the option and receive $10 (110 points minus 100 points) from the seller of the option. If the index equals 90 points, the holder of the option receives nothing.
A Series may close an open call or put option position by selling a call option, in the case of an open call position, or a put option, in the case of an open put option, which is the same as the option being closed. The Series will receive a premium for selling such an option. The premium received may be more than, equal to or less than the premium paid by the Series when it bought the option that is being closed.
The premium paid by the Series for the purchase of a call or a put option and the expiration or closing sale transaction with respect to such options are treated in a manner analogous to that described above, except there is no liability created to the Series. The premium paid for any such option is included in assets and marked to the market value on a current basis. If the options expire, the Series will realize a short-term loss on the amount of the cost of the option. If a purchased put or call option is closed out by the Series entering into a closing sale transaction, the Series will realize a short-term gain or loss, depending upon whether the sale proceeds from the closing sale transaction are greater or less than the cost of the put or call option.
Writing (Selling) Call and Put Options. Prior to the expiration of the option, the seller of a call option has an obligation to sell the underlying security to the holder of the option at the original price specified regardless of the market price of the security at the time the option is exercised. The seller of the call option receives a cash payment (premium) at the time of sale, which premium is retained by the seller whether or not the option is exercised. The premium represents consideration to the seller for undertaking the obligations under the option contract and thereby foregoing the opportunity to profit from an increase in the market price of the underlying security above the exercise price (except insofar as the premium represents such a profit).
Upon exercise by the purchaser, the writer of a call option has the obligation to sell the underlying security or foreign security, except that the value of the option depends on the weighted value of the group of securities comprising the index and all settlements are made in cash. The writer (seller) may terminate a call option by entering into a closing purchase transaction in which it purchases an option of the same Series as the option previously written.
A put option on a security or foreign currency gives the purchaser of the option, in return for the premium paid to the writer (seller), the right to sell the underlying security or foreign currency at the exercise price at any time during the option period. Upon exercise by the purchaser, the writer of a put option has the obligation to purchase the underlying security or foreign currency at the exercise price. A put option on a securities index is similar to a put option on an individual security, except that the
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value of the options depends on the weighted value of the group of securities comprising the index and all settlements are made in cash.
The Series may write exchange-traded call options on their securities. Call options may be written on portfolio securities, securities indices and foreign currencies. The Series may, with respect to securities and foreign currencies, write call and put options on an exchange or over the counter. Call options on portfolio securities will be covered since the Series will own the underlying securities or other securities that are acceptable for escrow at all times during the option period. Call options on securities indices may be written to hedge in an economically appropriate way portfolio securities which are not otherwise hedged with options or financial futures contracts and will be covered by identifying the specific portfolio securities being hedged. Call options on foreign currencies and put options on securities and foreign currencies will be covered by securities acceptable for escrow. The Series may not write options on more than 50% of its total assets. Management presently intends to cease writing options if and as long as 25% of such total assets are subject to outstanding options contracts.
The Series will write call and put options in order to obtain a return on its investments from the premiums received and will retain the premiums whether or not the options are exercised. Any decline in the market value of portfolio securities or foreign currencies will be offset to the extent of the premiums received (net of transaction costs). If an option is exercised, the premium received on the option will effectively increase the exercise price or reduce the difference between the exercise price and market value.
During the option period, the writer of a call option gives up the opportunity for appreciation in the market value of the underlying security or currency above the exercise price. It retains the risk of loss should the price of the underlying security or foreign currency decline. Writing call options also involves risks relating to the Series ability to close out options it has written.
During the option period, the writer of a put option has assumed the risk that the price of the underlying security or foreign currency will decline below the exercise price. However, the writer of the put option has retained the opportunity for any appreciation above the exercise price should the market price of the underlying security or foreign currency increase. Writing put options also involves risks relating to a portfolios ability to close out options it has written.
The Series may cover written call options with any assets, including equity securities and noninvestment grade debt, so long as the assets are liquid, unencumbered and marked to market daily (liquid assets), in the accounting records of the Series in amounts sufficient to ensure that it is able to meet its obligations under the written call should it be exercised. This method does not reduce the potential loss to the Series should the value of the underlying security increase and the option be exercised.
A written put option contract may be covered with liquid assets on the accounting records of the Series. While this may help ensure that the Series will have sufficient assets to meet its
obligations under the option contract should it be exercised, it will not reduce the potential loss to the Series should the value of the underlying security decrease and the option be exercised.
Writing Covered Call Options. The Series may write (sell) covered call options on securities owned by them, including securities into which convertible securities are convertible, provided that such call options are listed on a national securities exchange.
When a Series writes a covered call option, an amount equal to the premium received by it is included in assets of the Series offset by an equivalent liability. The amount of the liability is subsequently marked to reflect the current market value of the written option. Market value is the last sale price of the options on the NYSE or other market on which it is traded or, in absence of a sale, the mean between last bid and offer prices. If an option which the Series has written either ends or the Series enters into a closing purchase transaction, the Series realizes a gain (or loss if the cost of a closing purchase transaction exceeds the premium received when the option was sold) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option concludes.
Premium income earned with respect to a qualified covered call option which lapses or experiences gain or loss from such an option which is closed out (other than by exercise) generally will be short-term capital gain or loss. Further, gain or loss with respect to the exercise of such an option generally will be short-term or long-term depending upon the actual or deemed holding period of the underlying security. However, any loss realized from writing a qualified covered call option which has a strike price less than the applicable security price (defined in Section 1092(C)(4)(G) of the Code) will be treated as a long-term capital loss, if gain from the sale of the underlying security at the time the loss is realized would be long-term capital gain. Also, with respect to such options, the holding period of the underlying security will not include any period during which the Trust has an outstanding written option.
Purchasing Warrants and Stock Rights. Warrants and stock rights are almost identical to call options in their nature, use and effect except that they are issued by the issuer of the underlying security, rather than an option writer, and they generally have longer expiration dates than call options.
Over-the-Counter (OTC) Options. OTC options differ from exchange-traded options in several respects. They are transacted directly with dealers and not with a clearing corporation, and there is a risk of nonperformance by the dealer. However, the premium is paid in advance by the dealer. OTC options are available for a greater variety of securities and foreign currencies and in a wider range of expiration dates and exercise prices than exchange-traded options. Since there is no exchange, pricing is normally done by reference to information from a market maker. This information is carefully monitored or caused to be monitored by the advisor or subadvisor and verified in appropriate cases.
A writer or purchaser of a put or call option can terminate it voluntarily only by entering into a closing transaction. In the case of OTC options, there can be no assurance that a continuous liquid secondary market will exist for any particular option at any
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specific time. Consequently, a Series may be able to realize the value of an OTC option it has purchased only by exercising it or entering into a closing sale transaction with the dealer that issued it. Similarly, when a Series writes an OTC option, it generally can close out that option prior to its expiration only by entering into a closing purchase transaction with the dealer to which it originally wrote the option. If a covered call option writer cannot effect a closing transaction, it cannot sell the underlying security or foreign currency until the option expires or the option is exercised. Therefore, the writer of a covered OTC call option may not be able to sell an underlying security even though it otherwise might be advantageous to do so. Likewise, the writer of a secured OTC put option may be unable to sell the securities pledged to secure the put for other investment purposes while it is obligated as a put writer. Similarly, a purchaser of an OTC put or call option also might find it difficult to terminate its position on a timely basis in the absence of a secondary market.
The Trust understands the position of the SEC staff to be that purchased OTC options and the assets used as cover for written OTC options are generally considered illiquid securities. Although the dealers with which a Series will engage in OTC options transactions are generally agreeable to and capable of entering into closing transactions, the Trust has adopted procedures for engaging in OTC options transactions for the purpose of reducing any potential adverse effect of such transactions upon the liquidity of the Series.
A Series will engage in OTC options transactions only with dealers that meet certain credit and other criteria established by the Board of Trustees of the Trust. The Trust and the advisor believe that the approved dealers present minimal credit risks to the Trust and, therefore, should be able to enter into closing transactions if necessary. A Series currently will not engage in OTC options transactions if the amount invested by the Series in OTC options, plus a liquidity charge related to OTC options written by the Series in illiquid securities plus any other portfolio securities considered to be illiquid, would exceed 10% of the Series total assets. The liquidity charge referred to above is computed as described below.
The Series anticipates entering into agreements with dealers to which the Series sell OTC options. Under these agreements a Series would have the absolute right to repurchase the OTC options from the dealer at any time at a price no greater than a price established under the agreements (the Repurchase Price). The liquidity charge referred to above for a specific OTC option transaction will be the Repurchase Price related to the OTC option less the intrinsic value of the OTC option. The intrinsic value of an OTC call option for such purposes will be the amount by which the current market value of the underlying security exceeds the exercise price. In the case of an OTC put option, intrinsic value will be the amount by which the exercise price exceeds the current market value of the underlying security. If there is no such agreement requiring a dealer to allow a Series to repurchase a specific OTC option written by the Series, the liquidity charge will be the current market value of the assets serving as cover for such OTC option.
PIK Bonds
Payment-in-kind (PIK) bonds are debt obligations that provide that the issuer may, at its option, pay interest on such bonds in cash or in the form of additional debt obligations. Such investments benefit the issuer by mitigating its need for cash to meet debt service, but also require a higher rate of return to attract investors who are willing to defer receipt of such cash. Such investments may experience greater volatility in market value than debt obligations that make regular payments of interest. The Series will accrue income on such investments for tax and accounting purposes, which is distributable to shareholders and which, because no cash is received at the time of accrual, may require the liquidation of other portfolio securities to satisfy the Series distribution obligations.
Private Placements and Rule 144A Securities
Each Series may purchase securities, which have been privately issued and are subject to legal restrictions on resale or which are issued to qualified institutional investors under special rules adopted by the SEC. Such securities may offer higher yields than comparable publicly traded securities. Such securities ordinarily can be sold by the Series in secondary market transactions to certain qualified investors pursuant to rules established by the SEC, in privately negotiated transactions to a limited number of purchasers or in a public offering made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the 1933 Act). Public sales of such securities by a Series may involve significant delays and expense. Private sales often require negotiation with one or more purchasers and may produce less favorable prices than the sale of similar unrestricted securities. Public sales generally involve the time and expense of the preparation and processing of a registration statement under the 1933 Act (and the possible decline in value of the securities during such period) and may involve the payment of underwriting commissions. In some instances, the Series may have to bear certain costs of registration in order to sell such shares publicly. Except in the case of securities sold to qualifying institutional investors under special rules adopted by the SEC for which the subadvisor, under procedures adopted by the Trustees, determine the secondary market is illiquid, Rule 144A Securities will be considered illiquid. Trustees may determine the secondary market is liquid based upon the following factors which will be reviewed periodically as required pursuant to procedures adopted by the Series: the number of dealers willing to purchase or sell the security; the frequency of trades; dealer undertakings to make a market in the security; and the nature of the security and its market. Investing in Rule 144A Securities could have the effect of increasing the level of these Series illiquid securities to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities. Each Series, other than those listed below, may invest up to 15% of its net assets in illiquid securities.
Privatizations
The governments of some foreign countries have been engaged in programs of selling part or all of their stakes in government owned or controlled enterprises (privatizations). Privatizations may offer opportunities for significant capital appreciation. In certain foreign countries, the ability of foreign entities to
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participate in privatizations may be limited by local law, or the terms on which a Series may be permitted to participate may be less advantageous than those for local investors. There can be no assurance that foreign governments will continue to sell companies currently owned or controlled by them or that privatization programs will be successful.
Real Estate Investment Trusts
REITs pool investors Trusts for investment primarily in income-producing commercial real estate or real estate related loans. A REIT is not taxed on income distributed to shareholders if it complies with several requirements relating to its organization, ownership, assets and income and a requirement that it distribute to its shareholders at least 90% of its taxable income (other than net capital gains) for each taxable year.
REITs generally can be classified as follows:
| Ø | Equity REITs, which invest the majority of their assets directly in real property and derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. |
| Ø | Mortgage REITs, which invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments. |
| Ø | Hybrid REITs, which combine the characteristics of both equity REITs and mortgage REITs. |
Selecting REITs requires an evaluation of the merits of each type of asset a particular REIT owns, as well as regional and local economics. Due to the proliferation of REITs in recent years and the relative lack of sophistication of certain REIT managers, the quality of REIT assets has varied significantly.
In addition to these risks, equity REITs may be affected by changes in the value of the underlying properties owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. Further, equity and mortgage REITs are dependent upon management skills and generally are not diversified. Equity and mortgage REITs also are subject to potential defaults by borrowers, self-liquidation and the possibility of failing to qualify for tax-free status of income under the Code and failing to maintain exemption from the Investment Company Act of 1940. In the event of default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments. In addition, investment in REITs could cause the Series to possibly fail to qualify as a regulated investment company.
REITs are like closed-end investment companies in that they are essentially holding companies that rely on professional managers to supervise their investments.
Repurchase Agreements
Repurchase Agreements are agreements by which a Series purchases a security and obtains a simultaneous commitment from the seller (a member bank of the Federal Reserve System or, to the extent permitted 1940 Act, a recognized securities dealer) that the seller will repurchase the security at an agreed
upon price and date. The resale price is in excess of the purchase price and reflects an agreed upon market rate unrelated to the coupon rate on the purchased security. In fact, such a transaction is a loan of money to the seller of the securities.
A repurchase transaction is usually accomplished either by crediting the amount of securities purchased to the accounts of the custodian of the Trust maintained in a central depository or book-entry system or by physical delivery of the securities to the Trusts custodian in return for delivery of the purchase price to the seller. Repurchase transactions are intended to be short-term transactions with the seller repurchasing the securities, usually within 7 days.
Even though repurchase transactions usually do not impose market risks on the purchasing Series, if the seller of the repurchase agreement defaults and does not repurchase the underlying securities, the Series might incur a loss if the value of the underlying securities declines, and disposition costs may be incurred in connection with liquidating the underlying securities. In addition, if bankruptcy proceedings are commenced regarding the seller, realization upon the underlying securities may be delayed or limited, and a loss may be incurred if the underlying securities decline in value.
Each Series may invest in repurchase agreements. However, no more than 15% of a Series net assets will be invested in repurchase agreements having maturities of more than 7 days. Repurchase agreements will be entered into with commercial banks, brokers and dealers considered by the Board of Trustees and the advisor or subadvisor, as applicable, acting at the Boards direction, to be creditworthy. In addition, the repurchase agreements are fully collateralized by the underlying instrument and are marked to market every business day. However, the use of repurchase agreements involves certain risks such as default by, or insolvency of, the other party to the transaction.
Reset Options
In certain instances, the Series may purchase or write options on U.S. Treasury securities, which provide for periodic adjustment of the strike price and may also provide for the periodic adjustment of the premium during the term of each such option. Like other types of options, these transactions, which may be referred to as reset options or adjustable strike options grant the purchaser the right to purchase (in the case of a call) or sell (in the case of a put), a specified type of U.S. Treasury security at any time up to a stated expiration date (or, in certain instances, on such date). In contrast to other types of options, however, the price at which the underlying security may be purchased or sold under a reset option is determined at various intervals during the term of the option, and such price fluctuates from interval to interval based on changes in the market value of the underlying security. As a result, the strike price of a reset option, at the time of exercise, may be less advantageous than if the strike price had been fixed at the initiation of the option. In addition, the premium paid for the purchase of the option may be determined at the termination, rather than the initiation, of the option. If the premium for a reset option written by the Series is paid at termination, the Series assumes the risk that (i) the premium may be less than the premium which would otherwise have been
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received at the initiation of the option because of such factors as the volatility in yield of the underlying Treasury security over the term of the option and adjustments made to the strike price of the option, and (ii) the option purchaser may default on its obligation to pay the premium at the termination of the option. Conversely, where the Series purchases a reset option, it could be required to pay a higher premium than would have been the case at the initiation of the option.
Reverse Repurchase Agreements
A reverse repurchase agreement is a borrowing transaction in which the Series transfers possession of a security to another party, such as a bank or broker/dealer in return for cash, and agrees to repurchase the security in the future at an agreed upon price, which includes an interest component. A Series will specifically designate in its accounting records the liquid assets in an amount sufficient to cover its obligations under reverse repurchase agreements with broker/dealers. A Series may borrow through reverse repurchase agreements in connection with meeting requests for the redemption of a Series shares. Transactions involving reverse repurchase agreements may increase fluctuations in the market value of a Series assets and may be viewed as a form of leverage. Reverse repurchase agreements involve the risk that the market value of the securities sold by a Series may decline below the price at which the Series is obligated to repurchase the securities.
Short Sales
The Series may seek to hedge investments or realize additional gains through short sales. The Series may make short sales, which are transactions in which a Series sells a security it does not own, in anticipation of a decline in the market value of that security. To complete such a transaction, the Series must borrow the security to make delivery to the buyer. The Series then is obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Series. Until the security is replaced, the Series is required to repay the lender any dividends or interest which accrue during the period of the loan. To borrow the security, the Series also may be required to pay a premium, which would increase the cost of the security sold. The broker, to the extent necessary to meet margin requirements until the short position is closed out will retain the net proceeds of the short sale. The Series also will incur transaction costs in effecting short sales.
The Series will incur a loss as a result of the short sale if the price of the security increases between the date of the short sale and the date on which the Series replaces the borrowed security. The Series will realize a gain if the price of the security declines between those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends or interest the Series may be required to pay in connection with a short sale.
Whenever the Series engages in short sales, it identifies liquid and unencumbered assets in an amount that, when combined with the amount of collateral deposited with the broker connection with the short sale, equals the current market value of the security sold short.
Short Sales Against the Box
The Series may make short sales against the box, i.e., when a security identical to one owned by the Series is borrowed and sold short. If the Series enters into a short sale against the box, it is required to segregate securities equivalent in kind and amount to the securities sold short (or securities convertible or exchangeable into such securities) and is required to hold such securities while the short sale is outstanding. The Series will incur transaction costs, including interest, in connection with opening, maintaining, and closing short sales against the box.
Small and Mid Capitalization Securities
Investments in small or mid capitalization companies involve greater risk than is generally associated with larger, more established companies. The securities of smaller companies may be subject to more abrupt or erratic market movements than larger companies. The securities of small or medium-sized companies are often traded over-the-counter, and may not be traded in volumes typical of securities traded on a national securities exchange. Consequently, the securities of small or medium-sized companies may have limited market stability and may be subject to more abrupt or erratic market movements than securities of larger, more established companies or the market averages in general.
Speculative Bonds
The Series may invest in fixed income and convertible securities rated Baa by Moodys Investors Service, Inc. (Moodys) or BBB by Standard & Poors Corporation (Standard & Poors), Fitch or Duff & Phelps Credit Rating Company (Duff & Phelps) and comparable unrated securities. These securities, while normally exhibiting adequate protection parameters, have speculative characteristics and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than in the case of higher grade securities.
Stripped Mortgage-Backed Securities
Stripped mortgage-backed securities (SMBS) are derivative multi-class mortgage securities issued by agencies or instrumentalities of the U.S. Government, or by private originators of, or investors in, mortgage loans, including savings and loan institutions, mortgage banks, commercial banks and investment banks. SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions from a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the interest-only or IO class) while the other class will receive all of the principal (the principal-only or PO class). The yield to maturity on an IO is extremely sensitive to the rate of principal payments, including prepayments on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on such securitys yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the Series may fail to fully recoup its initial investment in these securities. The
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market value of the class consisting primarily or entirely of principal payments generally is unusually volatile in response to changes in interest rates. Because SMBS were only recently introduced, established trading markets for these securities have not yet developed, although the securities are traded among institutional investors and investment banking firms.
Swap Agreements
Swap agreements are two party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or swapped between the parties are calculated with respect to a notional amount, i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a basket of securities representing a particular index. Commonly used swap agreements include (i) interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or cap, (ii) interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level, or floor, and (iii) interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. The notional amount of the swap agreement is only a fictive basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. The Series obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the net amount). The Series obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Series) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by specifically designating in the Series accounting records the liquid assets to avoid any potential leveraging of the Series holdings. The Series will not enter into a swap agreement with any single party if the net amount owed or to be received under existing contracts with that party would exceed 5% of the Series assets.
Whether the Series use of swap agreements will be successful in furthering its investment objective will depend on an advisor or subadvisors ability to correctly predict whether certain types of investments are likely to produce greater returns than other investments. Because they are two party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. Moreover, the Series bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of swap agreement counterparty. The advisor or subadvisor will cause the Series to enter into swap agreements only with counterparties that would be eligible for consideration as repurchase agreement counterparties under the Series repurchase agreement guidelines. Certain restrictions imposed
on the Series by the Internal Revenue Code may limit a Series ability to use swap agreements. The swaps market is largely unregulated. Swaps agreements generally are exempt or excluded from most provisions of the Commodity Exchange Act (CEA) and, therefore, are not regulated as futures or commodity option transactions under the CEA. It is possible that developments in the swaps market, including potential government regulation, could adversely affect a Series ability to terminate existing swap agreements or to realize amounts to be received under such agreements.
Temporary Borrowing
The Series may borrow money for temporary purposes (e.g., to meet redemption requests or settle outstanding purchases of portfolio securities).
Time Deposits
Time deposits are deposits in a bank or other financial institution for a specified period of time at a fixed interest rate for which negotiable certificates are not received.
U.S. Government Obligations
Securities issued or guaranteed as to principal and interest by the United States Government include a variety of Treasury securities, which differ only in their interest rates, maturities and times of issuance. Treasury bills have a maturity of one year or less. Treasury notes have maturities of one to seven years, and Treasury bonds generally have maturity of greater than five years.
Agencies of the United States Government which issue or guarantee obligations include, among others, Export-Import Bank of the United States, Farmers Home Administration, Federal Housing Administration, Government National Mortgage Association, Maritime Administration, Small Business Administration and The Tennessee Valley Authority. Obligations of instrumentalities of the United States Government include securities issued or guaranteed by, among others, the Federal National Mortgage Association, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal Intermediate Credit Banks, Banks for Cooperatives and the U.S. Postal Service. Securities issued or guaranteed by the Export-Import Bank of the United States, Farmers Home Administration, Federal Housing Administration, Government National Mortgage Association, Maritime Administration and Small Business Administration are supported by the full faith and credit of the U.S. Treasury. Securities issued or guaranteed by Federal National Mortgage Association and Federal Home Loan Banks are supported by the right of the issuer to borrow from the Treasury. Securities issued or guaranteed by the other agencies or instrumentalities listed above are supported only by the credit of the issuing agency.
Variable and Floating Rate Obligations
Investments in variable or floating rate securities normally will involve industrial development or revenue bonds which provide that the rate of interest is set as a specific percentage of a designated base rate, such as rates on Treasury Bonds or Bills or the prime rate at a major commercial bank, and that a bondholder can demand payment of the obligations on behalf of
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the Series on short notice at par plus accrued interest, which amount may be more or less than the amount the bondholder paid for them. The maturity of floating or variable rate obligations (including participation interests therein) is deemed to be the longer of (i) the notice period required before the Series is entitled to receive payment of the obligation upon demand or (ii) the period remaining until the obligations next interest rate adjustment. If not redeemed by the Series through the demand feature, the obligations mature on a specified date that may range up to thirty years from the date of issuance.
When-Issued Securities
The Series may purchase securities on a when-issued basis. New issues of certain securities are offered on a when-issued basis, that is, delivery and payment for the securities normally takes place 15 to 45 days or more after the date of the commitment to purchase. The payment obligation and the interest rate if any, that will be received on the securities are each fixed at the time the buyer enters into the commitment. The Series will generally make a commitment to purchase such securities with the intention of actually acquiring the securities. However, the Series may sell these securities before the settlement date if it is deemed advisable as a matter of investment strategy. When the Series purchases securities on a when-issued basis, cash or liquid securities equal in value to commitments for the when-issued securities will be specifically designated in the Series accounting records. Such segregated securities either will mature or, if necessary, be sold on or before the settlement date.
Securities purchased on a when-issued basis are subject to changes in market value. Therefore, to the extent the Series remains substantially fully invested at the same time that they have purchased securities on a when-issued basis, there will be greater fluctuations in the net asset values than if the Series merely set aside cash to pay for when-issued securities. In addition, there will be a greater potential for the realization of capital gains. When the time comes to pay for when-issued securities, the Series will meet its obligations from then available cash flow, the sales of securities or, although it would not normally expect to do so, from the sale of the when-issued securities themselves (which may have a value greater or less than the payment obligation). Lastly, investing in when-issued securities includes the risk that the securities may never be issued, in which event the Series may incur expenses associated with unwinding such transactions.
Yield Curve Options
The Series may enter into options on the spread, or yield differential, between two fixed income securities, in transactions referred to as yield curve options. In contrast to other types of options, a yield curve option is based on the difference between the yields of designated securities, rather than the prices of the individual securities, and is settled through cash payments. Accordingly, a yield curve option is profitable to the holder if this differential widens (in the case of a call) or narrows (in the case of a put), regardless of whether the yields of the underlying securities increase or decrease.
Yield curve options may be used for the same purposes as other options on securities. Specifically, the Series may purchase or
write such options for hedging purposes. For example, the Series may purchase a call option on the yield spread between two securities, if it owns one of the securities and anticipates purchasing the other security and wants to hedge against an adverse change in the yield spread between the two securities. The Series may also purchase or write yield curve options for other than hedging purposes (i.e., in an effort to increase its current income) if, in the judgment of the advisor, the Series will be able to profit from movements in the spread between the yields of the underlying securities. The trading of yield curve options is subject to all of the risks associated with the trading of other types of options. In addition, however, such options present risk of loss even if the yield of one of the underlying securities remains constant, if the spread moves in a direction or to an extent which was not anticipated. Yield curve options written by the Series will be covered. A call (or put) option is covered if the Series holds another call (or put) option on the spread between the same two securities and owns liquid and unencumbered assets sufficient to cover the Series net liability under the two options. Therefore, the Series liability for such a covered option is generally limited to the difference between the amount of the Series liability under the option written by the Series less the value of the option held by the Series. Yield curve options may also be covered in such other manner as may be in accordance with the requirements of the counterparty with which the option is traded and applicable laws and regulations. Yield curve options are traded over-the-counter and because they have been only recently introduced, established trading markets for these securities have not yet developed.
Zero and Deferred Coupon Debt Securities
The Series may invest in debt obligations that
do not make any interest payments for a specified period of time prior to maturity (deferred coupon obligations) or until maturity (zero coupon obligations). Because deferred and zero coupon bonds do not make interest
payments for a certain period of time, they are purchased by the Series at a deep discount and their value fluctuates more in response to interest rate changes than does the value of debt obligations that make current interest payments. The degree
of fluctuation with interest rate changes is greater when the deferred period is longer. Therefore, there is a risk that the value of the Series shares may decline more as a result of an increase in interest rates than would be the case if the
Additional Investment Policies of Certain Series
The following policies are non-fundamental and may be changed without shareholder vote.
Phoenix Capital Growth Series
The Series may invest any amount of its assets in any class or type of security believed by the subadvisor to offer the potential for capital appreciation over the intermediate and long term, including preferred stocks, investment-grade bonds, convertible preferred stocks and convertible debentures. Distribution of investment income, such as dividends and interest, is incidental in the selection of investments.
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Diversification among market sectors will be a factor in selecting securities for the Series. However, the subadvisor will put greater emphasis on selecting securities it believes have good potential for appreciation rather than upon wide diversification.
The Series may invest up to 25% of its net assets in securities of foreign (non-U.S.) issuers. The Series may invest in a broad range of foreign securities, including equity, debt and convertible securities and foreign government securities. Issuers may be in established-market countries and emerging-market countries.
The Phoenix Capital Growth Series may only purchase a call option to terminate a previously written call option. (See Writing Covered Call Options.)
Phoenix Growth and Income Series
The Phoenix Growth and Income Series may invest up to 5% of its net assets in warrants and stock rights, but no more than 2% of its net assets in warrants and stock rights not listed on the NYSE.
Phoenix Money Market Series
By limiting the maturity of its investments, this Series seeks to lessen the changes in the value of its assets caused by market factors. This Series, consistent with its investment objective, will attempt to maximize yield through portfolio trading. This may involve selling portfolio instruments and purchasing different instruments to take advantage of disparities of yields in different segments of the high-grade money market or among particular instruments within the same segment of the market. It is expected that the Series portfolio transactions generally will be with issuers or dealers in money market instruments acting as principal. Accordingly, this Series will normally not pay any brokerage commissions.
The value of the securities in the Phoenix Money Market Series portfolio can be expected to vary inversely to changes in prevailing interest rates, with the amount of such variation depending primarily on the period of time remaining to maturity of the security. Long-term obligations may fluctuate more in value than short-term obligations. If interest rates increase after a security is purchased, the security, if sold, could be sold at a loss. On the other hand, if interest rates decline after a purchase, the security, if sold, could be sold at a profit. If, however, the security is held to maturity, no gain or loss will be realized as a result of interest rate fluctuations, although the day-to-day valuation of the portfolio could fluctuate. Substantial withdrawals of the amounts held in the Phoenix Money Market Series could require it to sell portfolio securities at a time when a sale might not be favorable. The value of a portfolio security also may be affected by other factors, including factors bearing on the credit-worthiness of its issuer. A discussion of amortized cost is contained under Determination of Net Asset Value.
The Phoenix Money Market Series may only purchase a call option to terminate a previously written call option. (See Writing Covered Call Options.)
Phoenix Multi-Sector Fixed Income Series
The Phoenix Multi-Sector Fixed Income Series may only purchase a call option to terminate a previously written call option. (See Writing Covered Call Options.)
Phoenix Strategic Allocation Series
Immediately after entering into an opening option position, the total value of all open option positions based on exercise price will not exceed 10% of the Phoenix Strategic Allocation Series total assets.
Market Segment Investments. The Phoenix Strategic Allocation Series seeks to achieve its investment objective by investing in the three market segments of stocks, bonds and money market instruments described below.
| Ø | Stocks common stocks and other equity-type securities such as preferred stocks, securities convertible into common stock and warrants; |
| Ø | Bonds bonds and other debt securities with maturities generally exceeding one year, including: |
| |
publicly-offered straight debt securities having a rating within the 4 highest grades as determined by Moodys (Aaa, Aa, A or Baa) or Standard & Poors (AAA, AA, A or BBB) or, if unrated, those publicly-offered straight debt securities which are judged by the Account to be of equivalent quality to securities so rated; |
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obligations issued, sponsored, assumed or guaranteed as to principal and interest by the U.S. Government or its agencies or instrumentalities; |
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obligations (payable in U.S. dollars) issued or guaranteed as to principal and interest by the Government of Canada or of a Province of Canada or any instrumentality or political subdivision thereof, provided such obligations have a rating within the highest grades as determined by Moodys (Aaa, Aa or A) or Standard & Poors (AAA, AA or A) and do not exceed 25% of the Phoenix Strategic Allocation Series total assets; |
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publicly offered straight debt securities issued or guaranteed by a national or state bank or bank holding company (as defined in the Federal Bank Holding Company Act, as amended) having a rating within the 3 highest grades as determined by Moodys (Aaa, Aa or A) or Standard & Poors (AAA, AA or A), and certificates of deposit of such banks; and |
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high yield, high risk fixed income securities (commonly referred to as junk bonds) having a rating below Baa by Moodys or BBB by Standard & Poors or unrated securities of comparable quality provided such securities do not exceed 10% of the Phoenix Strategic Allocation Series total assets. |
| Ø | Money Market money market instruments and other debt securities with maturities generally not exceeding one year, including: |
| |
those money market instruments described in this SAI; and |
| |
reverse repurchase agreements with respect to any of the foregoing obligations. Reverse repurchase agreements are agreements in which the Series, as the seller of the securities, agrees to repurchase them at an agreed time |
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and price. This transaction constitutes a borrowing of money by the seller of the securities. The Series will maintain sufficient Trusts in a segregated account with its custodian to repurchase securities pursuant to any outstanding reverse repurchase agreement. The Series is required to maintain asset coverage of at least 300% at all times for all obligations under reverse repurchase agreements. |
Trading . The advisor will engage in trading when it believes that the trade, net of transaction costs, will improve interest income or capital appreciation potential, or will lessen capital loss potential. Whether these goals will be achieved through trading depends on the advisors ability to evaluate particular securities and anticipate relevant market factors, including interest rate trends and variations. If the advisors evaluations and expectations prove to be incorrect, the Series income or capital appreciation may be reduced and its capital losses may be increased. Portfolio trading involves transaction costs. Purchases and sales of securities will be made, whenever necessary, in the advisors view, to achieve the total return investment objective of the Series without regard to the resulting brokerage costs.
In addition to the traditional investment techniques for purchasing and selling and engaging in trading, the Phoenix Strategic Allocation Series may enter into financial futures and options contracts.
Phoenix-Aberdeen International Series
The Phoenix-Aberdeen International Series may invest up to 5% of its net assets in warrants and stock rights, but no more than 2% of its net assets in warrants and stock rights not listed on the NYSE.
This Series also may hedge its foreign currency exchange rate risk by engaging in currency financial futures and options transactions.
The Series may invest in nonconvertible fixed income securities of non-U.S. issuers when the advisor believes that such securities are appropriate for the achievement of the Series investment objective. The nonconvertible fixed income securities may consist of: corporate notes, bonds, debentures and other securities (such as Euro-currency instruments) of non-U.S. issuers that are rated within the three highest rating categories of rating services or, if unrated, are deemed by the advisor to be of comparable credit quality; and securities issued by foreign governments and supranational agencies (such as the World Bank).
Phoenix-Duff & Phelps Real Estate Securities Series
As the Phoenix-Duff & Phelps Real Estate Securities Series invests in REITs, investors will bear not only the proportionate share of the expenses of the Series but also, the similar expenses of the underlying REITs.
The Phoenix-Duff & Phelps Real Estate Securities Series will not invest in real estate directly, but only in securities issued by real estate companies. However, the portfolio may be subject to risks similar to those associated with the direct ownership of real estate because of its policy of concentrating in the securities of
companies in the real estate industry. These include declines in the value of real estate, risks related to general and local economic conditions, dependence on management skill, cash flow dependence, possible lack of availability of long-term mortgage trusts, overbuilding, extended vacancies of properties, decreased occupancy rates and increased competition, increases in property taxes and operating expenses, changes in neighborhood values and the appeal of the properties to tenants and changes in interest rates.
The Phoenix-Duff & Phelps Real Estate Securities Series may invest in debt securities rated BBB or better by Standard & Poors or Baa or better by Moodys or, if not rated, are judged to be of comparable quality as determined by Duff & Phelps. In choosing debt securities for purchase by the Series, Duff & Phelps will employ the same analytical and valuation techniques utilized in managing the equity portion of the Phoenix-Duff & Phelps Real Estate Securities Series holdings and will invest in debt securities only of companies that satisfy Duff & Phelps investment criteria.
Phoenix Small-Cap Growth Series
Investments in initial public offerings (IPOs) can have a significant positive impact on the Series performance. The positive effect of investments in IPOs may not be sustainable because of a number of factors. The Series may not be able to buy shares in some IPOs or may be able to buy only a small number of shares. Also, the Series may not be able to buy the shares at the commencement of the offering and the general availability and performance of IPOs are dependent on market psychology and economic conditions. Also, the relative performance impact of IPOs is likely to decline as the Series grows.
The Series may engage in currency exchange transactions in order to protect against the effect of uncertain future exchange rates on securities denominated in foreign currencies. The Series will conduct its currency exchange transactions either on a spot (i.e., cash) basis at the rate prevailing in the currency exchange market, or by entering into forward contracts to purchase or sell currencies. The Series dealings in forward currency exchange contracts will be limited to hedging involving either specific transactions or aggregate portfolio positions.
Phoenix-Van Kampen Comstock Series
The Series may invest in convertible securities. The Series will invest only in the four highest rating categories of convertible securities, commonly called investment grade securities. If the Series purchases an investment grade security that loses its investment grade rating, the Series is not required to sell the security.
The Series may lend portfolio securities in amounts up to one-third the value of its total assets to increase its investment returns.
The Series may purchase and sell certain derivative instruments, such as options (up to 5% of its total assets), futures contracts and options on futures contracts (up to 100% of its total assets) for various portfolio management purposes, including to earn income, to facilitate portfolio management and to mitigate risks.
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The Trusts fundamental policies as they affect any Series cannot be changed without the approval of a vote of a majority of the outstanding shares of such Series, which is the lesser of (i) 67% or more of the voting securities of such Series present at a meeting if the holders of more than 50% of the outstanding voting securities of such Series are present or represented by proxy or (ii) more than 50% of the outstanding voting securities of such Series. A proposed change in fundamental policy or investment objective will be deemed to have been effectively acted upon by any Series if a majority of the outstanding voting securities of that Series votes for the approval of the proposal as provided above, notwithstanding (1) that such matter has not been approved by a majority of the outstanding securities of any other Series affected by such matter and (2) that such matter has not been approved by a majority of the outstanding voting securities of the Trust. Compliance with applicable percentage thresholds is measured as of the time of initial investment.
Fundamental Investment Restrictions
The following investment restrictions are fundamental policies of the Series described in this SAI and may not be changed except as described above.
| 1. | A Series may not, with respect to 75% of its total assets, purchase securities of an issuer (other than the U.S. Government, its agencies, instrumentalities or authorities or repurchase agreements collateralized by U.S. Government securities and other investment companies, if: (a) such purchase would, at the time, cause more than 5% of the Series total assets, taken at market value, to be invested in the securities of such issuer; or (b) such purchase would, at the time, result in more than 10% of the outstanding voting securities of such issuer being held by the Series. This restriction does not apply to the Phoenix-Duff & Phelps Real Estate Securities Series. |
| 2. | A Series may not purchase securities in a given industry if, after giving effect to the purchase, more than 25% of its total assets would be invested in the securities of one or more issuers conducting business activities in the same industry (excluding the U.S. Government or its agencies or instrumentalities). This restriction does not apply to the Phoenix-Duff & Phelps Real Estate Securities. In addition, the Phoenix Money Market Series and Phoenix Strategic Allocation Series may invest more than 25% of their assets in the banking industry. |
| 3. | A Series may not issue senior securities in contravention of the 1940 Act. Activities permitted by SEC exemptive orders or staff interpretations shall not be deemed prohibited by this restriction. |
| 4. | A Series may not borrow money, except (i) in amounts not to exceed one third of the value of the Series total assets (including the amount borrowed) from banks, and (ii) up to an additional 5% of its total assets from banks or other lenders for temporary purposes. For purposes of this restriction, (a) investment techniques such as margin |
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purchases, short sales, forward commitments, and roll transactions, (b) investments in instruments such as futures contracts, swaps, and options, and (c) short-term credits extended in connection with trade clearances and settlement shall not constitute borrowing. |
| 5. | A Series may not underwrite the securities issued by other persons, except to the extent that, in connection with the disposition of portfolio securities, a Series may be deemed to be an underwriter under the applicable law. |
| 6. | A Series may not purchase or sell real estate, except that a Series may (i) acquire or lease office space for its own use, (ii) invest in securities of issuers that invest in real estate or interests therein, (iii) invest in mortgage-related securities and other securities that are secured by real estate or interests therein, or (iv) hold and sell real estate acquired by the Series as a result of the ownership of securities. |
| 7. | A Series may not make loans, except that a Series may (i) lend portfolio securities, (ii) enter into repurchase agreements, (iii) purchase all or a portion of an issue of debt securities, bank loan participation interests, bank certificates of deposit, bankers acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities, and (iv) participate in an interfund lending program with other registered investment companies. |
| 8. | A Series may not purchase or sell commodities or commodity contracts, except a Series may purchase and sell derivatives (including, but not limited to, options, futures contracts and options on futures contracts) whose value is tied to the value of a financial index or a financial instrument or other asset (including, but not limited to, securities indices, interest rates, securities, currencies and physical commodities). |
The portfolio turnover rate of each Series is calculated by dividing the lesser of purchases or sales of portfolio securities during the fiscal year by the monthly average of the value of the Series securities (excluding all securities, including options, with maturities at the time of acquisition of one year or less). All long-term securities, including long-term U.S. Government securities, are included. A high rate of portfolio turnover generally involves correspondingly greater brokerage commission expenses, which must be borne directly by the Series. Turnover rates may vary greatly from year to year as well as within a particular year and also may be affected by cash requirements for redemptions of each Series shares by requirements that enable the Trust to receive certain favorable tax treatments. The portfolio turnover rates for each Series (other than the Phoenix Money Market Series) are set forth under Financial Highlights in the prospectus. The portfolio turnover rates for certain of Series of the Trust may have been a higher than average portfolio turnover rates for 2008 since a new subadvisor was appointed to manage the Phoenix Capital Growth and Phoenix Small-Cap Growth Series.
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The Board of Trustees supervises the business and affairs of the Trust under the laws of The Commonwealth of Massachusetts and the Declaration of Trust as amended. The Trustees and executive officers of the Trust and their principal occupations for the last five years are set forth below. There is no stated term of office for Trustees of the Trust. Certain Trustees are independent and are not considered to be interested persons as the term is defined under Section 2(a)(19) of the 1940 Act. All information is as of April 1, 2009.
| Independent Trustees | ||||||
| Name, Address and Age |
Position with the
Trust and Length of Time Served |
Number of
Portfolios in Trust Complex Overseen by Trustee |
Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee |
|||
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Frank M. Ellmer, CPA
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Trustee; Lead Independent Trustee and Chairperson Independent of the Audit Committee; Served since 1999 | 18 | Retired. | |||
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Roger A. Gelfenbien c/o The Phoenix Edge Series Fund 155 Federal Street Boston, MA 02110 66 |
Trustee Served since 2000 | 18 | Retired. Director, Webster Bank (2003-present). Director, USAllianz Variable Insurance Product Trust, 23 funds (1999-present). | |||
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Eunice S. Groark c/o The Phoenix Edge Series Fund 155 Federal Street Boston, MA 02110 71 |
Trustee; Chairperson of Governance and Nominating Committee; Served since 1999 | 18 | Attorney. Director, Peoples Bank (1995-present). | |||
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Frank E. Grzelecki c/o The Phoenix Edge Series Fund 155 Federal Street Boston, MA 02110 71 |
Trustee Served since 2000 | 18 | Retired. Director, Barnes Group Inc. (1997-present). | |||
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John R. Mallin c/o The Phoenix Edge Series Fund 155 Federal Street Boston, MA 02110 58 |
Trustee Served since 1999 | 18 | Partner/Attorney, McCarter & English LLP (2003-present). | |||
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Hassell H. McClellan c/o The Phoenix Edge Series Fund 155 Federal Street Boston, MA 02110 63 |
Trustee; Chairperson of Investment Performance Committee Served since 2008 | 18 | Associate Professor, Wallace E. Carroll School of Management, Boston College (1984-present). Independent Trustee, John Hancock Trust and John Hancock Funds II (2005-present). Board of Overseers, Tufts University School of Dental Medicine. | |||
| Interested Trustees and Officers | ||||||
| Name, Address and Age |
Position with the Trust and
Length of Time Served |
Number of
Portfolios in Trust Complex Overseen by Trustee |
Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee |
|||
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Philip R. McLoughlin 1 c/o The Phoenix Edge Series Trust 155 Federal Street Boston, MA 02110 63 |
Chairman/ Trustee Served since 2003 | 18 | Partner, Cross Pond Partners, LLC, (2006-present). Director, PXRE Corporation (Reinsurance) (1985-present), World Trust Fund (1991-present). Director/Trustee, Virtus Trusts Complex (1989-present). | |||
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| Name, Address and Age |
Position with the Trust and
Length of Time Served |
Number of
Portfolios in Trust Complex Overseen by Trustee |
Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee |
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Phillip K. Polkinghorn 2 One American Row Hartford, CT 06102 51 |
Trustee/ President Served since 2004 | 18 | Senior Executive Vice President, The Phoenix Companies, Inc. (2004-present). | |||
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Marc Baltuch 900 Third Avenue New York, NY 10022 63 |
Chief Compliance Officer Served since 2004 | N/A | Chief Compliance Officer, Zweig-DiMenna Associates LLC (1989-present); Vice President and Compliance Officer, certain of the Trusts in the Virtus Trust Family; Vice President, The Zweig Total Return Trust, Inc. (2004-present); Vice President, The Zweig Trust, Inc., (2004-present); President and Director of Watermark Securities, Inc. (1991-present); Assistant Secretary of Gotham Advisors Inc. (1990-present); | |||
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Kathleen A. McGah One American Row Hartford, CT 06102 58 |
Vice President, Chief Legal Officer, Counsel and Secretary Served since November 2005 | N/A | Vice President, Counsel, The Phoenix Companies, Inc. (2005-present). Vice President, Life and Annuity Counsel, Phoenix Life Insurance Company (October 2005- present). | |||
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W. Patrick Bradley 100 Pearl Street Hartford, CT 06103 37 |
Vice President, Chief Financial Officer, Treasurer and Principal Accounting Officer Served since 2004 | N/A | Vice President, Mutual Trust Administration, Virtus Investment Partners, Ltd. (2004-present). Chief Financial Officer and Treasurer (2005-present), certain Trusts within the Virtus Trust Family. | |||
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Thomas M. Buckingham One American Row Hartford, CT 06102 32 |
Senior Vice President Served since 2009 | N/A | Senior Vice President, L&A Product Development, The Phoenix Companies, Inc. (December 2007-present). Vice President, The Phoenix Companies, Inc. (2004-2007). |
|
1 |
Mr. McLoughlin may be considered an interested person as defined in the 1940 Act, by reason of his former relationship with The Phoenix Companies, Inc. |
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2 |
Mr. Polkinghorn is an interested person as defined in the 1940 Act, by reason of his position with the Trusts advisors and/or their affiliates. |
None of the Trustees or officers directly own shares of the Trust. As of April 1, 2009, the Trustees and officers as a group owned variable contracts that entitled them to give voting instructions with respect to less than 1% of the outstanding shares of the Trust.
Committees of the Board
Audit Committee. The Board has an Audit Committee comprised of entirely Independent Trustees and all Independent Trustees are members of the Audit Committee. Audit Committee members are Frank M. Ellmer, Roger A. Gelfenbien, Eunice S. Groark, Frank E. Grzelecki, John R. Mallin, and Hassell H. McClellan. The Audit Committee meets with the Trusts Independent auditors to review the scope of their services, including non-audited functions, as well as the results of their examination of the Trusts financial statements. The Audit Committee also meets with the Independent auditors to review the adequacy of the Trusts accounting policies and procedures. The Audit Committee met four times and had two telephonic meetings in 2008.
Governance and Nominating Committee. The Board has a Governance and Nominating Committee comprised entirely of Independent Trustees that selects and nominates new candidates for election as Independent Trustees; develops and recommends to the Board a set of governance principles applicable to the Trust; oversees annually the evaluation of the Board, this Committee and management of other committees of the Trust; and assists the Board in fulfilling its oversight responsibilities with respect to matters relating to the interests of the shareholders of the Trust. The Governance and Nominating Committee will not consider nominees recommended by Policyholders or Contract owners. Frank M. Ellmer, Eunice S. Groark, Frank E. Grzelecki, Roger A. Gelfenbien, John R. Mallin, and Hassell H. McClellan comprise the Governance and Nominating Committee. The Governance and Nominating Committee met four times in 2008.
Investment Performance Committee. The Board has an Investment Performance Committee comprised entirely of Independent Trustees that monitors and reviews the investment performance of the Trust. Investment Performance Committee
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members are Frank M. Ellmer, Eunice S. Groark, Frank E. Grzelecki, Roger A. Gelfenbien, John R. Mallin, and Hassell H. McClellan. The Investment Performance Committee met four times in 2008.
Executive Committee. The Executive Committee can act for the Board of Trustees in any manner that the Board of Trustees may direct subject to the 1940 Act. Frank M. Ellmer, Eunice S. Groark, and John R. Mallin serve as members of the Executive Committee of the Board of Trustees. The Executive Committee did not meet in 2008.
Compensation Table
Trustee costs are allocated equally to each of the Series of the Trust. Officers and employees of the advisor who are interested persons are compensated by the advisor and receive no compensation from the Trust. Trustees receive no compensation from any other Trust in the complex, except Mr. McLoughlin. Each Independent Trustee receives from the Trust a $4,000 quarterly stipend plus $2,000 for each Board meeting attended and $1,000 per telephonic meeting. The Lead Director receives an additional $5,000 retainer fee. The Chairperson of the Governance and Nominating Committee receives an additional $2,000 retainer fee. The Chairperson of the Investment Performance Committee receives an additional $2,000 retainer fee. Committee members receive an additional fee of $2,000 for each committee meeting attended. The Chairperson of the Audit Committee receives an additional $2,000 retainer fee. In addition, the Trust reimburses each of the Independent Trustees for travel and other expenses incurred in connection with attendance at such meetings. Trustees are not entitled to receive any retirement benefits or deferred compensation from the Trust. The Trustees received the following compensation from the Trust for the year ended December 31, 2008:
| Name |
Aggregate Compensation
From Trust |
|
| Frank M. Ellmer | $67,000 | |
| John A. Fabian* | $ 8,000 | |
| Roger A. Gelfenbien | $53,000 | |
| Eunice S. Groark | $61,000 | |
| Frank E. Grzelecki | $56,000 | |
| John R. Mallin | $55,000 | |
| Hassell H. McClellan | $51,000 | |
| Philip R. McLoughlin | $60,000 | |
| Philip K. Polkinghorn | None |
| * | John A. Fabian retired from the Trust as of December 31, 2007 |
| + | For 2009, each Independent Trustee receives from the Trust a $20,000 retainer, $8,000 quarterly Board fee for attendance, $4,000 for a scheduled in-person or telephonic meeting, and $1,000 for a special telephonic Board or Committee meeting. The Lead Director and Committee Chairpersons compensation remains the same as the 2008 compensation. |
| - | A deferred compensation plan is available to the Trustees. Neither the Fund nor any affiliates provide additional compensation with respect to this deferred compensation plan. |
Trustee Ownership of Securities
Set forth in the table below is the dollar range of equity securities held by each Trustee as of December 31, 2008.
| Name of Trustee |
Dollar Range of
Equity Securities in a Series of the Trust |
Aggregate
Dollar Range of Trustee Ownership in all Series Overseen by Trustee in Family of Investment Companies 1 |
||
| Frank M. Ellmer | None | None | ||
| Roger A. Gelfenbien | None | None | ||
| Eunice S. Groark | None | None | ||
| Frank E. Grzelecki | None | None | ||
| John R. Mallin | None | None | ||
| Hassell H. McClellan | None | None | ||
| Philip R. McLoughlin | None | None | ||
| Philip K. Polkinghorn | None | None |
|
1 |
For the purposes of this table, the Trust has been considered to comprise the relevant Family of Investment Companies. |
Interests of Independent Trustees
SEC Release No. 33-7932 requires, among other things, that for certain regulatory filings made after February 15, 2002, mutual Trust registrants must disclose potential conflicts of interest involving trustees that could affect their independence. These requirements require disclosure by each Independent Trustee, or their immediate family members, of any direct or indirect interests or material interests, which exceed $120,000, during the two most recently completed calendar years, or which could impact on their independence. An Independent trustee has agreed to provide the following disclosures in accordance with the referenced release. The trustee maintains that the existence of these facts or circumstances have not, or do not, in any manner, affect her ability to serve as impartial and Independent trustees.
Mrs. Groarks husband, Tom Groark, is Of Counsel to the law firm of Day Pitney LLP (Day). During the last completed calendar year, Day provided legal services to the former Phoenix Investment Partners, Ltd. (PXP), and other Phoenix affiliates, in the aggregate amount of approximately $265,818. PXP was the direct or indirect parent of the Trusts other investment advisors and subadvisors that are affiliated with PNX. Mr. Groark did not work on or have any other involvement with any of these matters and they did not have a material effect on his compensation.
Board of Trustees Consideration of Advisory and Subadvisory Agreements
A discussion regarding the basis for the Board of Trustees approving the investment advisory and subadvisory agreements is available in the Trusts annual and semiannual reports covering the period January 1, 2008 through December 31, 2008.
Description of Shares
The Declaration of Trust authorizes the issuance of an unlimited number of shares of beneficial interest of each Series, each of which represents an equal proportionate interest in that Series.
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For each Series, the Trust currently issues only one class of shares that participates equally in dividends and distributions and has equal voting, liquidation and other rights. Each share upon liquidation entitles a shareholder to a pro rata share in the net assets of that Series. Shareholders have no preemptive conversion or exchange rights. When issued for the consideration described in the prospectus, the shares are fully paid and nonassessable by the Trust. The Declaration of Trust provides that the Trustees of the Trust may create additional Series of shares or separate classes of portfolios without shareholder approval. Share certificates representing the shares will not be issued.
Voting
Each share of each Series entitles the shareholder of record to one vote. Where a matter pertains solely to one or more Series, only the shareholders of such Series will be entitled to vote. Under the Declaration of Trust and Massachusetts business trust law, the Trust is not required to hold annual shareholder meetings. It is not anticipated that the Trust will hold shareholder meetings unless required by law, although special meetings may be called for a specific Series, or for the Trust as a whole, for the election or removal of a Trustee, changing a fundamental policy, or approving a new or amended advisory contract or subadvisory agreement. In addition, the Declaration of Trust provides that the holders of not less than two-thirds of the outstanding voting shares may remove a person serving as trustee either by written instrument or at a meeting held for that purpose. The Trustees are required to call a meeting for the purpose of considering the removal of a person serving as a Trustee, if requested in writing by the holders of not less than 10% of the outstanding shares of the Trust. In accordance with current laws, it is anticipated that an insurance company issuing a variable contract that participates in the Trust will request voting instructions from the variable contract owners and will vote the shares in the separate account in proportion to the voting instructions received. The Trusts shares do not have cumulative voting rights.
Manager of Managers Exemptive Order
The Trust and Phoenix Variable Advisors, Inc. (PVA) have received an exemptive order from the SEC granting exemptions from certain provisions of the Investment Company Act of 1940, as amended, pursuant to which PVA will, subject to supervision and approval of the Trusts Board of Trustees, be permitted to enter into and materially amend subadvisory agreements without such agreements being approved by the shareholders of the applicable Series of the Trust. The Trust and PVA therefore with approval from the Board of Trustees have the right to hire,
terminate, or replace subadvisors without shareholder approval, including, without limitation, the replacement or reinstatement of any subadvisor with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PVA will continue to have the ultimate responsibility to oversee the subadvisors to the Board of Trustees and recommend their hiring, termination and replacement. Within 90 days of the hiring of any new subadvisor for a Series, variable contract owners that are invested in the Series through their contract will be furnished with all information about the new subadvisor that would be in a proxy statement seeking shareholder approval of the new subadvisor.
Mixed and Shared Funding
Shares of the Trust are not directly offered to the public. Shares of the Trust are currently offered through separate accounts to fund variable accumulation annuity contracts and variable universal life insurance policies issued by Phoenix, PHL Variable, and PLAC. Shares of the Trust may be offered to separate accounts of other insurance companies in the future.
The interests of variable annuity contract owners and variable life policy owners could diverge based on differences in federal and state regulatory requirements, tax laws, investment management or other unanticipated developments. The Trustees currently do not foresee any such differences or disadvantages at this time. However, the Trustees intend to monitor for any material conflicts and will determine what action, if any, should be taken in response to such conflicts. If such a conflict should occur, one or more separate accounts may be required to withdraw its investment in the Trust or shares of another fund may be substituted.
Control Persons
Phoenix, PHL Variable and PLAC offering variable insurance and annuity products own 100% of the outstanding shares of the Trust.
Phoenix (a New York insurance company) is a direct, wholly owned subsidiary of PNX. PHL Variable (a Connecticut insurance company) and PLAC (a Connecticut insurance company) are wholly owned subsidiaries of PM Holdings, Inc. PM Holdings, Inc. is a direct, wholly owned subsidiary of Phoenix. The executive offices of the companies are located at One American Row, Hartford, CT. No shares are held by any advisor or subadvisor of the Trust. A Shareholder owning of record or beneficially more than 25% of a Series outstanding shares may be considered a controlling person. That Shareholders vote could have a more significant effect on matters presented at a Shareholders meeting than votes of other Shareholders.
The Investment Advisor, Subadvisors and Portfolio
The Investment Advisor
The Trust has entered into Investment Advisory Agreements (each an Agreement and together the Agreements) with PVA to serve as investment advisor to the various Series of the Trust, as described below. The Agreements provide that PVA shall furnish continuously, at its own expense, an investment program for each of the Series, subject at all times to the supervision of the Trustees.
The Agreements also provides that PVA shall furnish investment research and advice, implementation of the investment program, including the purchase and sale of securities, and regular reports to the Trustees or hire a subadvisor to provide such advisory services. This subadvisor oversight with respect to the Series is PVAs principal business activity. Generally, the Agreements provide that PVA shall supply, at its own expense, certain items, such as office facilities, personnel necessary to perform the functions required to manage the investment of each Series assets, and personnel to serve, without salary from the Trust, as officers of the Trust.
26
The Agreements remain in effect for two years following the initial effective date with respect to a Series, and continue in force from year to year thereafter for all Series, provided that, with respect to each Series, the applicable agreement must be approved at least annually by the Trustees or by vote of a majority of the outstanding voting securities of that Series (as that term is defined in the 1940 Act). In addition, and in either event, the terms of the Agreements and any renewal thereof must be approved by the vote of a majority of Trustees who are not parties to the Agreement or interested persons (as that term is defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. The agreements will terminate automatically if assigned and may be terminated at any time, without payment of any penalty, either by the Trust or by PVA, on sixty (60) days written notice. The Agreements provide that PVA 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 the Agreement relates, except a loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the advisor in the performance of its duties thereunder.
The Trust pays PVA, as full compensation for the services and facilities furnished to the Trust under the Agreements; a fee based on an annual percentage of the average daily net assets of each of the Series, as described in the table below. There can be no assurance that the Series will reach a net asset level high enough to realize a reduction in the rate of the advisory fee.
| Series |
Rate for First
$250,000,000 |
Rate for Next
$250,000,000 |
Rate for
Excess Over $500,000,000 |
|||
| Phoenix Capital Growth | .70% | .65% | .60% | |||
| Phoenix Growth and Income | .70% | .65% | .60% | |||
| Phoenix Money Market | .40% | .35% | .30% | |||
| Phoenix Multi-Sector Fixed Income | .50% | .45% | .40% | |||
| Phoenix Multi-Sector Short Term Bond | .50% | .45% | .40% | |||
| Phoenix Strategic Allocation | .60% | .55% | .50% | |||
| Phoenix-Aberdeen International | .75% | .70% | .65% | |||
| Phoenix-Van Kampen Comstock | .70% | .65% | .60% |
| Series |
Rate for First
$100,000,000 |
Rate for Next
$50,000,000 |
Rate for
Excess Over $150,000,000 |
|||
| Phoenix Mid-Cap Value | 1.05% | 1.00% | 0.95% | |||
| Phoenix Small-Cap Value | 1.05% | 1.00% | 0.95% | |||
| Phoenix-Duff & Phelps Real Estate Securities | .75% | .70% | .65% |
| Series | Rate | |
| Phoenix Mid-Cap Growth | .80% | |
| Phoenix Small-Cap Growth | .85% | |
| Phoenix Dynamic Asset Allocation: Aggressive Growth | .40% | |
| Phoenix Dynamic Asset Allocation: Growth | .40% | |
| Phoenix Dynamic Asset Allocation: Moderate | .40% | |
| Phoenix Dynamic Asset Allocation: Moderate Growth | .40% | |
| Phoenix-Van Kampen Equity 500 Index | .30% |
PVA began operations as an investment advisor in certain Series of 1999, the same year it began serving as an investment advisor to the Trust. PVA is a wholly owned subsidiary of PM Holdings, Inc. PM Holdings, Inc. is a wholly owned subsidiary of Phoenix. Phoenix is a wholly owned subsidiary of PNX. PVA was established to actively monitor and manage subadvisor performance for those Series of the Trust where the subadvisor is not affiliated with Phoenix, and became manager of the Series with affiliated subadvisors as of August 1, 2007. This subadvisor oversight with respect to the Series is PVAs sole business activity. As of December 31, 2008, PVA has approximately $1.6 billion in assets under management. PVAs offices are located at One American Row, Hartford, Connecticut 06102.
Compensation of Portfolio Managers of the Advisor:
Overall, the compensation program for Phoenix Variable Advisors, Inc. (the advisor) is adequate and competitive to attract and retain high-caliber investment professionals. The advisors investment professionals receive a competitive base salary, an incentive bonus opportunity and a benefits package. Managing Directors and portfolio investment professionals who supervise and manage others also participate in a management incentive program reflecting their personal contribution and team performance. Highly compensated individuals can also take advantage of a long-term incentive compensation program to defer their compensation and reduce tax implications.
The bonus package for portfolio managers is based upon how well the individual manager meets or exceeds assigned goals and subjective assessment of contributions to the team effort. Their incentive bonus also reflects a performance component for achieving and/or exceeding performance competitive with peers managing similar strategies. Such component is further adjusted to reward investment personnel for managing within the stated framework and for not taking unnecessary risks. This ensures that investment personnel will remain focused on managing and
27
acquiring securities that correspond to a Series mandate and risk profile. It also avoids the temptation for portfolio managers to take on more risk and unnecessary exposure to chase performance for personal gain.
Finally, portfolio managers and investment professionals may also receive PNX stock options and/or be granted PNX restricted stock at the direction of PXPs Board of Directors.
Following, is a more detailed description of the compensation structure of the Series portfolio managers disclosed as such in the Series prospectus.
Base Salary
Each portfolio manager is paid a base salary, which is determined by PXP and is designed to be competitive in light of the individuals experience and responsibilities. The advisors use compensation survey results of investment industry compensation conducted by an independent third party in evaluating competitive market compensation for its investment management professionals.
Incentive Bonus
Generally, the current Performance Incentive Plan for portfolio managers is made up of three components:
| 1. | Seventy percent of the target incentive is based on achieving investment area investment goals and individual performance. The Investment Incentive pool will be established based on actual investment performance compared with specific peer group or index measures established at the beginning of each calendar year. Performance of the funds managed is measured over one-, three- and five-year periods against specified benchmarks for each Series managed. Performance of the Series and growth of revenue, if applicable to a particular portfolio manager, is measured on a one-year basis. Generally, individual managers participation is based on the performance of each Series managed as weighted roughly by total assets in each of those Series. |
| 2. | Fifteen percent of the target incentive is based on the profitability of the investment management division with which the portfolio manager is associated. This component of the plan is paid in restricted stock of PNX, which vests over three years. |
| 3. | Fifteen percent of the target incentive is based on the managers investment areas competencies and on individual performance. This pool is funded based on PNXs return on equity. |
The Performance Incentive Plan applicable to some portfolio managers may vary from the description above. For instance, plans applicable to certain portfolio managers (i) may specify different percentages of target incentive that are based on investment goals and individual performance and on PNXs return on equity, (ii) may have fewer performance periods, (iii) may not contain the component that is based on the profitability of the management division with which the portfolio manager is associated, or (iv) may contain a guarantee payout percentage of certain portions of the Performance Incentive Plan.
Long-Term Incentive Bonus
Certain portfolio managers are eligible for a long-term incentive plan that is paid in restricted stock of PNX., which vests over three years.
Other Benefits
Portfolio managers are also eligible to participate in broad-based plans offered generally to the firms employees, including broad-based retirement, 401(k), health and other employee benefit plans.
The following table provides information as of December 31, 2008 regarding any other accounts managed by the PVA portfolio managers named in the prospectus. As noted in the table, the portfolio managers managing the Series may also manage or be members of management teams for other mutual funds or other similar accounts.
Note: Registered Investment Companies include all open- and closed-end mutual funds. Pooled Investment Vehicles (PIVs) include, but are not limited to, securities of issuers exempt from registration under Section 3(c) of the Investment Company Act, such as private placements and hedge fund. Other accounts would include, but are not limited to individual managed accounts, separate accounts, institutional accounts, pension funds, collateralized bond obligations and collateralized debt obligations.
As compensation for his responsibilities with respect to the Other Accounts, Mr. Wilkos received a fixed salary and bonus for the year ended December 31, 2008.
Description of any Potential Material Conflicts of Interest
There may be certain inherent conflicts of interest that arise in connection with the portfolio managers management of each Series investments and the investments of any other accounts they manage. Such conflicts could include aggregation of orders for all accounts managed by a particular portfolio manager, the allocation of purchases across all such accounts, the allocation of IPOs and any soft dollar arrangements that the advisor may have in place that could benefit the funds and/or such other accounts. The Board of Trustees has adopted on behalf of the Trust policies and procedures designed to address any such conflicts of interest to ensure that all transactions are executed in the best interest of the Series shareholders. The advisors and subadvisors are required to certify their compliance with these procedures to the Board of Trustees on a quarterly basis. There have been no material compliance issues with respect to any of these policies and procedures during the Trusts most recent fiscal year. For the REIT Series there are seldom any material conflicts of interest since portfolio managers generally manage funds and other accounts having similar investment strategies.
28
Ownership of Trust Securities by Portfolio Managers
The members of
Expense Reimbursement Arrangements
PVA has contractually agreed to reimburse expenses of the Trust until at least April 30, 2010, to the extent that such expenses exceed the operating expenses of the Series average net assets (the expense caps) as listed in the chart below.
| Series |
Maximum
Operating Expense |
|
| Phoenix Capital Growth | .25% | |
| Phoenix Growth and Income | .20% | |
| Phoenix Mid-Cap Growth | .30% | |
| Phoenix Mid-Cap Value | .25% | |
| Phoenix Money Market | .25% | |
| Phoenix Multi-Sector Fixed Income | .25% | |
| Phoenix Multi-Sector Short Term Bond | .20% | |
| Phoenix Small-Cap Growth | .20% | |
| Phoenix Small-Cap Value | .25% | |
| Phoenix Strategic Allocation | .25% | |
| Phoenix-Aberdeen International | .30% | |
| Phoenix-Duff & Phelps Real Estate Securities | .35% | |
| Phoenix Dynamic Asset Allocation: Aggressive Growth | .15% | |
| Phoenix Dynamic Asset Allocation: Growth | .15% | |
| Phoenix Dynamic Asset Allocation: Moderate | .15% | |
| Phoenix Dynamic Asset Allocation: Moderate Growth | .15% | |
| Phoenix-Van Kampen Comstock | .25% | |
| Phoenix-Van Kampen Equity 500 Index | .20% |
The Agreements provide that all costs and expenses not specifically enumerated, as payable by PVA shall be paid by the Trust (or, in certain cases, Phoenix). To the extent that any expenses are paid by the Trust, they will be paid by the Series incurring them or, in the case of general expenses, may be charged among the Series in relation to the benefits received by the shareholders, as determined by the financial agent under the supervision of the Board of Trustees. Such expenses shall include, but shall not be limited to, all expenses (other than those specifically referred to as being borne by the advisors (or, in certain cases, Phoenix)) incurred in the operation of the Trust and any offering of its shares, including, among others, interest, taxes, brokerage fees and commissions, fees of Trustees, 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, certain expenses of issue and sale of shares, association membership dues, charges of custodians, transfer agents, dividend disbursing agents and financial agents, bookkeeping, auditing and legal expenses. The Trust (or, in certain cases, Phoenix) also will pay the fees and bear the expense of registering and maintaining the registration of the Trust and its shares with the SEC and the expense of preparing and mailing prospectuses and reports to shareholders.
PVA and its predecessor advisors were compensated for the last three calendar years as follows:
|
Compensation for the year ended
December 31, |
||||||
| Series | 2008 | 2007 | 2006 | |||
| Phoenix Capital Growth 1 | $2,087,396 | $2,869,453 | $2,853,191 | |||
| Phoenix Growth and Income Series 2 | $853,827 | $1,007,735 | $1,031,566 | |||
| Phoenix Mid-Cap Growth | $507,859 | $702,882 | $431,216 | |||
| Phoenix Mid-Cap Value 4 | $1,282,888 | $1,527,220 | $1,327,620 | |||
| Phoenix Money Market 1 | $777,881 | $655,466 | $642,741 | |||
| Phoenix Multi-Sector Fixed Income 1 | $1,100,863 | $1,230,534 | $1,225,509 | |||
| Phoenix Multi-Sector Short Term Bond 1 | $255,290.42 | $172,927 | $234,428 | |||
| Phoenix Small-Cap Growth 5 | $343,276 | $419,394 | $272,502 | |||
| Phoenix Small-Cap Value 4 | $626,998 | $877,436 | $806,562 | |||
| Phoenix Strategic Allocation 1 | $1,317,316 | $1,735,618 | $1,931,987 | |||
| Phoenix-Aberdeen International 1 | $3,098,746 | $3,348,090 | $1,812,794 | |||
| Phoenix-Duff & Phelps Real Estate Securities 3 Series | $923,482 | $1,260,081 | $1,222,265 | |||
| Phoenix Dynamic Asset Allocation: Aggressive Growth | $83,924 | $11,069 | $19,733 | |||
| Phoenix Dynamic Asset Allocation: Growth | $143,262 | $16,414 | $23,393 | |||
| Phoenix Dynamic Asset Allocation: Moderate | $54,407 | $(20,469) | $6,167 | |||
| Phoenix Dynamic Asset Allocation: Moderate Growth | $89,486 | $(1,450) | $14,554 | |||
| Phoenix-Van Kampen Comstock Series | $457,542 | $701,786 | $19,733 | |||
| Phoenix-Van Kampen Equity 500 Index Series | $330,230.37 | $371,252 | $23,393 | |||
29
|
1 |
Prior to August 1, 2007, the investment advisor to the Series was Phoenix Investment Counsel, Inc. Prior to November 2008, the subadvisor was Harris Investment Management, Inc. |
|
2 |
From January 1, 2006 until August 1, 2007, the investment advisor to the Series was Phoenix Investment Counsel, Inc. |
|
3 |
Prior to August 1, 2007, the investment advisor to the Series was Duff & Phelps Investment Management Company. |
|
4 |
Prior to May 1, 2009, the subadvisor to the Series was AllianceBernstein, L.P. |
|
5 |
Prior to September 2008, the subadvisor was Fred Alger Management, Inc. |
The Subadvisors
PVA employs subadvisors to furnish portfolio management services to the Series, subject to Investment Subadvisory Agreements, the terms of which are described below.
| Ø | Aberdeen Asset Management Inc. |
PVA has engaged Aberdeen Asset Management Inc. (Aberdeen) as a subadvisor to the Phoenix-Aberdeen International Series. Aberdeen provides the day-to-day portfolio management for the Series. For implementing certain portfolio transactions and providing other services to the Series, PVA pays a monthly fee to Aberdeen based on an annual percentage of the average daily net assets of the Series as follows:
| Series | Rate | Breakpoint Assets | ||
| Phoenix-Aberdeen International Series |
.375%
.350% .325% |
On first $250 million On next $250 million On excess over $500 million |
Aberdeen may, as needed, use the resources of its parent, Aberdeen Asset Management PLC and its parents wholly owned subsidiaries for implementing certain portfolio transactions and for providing research services. For implementing certain portfolio transactions, providing research and other services with regard to investments in particular geographic areas, for example, Aberdeen shall engage the services of its affiliates for which such entities shall be paid a fee by Aberdeen.
Aberdeen is a wholly owned subsidiary of Aberdeen Asset Management PLC, and its principal offices are located at 1735 Market Street, 37th Floor, Philadelphia, PA 19103. Aberdeen Asset Management Asia Limited is a direct subsidiary of Aberdeen Asset Management PLC, and its principal offices are located at 21 Church Street, #01-01 Capital Square Two, Singapore 049480. Aberdeen Asset Management PLC was founded in 1983 and through subsidiaries operating from offices in Scotland; London, England; Singapore and the United States and elsewhere around the globe, provides investment management services to unit and investment trusts, segregated pension funds and other institutional and private portfolios. As of December 31, 2008, Aberdeen Asset Management PLC, and its advisory subsidiaries, had approximately $204.7 billion in assets under management. Aberdeen Asset Management PLCs principal offices are located at One Bow Churchyard, Cheapside, London EC4M 9HH.
Compensation of Portfolio Managers of the Subadvisor
Like its competitors in the investment management industry, Aberdeen Asset Management PLC ("Aberdeen PLC") recognizes
the importance of motivating and retaining key employees. Overall compensation packages are competitive relative to investment management industry standards. Aberdeen PLC seeks to offer its investment professionals both competitive short-term and long-term compensation. Portfolio managers and research professionals are paid (i) base salaries, which are linked to job function, responsibilities, experience and financial services industry peer comparison and (ii) variable compensation, which is linked to investment performance, individual contributions to the team, the overall performance of the team/business unit and Aberdeen PLCs financial results. Variable compensation may include a cash bonus incentive and participation in a variety of long-term equity programs (usually in the form of Aberdeen PLC equity).
Bonus and long-term incentives comprise a greater proportion of total compensation as an investment professionals seniority and compensation levels increase. Top performing investment professionals earn a total compensation package that is highly competitive, including a bonus that can be a multiple of their base salary. The amount of equity awarded under the long-term equity programs is generally based on the individuals total compensation package and may comprise from 0%-40% of the total compensation award. Certain senior investment professionals may be subject to a mandatory deferral of a portion of their cash and equity compensation to act as a retention tool.
As a UK listed PLC, Aberdeen PLC has an Independent Remuneration Committee that has sole responsibility for authorizing all compensation payments to senior employees, many of which will be investment professionals. This committee is also mandated to agree the design of any incentive scheme that must ultimately go for shareholder approval. To evaluate its investment professionals, Aberdeen PLC uses a Performance Management Process. Objectives evaluated by the process are related to investment performance and generally take into account peer group and benchmark related data. The ultimate goal of this process is to link the performance of investment professionals with client investment objectives and to deliver investment performance that meets clients risk and return objectives. When determining total compensation, Aberdeen PLC considers a number of quantitative and qualitative factors such as:
| v |
Investment performance over various periods versus benchmark (such as the benchmark used in the prospectus) and appropriate peer group, taking into consideration risk targets. Qualitative measures include adherence to the investment process and individual contributions to the process, among other things. |
| v |
Other factors, including contributions made to the investment team as well as adherence to compliance, risk management, and general good corporate behavior, are part of a discretionary component which gives management the ability to reward these behaviors on a subjective basis through bonus incentives. |
In addition, Aberdeen PLC analyzes competitive compensation levels through the use of extensive market data surveys. Portfolio manager compensation is reviewed and may be modified each
30
year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine overall compensation to promote good sustained investment performance.
Other Accounts Managed by the Portfolio Managers
The following table provides information as of December 31, 2008 regarding any other accounts managed by the portfolio managers and portfolio management team members for the Series. As noted in the table, the portfolio managers managing the Series may also manage or be members of management teams for other mutual Trusts or other similar accounts.
| Phoenix-Aberdeen International Series | ||||||
|
Portfolio Manager |
Number of Other Accounts Managed; Assets
Under Management |
|||||
|
Registered
Investment Companies |
Other Pooled
Investment Vehicles |
Other
Accounts |
||||
| Stephen Docherty | 0 | 20;$4 billion | 17; $3 billion | |||
| Bruce Stout | 0 | 9; $3 billion | 17; $3 billion | |||
| Andrew McMenigall | 0 | 6; $1 billion | 17; $3 billion | |||
| Jamie Cumming | 0 | 6; $1 billion | 17; $3 billion | |||
The following table provides information as of December 31, 2008 regarding the portfolio managers involved in this account that are responsible for managing accounts with performance based fees at this time.
| Phoenix-Aberdeen International Series | ||||||
| Portfolio Manager |
Number of Other Accounts Managed;
Performance Based |
|||||
|
Registered
Investment Companies |
Other Pooled
Investment Vehicles |
Other
Accounts |
||||
| Stephen Docherty | 0 | 1: $1.3 billion | 0 | |||
| Bruce Stout | 0 | 1: $1.3 billion | 0 | |||
| Andrew McMenigall | 0 | 1: $1.3 billion | 0 | |||
| Jamie Cumming | 0 | 1: $1.3 billion | 0 | |||
Description of any Potential Material Conflicts of Interest
The portfolio managers management of other accounts may give rise to potential conflicts of interest in connection with their management of the Funds investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have the same investment objective as the Fund. Therefore, a potential conflict of interest may arise as a result of the identical investment objectives, whereby the portfolio manager could favor one account over another. However, Aberdeen believes that these risks are mitigated by the fact that; (i) accounts with like investment strategies managed by a particular portfolio manager are generally managed in a similar fashion, subject to exceptions to account for particular
investment restrictions or policies applicable only to certain accounts, differences in cash flows and account sizes, and similar factors; and (ii) portfolio manager personal trading is monitored to avoid potential conflicts. In addition, Aberdeen has adopted trade allocation procedures that require equitable allocation of trade orders for a particular security among participating accounts.
In some cases, another account managed by the same portfolio manager may compensate Aberdeen based on the performance of the portfolio held by that account. The existence of such a performance-based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities.
Another potential conflict could include instances in which securities considered as investments for the Fund also may be appropriate for other investment accounts managed by Aberdeen or its affiliates. Whenever decisions are
made to buy or sell securities by the Fund and one or more of the other accounts simultaneously, Aberdeen may aggregate the purchases and sales of the securities and will allocate the securities transactions in a manner that it believes to be
equitable under the circumstances. As a result of the allocations, there may be instances where the Fund will not participate in a transaction that is allocated among other accounts. While these aggregation and allocation policies could have a
detrimental effect on the price or amount of the securities available to the Fund from time to time, it is the opinion of Aberdeen that the benefits from Aberdeens organization outweigh any disadvantage that may arise from exposure to
simultaneous transactions. Aberdeen has adopted policies that are designed to eliminate or minimize conflicts of interest, although there is no guarantee that procedures adopted under such policies will detect each and every situation in which a
Ownership of Securities
None of the portfolio managers beneficially own any shares in the Trust.
| Ø | Duff & Phelps Investment Management Company |
PVA has engaged Duff & Phelps Investment Management Company (Duff & Phelps) as subadvisor to the Phoenix-Duff & Phelps Real Estate Securities Series. Duff & Phelps provides the day-to-day portfolio management for the Series. For implementing certain portfolio transactions and providing other services to the Series, PVA pays a monthly fee to Duff & Phelps based on the annual percentage of the average daily net assets of the Series as follows:
| Series | Rate | |
| Phoenix-Duff & Phelps Real Estate Securities | .375% |
Duff & Phelps also serves as investment advisor and subadvisor for other Trusts. Duff & Phelps is a subsidiary of Virtus Investment Partners, Inc. (Virtus). Virtus provides investment management and related services to institutional investors, corporations and individuals through operating subsidiaries. As of December 31, 2008, Duff & Phelps had approximately $5.8 billion in assets under management. Duff & Phelps offices are located at 200 S. Wacker Drive, Suite 500, Chicago, Illinois 60606.
31
Compensation of Portfolio Managers of the Subadvisor
Virtus Investment Partners, Inc. and its affiliated investment management firms, including VIA and Duff & Phelps (collectively Virtus), believe that the firms compensation program is adequate and competitive to attract and retain high-caliber investment professionals. Investment professionals at Virtus receive a competitive base salary, an incentive bonus opportunity and a benefit package. Certain investment professionals who supervise and manage others also participate in a management incentive program reflecting their personal contribution and team performance. Certain key individuals may also participate in a Long-Term Incentive Compensation program, including potential awards of Virtus restricted stock units (RSUs) with a multi-year vesting, subject to Virtus board approval, and opportunities to defer their compensation and reduce tax implications.
Following is a more detailed description of the compensation structure.
Base Salary . Each portfolio manager is paid a fixed base salary, which is determined by Virtus and is designed to be competitive in light of the individuals experience and responsibilities. Virtus management uses compensation survey results of investment industry compensation conducted by an independent third party in evaluating competitive market compensation for its investment management professionals.
Incentive Bonus. Incentive bonus pools are based upon individual firm profits and in some instances overall Virtus profitability. The short-term incentive payment is generally paid in cash, but a portion may be made in Virtus RSUs. Individual payments are assessed using comparisons of actual investment performance compared with specific peer group or index measures established at the beginning of each calendar year. Performance of the funds managed is measured over one-, three- and five-year periods. Generally, an individual managers participation is based on the performance of each fund/account managed as weighted roughly by total assets in each of these funds/accounts. In certain instances comparison of portfolio risk factors to peer or index risk factors, as well as achievement of qualitative goals, may also be components of the individual payment potential.
The Performance Incentive Plan applicable to some portfolio managers varies from the description above. For instance, plans applicable to certain portfolio managers (i) may have an override based upon revenues generated, (ii) may contain a component that is based on the profitability of the management division with which the portfolio manager is associated, or (iii) may contain a guarantee payout.
Other Benefits . Portfolio managers are also eligible to participate in broad-based plans offered generally to employees of Virtus and its affiliates, including 401(k), health and other employee benefit plans.
Other Accounts Managed by the Portfolio Manager
The following table provides information as of December 31, 2008 regarding any other accounts that Duff& Phelps portfolio managers provide investment recommendations.
| Phoenix-Duff & Phelps Real Estate Securities | ||||||
| Portfolio Manager |
Number of Other Accounts Managed; Assets
Under Management |
|||||
|
Registered
Investment Companies |
Other Pooled
Investment Vehicles |
Other
Accounts |
||||
| Geoffrey Dybas, CFA | 4: $3.2 billion* | 1: $27.5 million |
9: $142.9
million |
|||
| Frank Haggerty | 4: $3.2 billion* | 1: $27.5 million |
9: $142.9
million |
|||
*Mr. Dybas and Mr. Haggerty are Portfolio Managers for 4 registered investment companies which include $2.5 billion from a closed-end fund of which $61 million are REIT securities.
Description of any Potential Material Conflicts of Interest
There may be certain inherent conflicts of interest that arise in connection with the portfolio managers management of each Series investments and the investments of
any other accounts they manage. Such conflicts could include aggregation of orders for all accounts managed by a particular portfolio manager, the allocation of purchases across all such accounts, the allocation of IPOs and any soft dollar
arrangements that the advisor may have in place that could benefit the funds and/or such other accounts. The Board of Trustees has adopted on behalf of the Trust policies and procedures designed to address any such conflicts of interest to ensure
that all transactions are executed in the best interest of the Series shareholders. The advisors and subadvisors are required to certify their compliance with these procedures to the Board of Trustees on a quarterly basis. There have been no
material compliance issues with respect to any of these policies and procedures during the Trusts most recent fiscal year. For the REIT Series there are seldom any material conflicts of interest since portfolio managers generally manage Trusts
Ownership of Trust Securities by Portfolio Managers
The members of the portfolio management teams do not beneficially own any shares in the Trust.
| Ø | Goodwin Capital Advisers, Inc. |
PVA has engaged Goodwin Capital Advisers, Inc. (Goodwin) as subadvisor to the Phoenix Money Market Series, Phoenix Multi-Sector Fixed Income Series, Phoenix Multi-Sector Short Term Bond Series and the fixed income portion of the Phoenix Strategic Allocation Series. Goodwin, an affiliate PVA, is located at One American Row, Hartford, Connecticut 06102-5056. Goodwin acts as subadvisor for 17 mutual funds and manages fixed income assets for individuals and institutions.
32
As of December 31, 2008, Goodwin had approximately $13.5 billion in assets under management. For implementing certain portfolio transactions and providing other services to the Series, PVA pays a monthly fee to Goodwin based on the average daily net assets of the Series at the following annual rates:
| Series | Rate | |
| Phoenix Money Market Series | 0.15% | |
| Phoenix Multi-Sector Fixed Income Series | 0.20% | |
| Phoenix Multi-Sector Short Term Bond Series | 0.20% | |
|
Phoenix Strategic Allocation Series (fixed income
portion) |
1
/
2
of
0.23% |
Compensation of Portfolio Managers of the Subadvisor
Goodwins compensation policies with respect to its portfolio managers are identical to the compensation policies of the advisor, as described above under Compensation of Portfolio Managers of the Advisor.
Other Accounts Managed by the Portfolio Managers
The following table provides information as of December 31, 2008 regarding any other accounts managed by the Goodwin portfolio managers named in the prospectus. As noted in the table, the portfolio managers managing the Series may also manage or be members of management teams for other mutual funds or other similar accounts.
|
Phoenix Multi-Sector Fixed Income Phoenix Multi-Sector Short
Term Bond Phoenix Strategic Allocation |
||||||
| Portfolio Manager |
Number of Other Accounts Managed;
Assets Under Management |
|||||
|
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other
Accounts |
||||
| David L. Albrycht | 8: $2.65 billion | 0 | 0 | |||
For 2008, Mr. Albrycht received a base salary, cash bonus, restricted stock and deferred cash compensation.
Description of any Potential Material Conflicts of Interest
There may be certain inherent conflicts of interest that arise in connection with the portfolio managers management of each Series investments and the investments of any other accounts they manage. Such conflicts could include aggregation of orders for all accounts managed by a particular portfolio manager, the allocation of purchases across all such accounts, the allocation of IPOs and any soft dollar arrangements that the advisor may have in place that could benefit the funds and/or such other accounts. The Board of Trustees has adopted on behalf of the Trust policies and procedures designed to address any such conflicts of interest to ensure that all transactions are executed in the best interest of the Series shareholders. The advisors and subadvisors are required to certify their compliance with these procedures to the Board of Trustees on a quarterly basis. There have been no material compliance issues with respect to any of these policies and procedures during the Trusts most recent fiscal year. For the REIT Series there are seldom any material conflicts of interest since portfolio managers generally manage Trusts and other accounts having similar investment strategies.
Ownership of Trust Securities by Portfolio Managers
The members of the portfolio management teams of the Trust do not beneficially own any shares in the Trust.
| Ø | Ibbotson Associates, Inc. |
Pursuant to an agreement between PVA and Ibbotson Associates, Inc. (Ibbotson), Ibbotson is the limited services subadvisor to each of the Phoenix Dynamic Series. The limited services subadvisor does not have any trading, clearing or custody operations responsibility. For the services provided, PVA pays a monthly fee to Ibbotson which is equal, on an annual basis, to $125,000 and 0.06% of the amount over $125,000 of the combined average daily net assets of each of the Phoenix Dynamic Series. Ibbotson became the limited services subadvisor to the Series on March 3, 2008.
| Series | Rate | |
| Phoenix Dynamic Series |
Minimum Annual Fee $125,000 0.06% on first $1billion 0.05% greater than $1 billion |
Ibbotsons principal place of business is located at 22 W. Washington Street, Chicago, Illinois, 60606-7676. As of December, 31, 2008, Ibbotson and its affiliates had approximately $46.6 billion in assets under advisement.
Compensation of Portfolio Managers of the Limited Services Subadvisor
The following describes the structures and method of calculating the portfolio managers compensation as of December 31, 2008. Ibbotson portfolio managers and consultants are compensated with a salary plus a discretionary annual bonus based on management goals and the overall financial performance of Ibbotson. Neither compensation nor bonuses are based on the performance of any fund. Ibbotson portfolio managers and consultants also are eligible for customary benefits and programs offered generally to Ibbotson employees, including stock options.
Other Accounts Managed by the Portfolio Managers
The following table provides information as of December 31, 2008 regarding any other accounts managed by the portfolio managers and portfolio management team members for the Series. As noted in the table, the portfolio managers managing the Series may also manage or be members of management teams for other mutual funds or other similar accounts. None of the portfolio managers involved in this account is responsible for managing any accounts with performance based fees at this time.
Description of any Potential Material Conflicts of Interest
Ibbotson receives compensation directly from the entities to which it provides consulting services. To avoid conflicts of interest, Ibbotson does not receive any financial incentives, such
33
as 12b-1 fees from mutual fund companies, or engage in revenue sharing with broker/dealers or other financial intermediaries. Ibbotson has also established specific
policies and procedures to help ensure that our research remains independent and objective. All Ibbotson employees are required to adhere to Ibbotsons Code of Ethics, which includes conflict of interest and monitoring procedures to prevent
Ownership of Securities
None of the portfolio managers beneficially own any shares in the Trust.
Ø Morgan Stanley Investment Management Inc.
Pursuant to a subadvisory agreement between PVA and Morgan Stanley Investment Management Inc., dba Van Kampen (Van Kampen), Van Kampen is the subadvisor and furnishes portfolio management services to the Phoenix-Van Kampen Comstock and Phoenix-Van Kampen Equity 500 Index Series. For the services provided, PVA pays a monthly fee to Van Kampen based on an annual percentage of the average daily net assets of the Series as follows:
| Series | Rate | |
| Phoenix-Van Kampen Comstock | .35% |
| Phoenix-Van Kampen Equity 500 Index | .10% On first $100 million | |
| .085% On excess |
Van Kampens principal place of business is located at 522 Fifth Avenue, New York, NY 10036. As of December 31, 2008, Van Kampen, together with its affiliated asset management companies had approximately $404 billion in assets under management or supervision.
Compensation of Portfolio Managers of the Subadvisor Portfolio Manager Compensation Structure
DISCRETIONARY COMPENSATION. In addition to base compensation, portfolio managers may receive discretionary compensation.
Discretionary compensation can include:
| v |
Cash Bonus. |
| v |
Morgan Stanleys Long Term Incentive Compensation awardsa mandatory program that defers a portion of discretionary year-end compensation into restricted stock units or other awards based on Morgan Stanley common stock that are subject to vesting and other conditions. |
| v |
Investment Management Alignment Plan (IMAP) awardsa mandatory program that defers a portion of discretionary year-end compensation and notionally invests it in designated funds advised by the Sub-Adviser or its affiliates. The award is subject to vesting and other conditions. Portfolio managers must notionally invest a minimum of 25% to a maximum of 100% of the IMAP deferral into a combination of the designated funds they manage that are included in the IMAP fund menu, which may or may not include the Trust. |
| v |
Voluntary Deferred Compensation Plansvoluntary programs that permit certain employees to elect to defer a |
|
portion of their discretionary year-end compensation and directly or notionally invest the deferred amount: (1) across a range of designated investment funds, including funds advised by the Sub-Adviser or its affiliates; and/or (2) in Morgan Stanley stock units. |
Several factors determine discretionary compensation, which can vary by portfolio management team and circumstances. In order of relative importance, these factors include:
| v |
Investment performance. A portfolio managers compensation is linked to the pre-tax investment performance of the funds/accounts managed by the portfolio manager. Investment performance is calculated for one-, three- and five-year periods measured against a funds/accounts primary benchmark (as set forth in the funds prospectus), indices and/or peer groups, where applicable. Generally, the greatest weight is placed on the three- and five-year periods. |
| v |
Revenues generated by the investment companies, pooled investment vehicles and other accounts managed by the portfolio manager. |
| v |
Contribution to the business objectives of the Sub-Adviser. |
| v |
The dollar amount of assets managed by the portfolio manager. |
| v |
Market compensation survey research by independent third parties. |
| v |
Other qualitative factors, such as contributions to client objectives. |
| v |
Performance of Morgan Stanley and Morgan Stanley Investment Management, and the overall performance of the investment team(s) of which the portfolio manager is a member. |
Other Accounts Managed by the Portfolio Managers
The following table provides information as of December 31, 2008 regarding any other accounts managed by the portfolio managers and portfolio management team members for the Series. As noted in the table, the portfolio managers managing the Series may also manage or be members of management teams for other mutual funds or other similar accounts. None of the portfolio managers involved in this account is responsible for managing any accounts with performance based fees at this time.
| Phoenix-Van Kampen Comstock Series | ||||||
|
Portfolio
Manager |
Number of Other Accounts Managed; Assets Under Management |
|||||
|
Registered
Investment Companies |
Other Pooled
Investment Vehicles |
Other Accounts | ||||
| B. Robert Baker, Jr. 8 , Jason S. Leder, Kevin C. Holt | 17: $11.4 billion | 0 | 7,725: $5.7 billion | |||
| - |
Effective July 1, 2009, B. Robert Baker, Jr. will no longer be responsible for managing the portfolio. At that time, Messrs. Hold and Leder will become |
34
|
co-lead managers of the portfolio and will be responsible for the execution of the overall strategy of the portfolio. Messrs. Warwick and Armstrong will continue in their roles as co-portfolio managers. |
Description of any Potential Material Conflicts of Interest
Because the portfolio managers manage assets for other investment companies, pooled investment vehicles, and/or other accounts (including institutional clients, pension plans and
certain high net worth individuals), there may be an incentive to favor one client over another, resulting in conflicts of interest. For instance, the Van Kampen may receive fees from certain accounts that are higher than the fee it receives from
the Trust, or it may receive a performance-based fee on certain accounts. In those instances, the portfolio managers may have an incentive to favor the higher and/or performance-based fee accounts over the Trust. In addition, a conflict of interest
could exist to the extent Van Kampen has proprietary investments in certain accounts, where portfolio managers have personal investments in certain accounts or when certain accounts are investment options in Van Kampens employee benefits
and/or deferred compensation plans. The portfolio manager may have an incentive to favor these accounts over others. If Van Kampen manages accounts that engage in short sales of securities of the type in which the Trust invests, Van Kampen could be
seen as harming the performance of the Trust for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall. Van Kampen has adopted trade allocation and other policies and procedures that
Ownership of Securities
None of the portfolio managers beneficially own any shares in the Trust.
| Ø | Neuberger Berman Management LLC |
Pursuant to an agreement between PVA and Neuberger Berman Management LLC (Neuberger). Neuberger is the subadvisor and furnishes portfolio management services to the Phoenix Capital Growth, Phoenix Mid-Cap Growth Series and Phoenix Small-Cap Growth Series. Neuberger became the subadvisor to the Phoenix Mid-Cap Growth Series on November 27, 2007, and Phoenix Capital Growth Series and Phoenix Small-Cap Growth Series on September 15, 2008. PVA pays a monthly fee to Neuberger based on an annual percentage of the average daily net assets of the Series as follows:
| Series | Rate | |
| Phoenix Capital Growth |
0.35% on first $250 million 0.325% over $250 million |
|
| Phoenix Mid-Cap Growth |
0.425% of first $500 million 0.40% over $500 million |
|
| Phoenix Small-Cap Growth |
0.55% on first $300 million 0.40% over $300 million |
Neuberger is located at 605 Third Avenue, 21 st Floor, New York, NY 10158-0180. Neuberger and its investment advisory affiliates continue an asset management history that began in 1939. Neuberger Berman, LLC, the parent of Neuberger, is 51% owned by its management and 49% owned by Lehman Brothers Holdings, Inc. As of December 31, 2008, Neuberger and its affiliates had approximately $$165 billion in assets under management.
Compensation of Portfolio Managers of the Subadvisor
The following describes the structures and method of calculating the portfolio managers compensation as of December 31, 2008. A portion of the compensation paid to each portfolio manager is determined by comparisons to pre-determined peer groups and benchmarks, as opposed to a system dependent on a percent of management fees. The portfolio managers are paid a base salary that is not dependent on performance. Each portfolio manager also has a target bonus, which is set each year and can be increased or decreased prior to payment based in part on performance measured against the relevant peer group and benchmark.
Performance is measured on a three-year rolling average in order to emphasize longer-term performance. There is also a subjective component to determining the bonus, which consists of the following factors: (i) the individuals willingness to work with the marketing and sales groups; (ii) his or her effectiveness in building a franchise; and (iii) client servicing. Senior management determines this component in appropriate cases. There are additional components that comprise the portfolio managers compensation packages, including: (i) whether the manager was a partner/principal of Neuberger prior to its initial public offering; (ii) for more recent hires, incentives that may have been negotiated at the time the portfolio manager joined the Neuberger complex; and (iii) the total amount of assets for which the portfolio manager is responsible.
Neubergers portfolio managers have always had a degree of independence that they would not get at other firms that have, for example, investment committees. Neuberger believes that its portfolio managers are retained not only through compensation and opportunities for advancement, but also by a collegial and stable money management environment. In addition, there are additional stock and option award programs available. Neuberger believes the measurement versus the peer groups on a three-year rolling average basis creates a meaningful disincentive to try and beat the peer group and benchmark in any given year by taking undue risks in portfolio management. The incentive is to be a solid performer over the longer-term, not necessarily to be a short-term winner in any given year.
Other Accounts Managed by the Portfolio Managers
The following table provides information as of December 31, 2008 regarding any other accounts managed by the portfolio managers and portfolio management team members for the Series. As noted in the table, the portfolio managers managing
35
the Series may also manage or be members of management teams for other mutual Trusts or other similar accounts.
None of the portfolio managers involved in this account is responsible for managing any accounts with performance based fees at this time.
| Phoenix Capital Growth Series | ||||||
| Portfolio Manager |
Number of Other Accounts Managed;
Assets Under Management |
|||||
|
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other
Accounts |
||||
| Daniel Rosenblatt, John Barker, Daniel Fletcher, Lawrence Fisher | 2: $39 Million | 0 | 660: $5,556 | |||
| Phoenix Mid-Cap Growth Series | ||||||
| Portfolio Manager |
Number of Other Accounts Managed;
Assets Under Management |
|||||
|
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other
Accounts |
||||
| Kenneth J. Turek | 3: $1,271 Million | 0 | 24: $575 | |||
| Phoenix Small-Cap Growth Series | ||||||
| Portfolio Manager |
Number of Other Accounts Managed; Assets
Under Management |
|||||
|
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other Accounts | ||||
| David Burshtan | 2: $235 Million | 0 | 7: $229 Million | |||
Description of any Potential Material Conflicts of interest
With regard to trading, Neuberger does not trade for its own account. As to clients, the firm observes the following practices. In effecting securities transactions for funds managed in a side-by-side environment, the Neuberger trading desk bunches orders for the same security received at the same time for the purpose of negotiating brokerage commissions or obtaining a more favorable price. Such transactions may include all investment clients, including private, institutional and mutual fund accounts, as well as advisory accounts in which affiliated persons have an interest. Where appropriate, securities purchased or sold may be allocated, in terms of amount, to an account according to the proportion that the size of the transaction order actually placed by the account bears to the aggregate size of transaction orders simultaneously made by all the accounts, subject to de minimis exceptions, with all participating accounts paying or receiving the same price. To the best of our knowledge there were no waivers of such practices within the past year.
Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one funds or other account. The management of multiple funds and accounts (including proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his time and investment ideas across multiple funds and accounts. The portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by the Portfolio. Securities selected for funds or accounts other than the Portfolio may outperform the securities selected for the Portfolio.
Neuberger has adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and
Ownership of Securities
None of the portfolio managers beneficially own any shares in the Trust.
| Ø | Virtus Investment Advisers, Inc. (VIA) (fka Phoenix Investment Counsel, Inc.) |
PVA has engaged VIA as subadvisor to the Phoenix Growth and Income Series and for equity investment management for the Phoenix Strategic Allocation Series. VIA provides the day-to-day portfolio management for the Series. For implementing certain portfolio transactions and providing other services to the Series, PVA pays a monthly fee to VIA fee based on the average daily net assets of the Series at the following annual rates:
| Series | Rate | |
| Phoenix Growth and Income Series | .32% | |
| Phoenix Strategic Allocation Series ( equity portion) |
1
/
2
of
.23% |
Compensation of Portfolio Managers of the Subadvisor
Virtus Investment Partners, Inc. and its affiliated investment management firms, including VIA and Duff & Phelps (collectively Virtus), believe that the firms compensation program is adequate and competitive to attract and retain high-caliber investment professionals. Investment professionals at Virtus receive a competitive base salary, an incentive bonus opportunity and a benefit package. Certain investment professionals who supervise and manage others also participate in a management incentive program reflecting their personal contribution and team performance. Certain key individuals may also participate in a Long-Term Incentive Compensation program, including potential awards of Virtus restricted stock units (RSUs) with a multi-year vesting, subject to Virtus board approval, and opportunities to defer their compensation and reduce tax implications.
Following is a more detailed description of the compensation structure.
Base Salary . Each portfolio manager is paid a fixed base salary, which is determined by Virtus and is designed to be competitive in light of the individuals experience and responsibilities. Virtus management uses compensation survey results of investment industry compensation conducted by an independent third party
36
in evaluating competitive market compensation for its investment management professionals.
Incentive Bonus. Incentive bonus pools are based upon individual firm profits and in some instances overall Virtus profitability. The short-term incentive payment is generally paid in cash, but a portion may be made in Virtus RSUs. Individual payments are assessed using comparisons of actual investment performance compared with specific peer group or index measures established at the beginning of each calendar year. Performance of the funds managed is measured over one-, three- and five-year periods. Generally, an individual managers participation is based on the performance of each fund/account managed as weighted roughly by total assets in each of these funds/accounts. In certain instances comparison of portfolio risk factors to peer or index risk factors, as well as achievement of qualitative goals, may also be components of the individual payment potential.
The Performance Incentive Plan applicable to some portfolio managers varies from the description above. For instance, plans applicable to certain portfolio managers (i) may have an override based upon revenues generated, (ii) may contain a component that is based on the profitability of the management division with which the portfolio manager is associated, or (iii) may contain a guarantee payout.
Other Benefits . Portfolio managers are also eligible to participate in broad-based plans offered generally to employees of Virtus and its affiliates, including 401(k), health and other employee benefit plans.
Other Accounts Managed by the Portfolio Manager
The following table provides information as of December 31, 2008 regarding any other accounts managed by the VIA portfolio managers named in the prospectus. As noted in the table, the portfolio managers managing the Series may also manage or be members of management teams for other mutual funds or other similar accounts.
|
Phoenix Growth and Income Series
Phoenix Strategic Allocation Series |
||||||
| Portfolio Manager |
Number of Other Accounts Managed;
Assets Under Management |
|||||
|
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other
Accounts |
||||
| David Dickerson | 6:$1.23 billion | None | None | |||
| Carlton Neel | 6:$1.23 billion | None | None | |||
VIA is located at 100 Pearl Street, 9th floor, Hartford, CT 06103. As of December 31, 2008, VIA, together with its affiliates, had approximately $22.6 billion in assets under management or supervision.
| Ø | Westwood Management Corp. (Westwood) |
PVA has engaged Westwood as subadvisor to the Phoenix Mid-Cap Value Series and Phoenix Small-Cap Value Series. Westwood provides the day-to-day portfolio management for the
Series. For implementing certain portfolio transactions and providing other services to the Series, PVA pays a monthly fee to VIA fee based on the average daily net assets of the Series at the following annual rates:
| Series | Rate | |
| Phoenix Mid-Cap Value |
0.65% on first $50 million 0.60% on assets $51-100 million 0.55% on assets $101-150 million 0.50% over $150 million |
|
| Phoenix Small-Cap Value |
0.70% on first $100 million 0.62% over $101 million |
Compensation of Portfolio Managers of the Subadvisor
Westwoods compensation package includes base salary, cash bonus, and equity-based incentive compensation as well as a full benefits package for all employees, including those involved in the product. Percentages for each component of compensation are variable.
Cash bonus awards are determined at year-end. The firm also offers a stock incentive program for all employees throughout the firm. Equity-based compensation awards, which currently consist of time vested restricted stock, are granted each February and vest over a four-year period from the date of grant. As owners, our employees interests are closely aligned with those of our stockholders and clients; as a result, we all succeed together. In determining incentive compensation and annual merit-based salary increases, portfolio managers are evaluated according to a combination of quantitative and qualitative factors.
The analyst and portfolio manager cash bonus pool is determined by the firm's success, which is directly linked to total fund performance. In awarding cash bonuses for the investment professionals, we consider composite performance vs. a passive benchmark as well as industry peer group performance. In addition to measuring overall composite performance, we want to recognize and reward individual performance, regardless of timing and buy or sell decisions made by the Portfolio Team. For this reason, we track the individual buy and sell recommendations of each analyst and measure their performance against a predetermined universe of securities representing their assigned sector responsibilities.
Health insurance, employer-paid life insurance and employer-paid short and long-term disability insurance packages including a 401(k) plan with employer matching, are provided to all Westwood employees.
Other Accounts Managed by the Portfolio Manager
In addition to the Funds, certain portfolio managers are responsible for the day-to-day management of certain other accounts, as listed below. Note that three (3) of the accounts listed below are subject to a performance-based advisory fee. The information below is provided as of December 31, 2008.
The Subadvisor also manages institutional separate accounts and is the sub-advisor to other mutual funds. The investment process is the same for similar accounts, including the Funds, and is driven by proprietary team-oriented, in-depth, fundamental research. The investment research team is organized by industry
37
coverage and supports all of the accounts managed in each of the Subadvisors investment strategies. Each of the Subadvisors investment strategies is managed by a portfolio team. Weekly research meetings provide a forum where the Subadvisors investment professionals discuss current investment ideas within their assigned industries. Generally, the entire portfolio team, or a sub-set of the team, then debates the merits of recommendations, taking into account the prevailing market environment, the portfolios current compensation, and the relative value of alternative investments. Investment decisions are made by majority agreement of the portfolio team.
|
Phoenix Mid-Cap Value Series Phoenix Small-Cap Value Series |
||||||
| Portfolio Manager |
Number of Other Accounts Managed; Assets
Under Management |
|||||
|
Registered
Investment Companies * |
Other
Pooled Investment Vehicles * |
Other Accounts* | ||||
| Susan M. Byrne | 15: $1,778.70 | 9: $877.25 | 97: $3,045.21 | |||
| Kellie R. Stark | 17: $1,846.74 | 10: $889.67 | 101: $3,104.44 | |||
| David S. Spika | 15: $1,778.70 | 7: $856.34 | 90: $3,009.56 | |||
| Ragen R. Stienke | 4: $147.69 | 6: $278.42 | 29: $307.42 | |||
| Corey Henegar | 6: $215.74 | 5: $276.63 | 39: $1,208.88 | |||
| Christopher J. MacDonald | 2: $68.04 | 4: $44.00 | 12: $158.09 | |||
| Scott Lawson | 14: $1,779.90 | 10: $743.34 | 78: $2,174.62 | |||
| Lisa Dong | 13: $1,699.05 | 8: $649.93 | 68: $2,186.94 | |||
|
* |
Represents the portion of assets for which the portfolio team has primary responsibility in the accounts indicated. The accounts indicated may contain additional assets under the primary responsibility of other portfolio managers and therefore may be duplicated. |
Westwood is located at 200 Crescent Court, Suite 1200, Dallas, TX 75201. As of December 31, 2008, Westwood had approximately $6.5 billion in assets under management.
Conflicts of Interest
The portfolio managers management of other accounts may give rise to potential conflicts of interest in connection with their management of the Funds investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have the same investment objective as the Funds. Therefore, a potential conflict of interest may arise as a result of the identical investment objectives, whereby the portfolio manager could favor one account over another. Another potential conflict could include the portfolio managers knowledge about the size, timing and possible market impact of Fund trades, whereby a portfolio manager could use this information to the advantage of other accounts and to the disadvantage of the Funds. However, Westwood has established policies and procedures to ensure that the purchase and sale of securities among all accounts it manages are fairly and equita bly allocated. Westwoods trade allocation policy is to aggregate client transactions, including the Funds, where possible when it is
believed that such aggregation may facilitate Westwoods duty of best execution. Client accounts for which orders are aggregated receive the average price of such transaction. Any transaction costs incurred in the transaction are shared pro rata based on each clients participation in the transaction. Westwood generally allocates securities among client accounts according to each accounts pre-determined participation in the transaction. Westwoods policy prohibits any allocation of trades that would favor any proprietary accounts, affiliated accounts, or any particular client(s) or group of clients more over any other account(s). Westwood prohibits late trading, frequent trading and/or market timing in the funds and monitors trades daily to ensure this policy is not violated.
Description of any Potential Material Conflicts of Interest
There may be certain inherent conflicts of interest that arise in connection with the portfolio managers management of each Series investments and the investments of any other accounts they manage. Such conflicts could include aggregation of orders for all accounts managed by a particular portfolio manager, the allocation of purchases across all such accounts, the allocation of IPOs and any soft dollar arrangements that the advisor may have in place that could benefit the Trusts and/or such other accounts. The Board of Trustees has adopted on behalf of the Trust policies and procedures designed to address any such conflicts of interest to ensure that all transactions are executed in the best interest of the Series shareholders. The advisors and subadvisors are required to certify their compliance with these procedures to the Board of Trustees on a quarterly basis. There have been no material compliance issues with respect to any of these policies and procedures during the Trusts most recent fiscal year. For the REIT Series there are seldom any material conflicts of interest since portfolio managers generally manage Trusts and other accounts having similar investment strategies.
Ownership of Trust Securities by Portfolio Managers
The members of the portfolio management teams of the Trust do not beneficially own any shares in the Trust.
Subadvisor Compensation
The subadvisors were compensated for the last three calendar years as follows:
| Aberdeen Asset Management, Inc. | ||||||
|
Series |
Compensation for the year ended
December 31, |
|||||
| 2008 | 2007 | 2006 | ||||
| Phoenix-Aberdeen International Series | $1,549,460.59 | $1,674,131 | $906,397 | |||
| AllianceBernstein L.P. | ||||||
|
Series |
Compensation for the year ended
December 31, |
|||||
| 2008 | 2007 | 2006 | ||||
| Phoenix-Sanford/Bernstein Mid-Cap Value Series x | $783,079.13 | $922,697 | $808,640 | |||
| Phoenix-Sanford/Bernstein Small-Cap Value Series x | $436,819.96 | $602,710 | $552,254 | |||
|
X |
These series were managed by Sanford Bernstein through May 1, 2009. |
38
| Duff & Phelps Investment Management Company | ||||||
|
Series |
Compensation for the year ended
December 31, |
|||||
| 2008 | 2007 | 2006 | ||||
|
PhoenixDuff & Phelps Real Estate Securities |
$461,741.05 | $229,538 | $1,222,265 | |||
| Goodwin Capital Advisers, Inc. | ||||||
|
Series |
Compensation for the year ended
December 31, |
|||||
| 2008 | 2007 | 2006 | ||||
| Phoenix Money Market Series | $291,705.51 | $107,386.19 | $642,741 | |||
| Phoenix Multi-Sector Fixed Income Series | $440,378.72 | $207,593.72 | $1,225,509 | |||
| Phoenix Multi-Sector Short Term Bond Series | $102,116.16 | $37,165 | $234,428 | |||
| Phoenix Strategic Allocation Series (fixed income portion) | $213,828.50 | $112,029 | 0 | |||
| Fred Alger Management, Inc. | ||||||
|
Series |
Compensation for the year ended
December 31, |
|||||
| 2008 | 2007 | 2006 | ||||
| Phoenix-Alger Small-Cap Growth Series* | $144,357.80 | $260,131 | $144,266 | |||
| *This | Series was managed by Fred Alger Management, Inc. as of January 7, 2005 through September 15, 2008. |
| Ibbotson Associates, Inc. | ||||||
|
Series |
Compensation for the year ended
December 31, |
|||||
| 2008 | 2007 | 2006 | ||||
| Phoenix Dynamic Series: Aggressive Growth | $26,041.70 | $37,499.99 | 0 | |||
| Phoenix Dynamic Series: Growth | $26,041.68 | $37,500 | 0 | |||
| Phoenix Dynamic Series: Moderate | $26,041.68 | $37,500.01 | 0 | |||
| Phoenix Dynamic Series: Moderate Growth | $26,041.68 | $37,500 | 0 | |||
| Harris Investment Management, Inc. | ||||||
|
Series |
Compensation for the year ended
December 31, |
|||||
| 2008 | 2007 | 2006 | ||||
| Phoenix Capital Growth Series* | $718,998.51 | $1,266,672 | $840,215 | |||
| * | This Series was managed by Harris Investment Management, Inc. as of June 26, 2006 through September 15, 2008. |
|
x |
This series is now managed by Neuberger Berger as of September 15, 2008. |
| Virtus Investment Advisers, Inc. | ||||||
|
Compensation for the year ended December 31, |
||||||
| Series | 2008 | 2007 | 2006 | |||
| Phoenix Growth and Income Series | $390,320.98 | $220,728.06 | $1,031,566 | |||
| Phoenix Strategic Allocation Series (equity portion) | $291,363.15 | $156,184 | $1,931,987 | |||
| * | These Series were managed by S&P through March 3, 2008. |
39
The Trust has a distribution agreement (Distribution Agreement) with Phoenix Equity Planning Corporation (PEPCO or the Distributor) in which PEPCO serves as the Distributor for the Trust. PEPCO has a business office located at One American Row, Hartford, CT 06102. The Phoenix Dynamic Series have also adopted a plan pursuant to Rule 12b-1 under the 1940 Act (Distribution Plan).
The Trusts Distribution Agreement with respect to the shares of the Phoenix Dynamic Series (Distribution Agreement) was renewed by the Board of Trustees at a Board meeting held on November 18, 2008. The Distribution Agreement will remain in effect from year to year provided the Distribution Agreements continuance is approved annually by (i) a majority of the Trustees who are not parties to such agreement or interested persons (as defined in the 1940 Act) of the Trust or a Series and, if applicable, who have no direct or indirect financial interest in the operation of the Distribution Plan or any such related agreement and (ii) either by vote of a majority of the Trustees or a majority of the outstanding voting securities (as defined in the 1940 Act) of the Trust.
Pursuant to the Distribution Plan, adopted pursuant to Rule 12b-1 of the 1940 Act, the Trust compensates the Distributor from assets attributable to the shares of the Phoenix Dynamic Series for services rendered and expenses borne in connection with activities primarily intended to result in the sale of the shares of the Phoenix Dynamic Series. It is anticipated that a portion of the amounts received by the Distributor will be used to defray various costs incurred or paid by the Distributor in connection with the printing and mailing of Trust prospectuses, statements of additional information and any supplements thereto and shareholder reports, and holding seminars and sales meetings with wholesale and retail sales personnel designed to promote the distribution of shares of the Phoenix Dynamic Series. The Distributor may also use a portion of the amounts received to provide compensation to financial intermediaries and third-party broker-dealers for their services in connection with the distribution of the shares of the Phoenix Dynamic Series.
The Distribution Plan provides that the Trust, on behalf of each Phoenix Dynamic Series, may pay annually up to 0.25% of the average daily net assets of a Phoenix Dynamic Series attributable to its shares in respect to activities primarily intended to result in the sale of shares of the Phoenix Dynamic Series. However, under the Distribution Agreement, payments to the Distributor for activities pursuant to the Distribution Plan is limited to payments at an annual rate equal to 0.25% of average daily net assets of a Phoenix Dynamic Series attributable to its shares. For 2008, the Distributor was paid $231,820. Under the terms of the Distribution Plan and the related Distribution Agreement, each Series is authorized to make payments monthly to the Distributor that may be used to pay or reimburse entities (including Phoenix and its affiliates) providing distribution and shareholder servicing with respect to the shares of the Phoenix Dynamic Series for such entities fees or expenses incurred or paid in that regard.
The Distribution Plan is of a type known as a compensation plan because payments are made for services rendered to the
Trust with respect to shares of the Phoenix Dynamic Series regardless of the level of expenditures by the Distributor. The Trustees will, however, take into account such expenditures for purposes of reviewing operations under the Distribution Plan and in connection with their annual consideration of the Distribution Plans renewal. The Distributor has indicated that it expects its expenditures to include, without limitation: (a) the printing and mailing of prospectuses, statements of additional information, any supplements thereto and shareholder reports for prospective Contract owners with respect to the shares of the Phoenix Dynamic Series; (b) those relating to the development, preparation, printing and mailing of advertisements, sales literature and other promotional materials describing and/or relating to the shares of the Phoenix Dynamic Series; (c) holding seminars and sales meetings designed to promote the distribution of shares of the Phoenix Dynamic Series; (d) obtaining information and providing explanations to wholesale and retail distributors of contracts regarding Phoenix Dynamic Series investment objectives and policies and other information about the Phoenix Dynamic Series, including the performance of the Series; (3) training sales personnel regarding the shares of the Phoenix Dynamic Series; and (f) financing any other activity that the Distributor determines is primarily intended to result in the sale of shares of the Phoenix Dynamic Series.
The Distribution Plan and any Rule 12b-1 related agreement that is entered into by the Trust or the Distributor of the shares of the Phoenix Dynamic Series in connection with the Distribution Plan will continue in effect for a period of more than one year only so long as continuance is specifically approved at least annually by vote of a majority of the Trusts Board of Trustees, and of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on the Distribution Plan or any Rule 12b-1 related agreement. In addition, the Distribution Plan and any Rule 12b-1 related agreement may be terminated as to shares of a Phoenix Dynamic Series at any time, without penalty, by vote of a majority of the outstanding shares of that Series, or by vote of a majority of the Independent Trustees. The Distribution Plan also provides that it may not be amended to increase materially the amount (up to 0.50% of average daily net assets annually) that may be spent for distribution of shares of any Phoenix Dynamic Series without the approval of shareholders of that Series.
Description of Proxy Voting Policy
The Trust has adopted a Statement of Policy with Respect to Proxy Voting (the Policy) stating the Trusts intention to exercise stock ownership rights with respect to portfolio securities in a manner that is reasonably anticipated to further the best economic interests of shareholders of the Trust. The Trust has committed to analyze and vote all proxies that are likely to have financial implications, and where appropriate, to participate in corporate governance, shareholder proposals, management communications and legal proceedings. The Trust must also identify potential or actual conflicts of interest in voting proxies and must address any such conflict of interest in accordance with the Policy.
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The Policy stipulates that the Trusts investment advisor will vote proxies or delegate such responsibility to a subadvisor, subject to the Board of Trustees oversight. The investment manager or subadvisor will vote proxies in accordance with this Policy, or its own policies and procedures, which in no event will conflict with the Trusts Policy. To view the proxy policies and procedures of the investment managers and subadvisors, please refer to Appendix B. Any investment manager or subadvisor may engage a qualified, independent organization to vote proxies on its behalf (a delegate). Matters that may affect substantially the rights and privileges of the holders of securities to be voted will be analyzed and voted on a case-by-case basis taking into consideration such relevant factors as enumerated in the Policy. The views of management of a portfolio company will be considered.
The Policy specifies certain factors that will be considered when analyzing and voting proxies on certain issues, including, but not limited to:
| Ø | Corporate Governance Matterstax and economic benefits of changes in the state of incorporation; dilution or improved accountability associated with anti-takeover provisions such as staggered boards, poison pills and supermajority provisions. |
| Ø | Changes to Capital Structuredilution or improved accountability associated with such changes. |
| Ø | Stock Option and Other Management Compensation Issuesexecutive pay and spending on perquisites, particularly in conjunction with sub-par performance and employee layoffs. |
| Ø | Social and Corporate Responsibility Issuesthe advisor or subadvisor will generally vote against shareholder social and environmental issue proposals. |
The Trust and its delegates seek to avoid actual or perceived conflicts of interest of Trust shareholders, on the one hand, and those of the advisor, subadvisor, delegate, principal underwriter, or any affiliated person of the Trust, on the other hand. Depending on the type and materiality, any conflicts of interest will be handled by (i) relying on the recommendations of an established, independent third party proxy voting vendor; (ii) voting pursuant to the recommendation of the delegate; (iii) abstaining; or (iv) where two or more delegates provide conflicting requests, voting shares in proportion to the assets under management of each delegate. The Policy requires each advisor, subadvisor or delegate to notify the President of the Trust of any actual or potential conflict of interest. No advisor, subadvisor or delegate may waive any conflict of interest or vote any conflicted proxies without the prior written approval of the Board of Trustees or the President of the Trust.
The Policy further imposes certain record keeping and reporting requirements on each advisor, subadvisor or delegate. Information regarding how the Trust voted proxies relating to portfolio securities during the most recent 12-month period ending June 30, beginning with the period ending June 30, 2008, is available free of charge by calling, toll-free, 800/243-1574, or on the Securities and Exchange Commissions website at http://www.sec.gov.
Custodians under the terms of a custodian agreement hold the securities and cash of the Series of the Trust. The custodian is:
State Street Bank and Trust Company
1776 Heritage Drive
North Quincy, MA 02171
The Trust permits the custodian to deposit some or all of its securities in central depository systems as allowed by Federal law. The Board of Trustees of the Trust has authorized the use of foreign custodians and foreign central depositories if certain conditions are met.
The Trust may use a foreign custodian in connection with its purchases of foreign securities and may maintain cash and cash equivalents in the care of a foreign custodian. The amount of cash or cash equivalents maintained in the care of eligible foreign custodians will be limited to an amount reasonably necessary to effect the Trusts foreign securities transactions. The use of a foreign custodian involves considerations that are not ordinarily associated with domestic custodians. These considerations include the possibility of expropriations, restricted access to books and records of the foreign custodian, inability to recover assets that are lost while under the control of the foreign custodian, and the impact of political, social or diplomatic developments.
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP, Two Commerce Square, Suite 1700, 2001 Market Street, Philadelphia, PA 19103, independent registered public accounting firm for the Trust, audits the Trusts financial statements. The independent registered public accounting firm also provides other accounting and tax-related services as requested by the Trust from time to time.
Under an Administration Agreement, VP Distributors, Inc. (VPD) acts as the administrator of the Trust and, as such, is responsible for certain administrative functions and the bookkeeping and pricing functions for the Trust. PNC Global Investment Servicing (PNC) has been retained under a Sub-Administration Agreement by VPD to perform certain administrative and pricing services for the Trust for which VPD pays PNC a fee. While VPD has delegated certain responsibilities to PNC, VPD retains full responsibility for the performance of all duties of the financial agent. For its services as financial agent, VPD receives a fee equal to the sum of (1) the documented cost of Trust accounting and related services provided by PNC plus (2) the documented cost to VPD to provide financial reporting,
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tax services and oversight of PNCs performance. VPD was compensated for the last three calendar years as follows:
|
For the year ended December 31, |
Compensation | |
| 2006 | $1,770,841 | |
| 2007 | $2,142,000 | |
| 2008 | $1,761,774 |
The fee schedule of PNC ranges from 0.065% to 0.03% of the average daily net asset values of the Trust serviced by PNC.
Under a Transfer Agent Agreement, PEPCO acts as transfer agent to the Trust, and as such, performs certain administrative functions related to recording the purchase and redemption of Trust shares and serving as dividend paying agent. PEPCO is not compensated by the Trust for these services.
Under a Sub-Transfer Agency Servicing Agreement, the Trust reimburses Phoenix Life Insurance Company for various shareholder services provided by the Variable Product Operations area, located at 10 Krey Boulevard, East Greenbush, NY 12144. The functions performed include investor inquiry support, shareholder trading, confirmation of investment activity, quarterly statement processing and Web/Interactive Voice Response trading. The rate of reimbursement for 2008 is 0.058% of the Trusts average daily net assets. The total administrative service fees paid by the Trust for the last three fiscal years follows:
| Year Ended December 31, | Fee Paid | |
| 2006 | $1.5 million | |
| 2007 | $1.7 million | |
| 2008 | $1.3 million |
The Trust and each of its advisors and subadvisors have adopted codes of ethics. The Trust has also adopted a Senior Management Code of Ethics as required by §406 of Sarbanes-Oxley Act of 2002. Subject to certain limitations and procedures, these codes permit personnel that they cover, including employees of the advisors or subadvisors who regularly have access to information about securities purchased for the Trust, to invest in securities for their own accounts. This could include securities that may be purchased by a Series of the Trust. The codes are intended to prevent these personnel from taking inappropriate advantage of their positions and to prevent fraud upon the Trust.
Subject to the supervision and control of the portfolio managers and the Trustees of the Trust, each Series investment manager or subadvisor is responsible for decisions to buy and sell securities for its account and for the placement of its portfolio business and the negotiation of commissions, if any, paid on such transactions.
In effecting portfolio transactions for the Trust, the advisors and subadvisors adhere to the Trusts policy of seeking best execution and price, determined as described below, except to the extent the Trust is permitted to pay higher brokerage commissions for brokerage and research services as defined herein. An advisor or subadvisor may cause a Series to pay a broker an amount of commission for effecting a securities transaction in excess of the amount of commission which another broker or dealer would have charged for effecting the transaction, if the advisor or subadvisor 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. As provided in Section 28(e) of the Securities Exchange Act of 1934, brokerage and research services include giving advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities; furnishing analyses and reports concerning issuers, industries, 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 Series or to the advisors or subadvisors are considered to be in addition to and not in lieu of services required to be performed by the advisors or subadvisors under their advisory contracts, and research services may benefit both the Series and other clients of the advisors or subadvisors. Conversely, research services provided by brokers to other clients of the advisors or subadvisors may benefit the Series.
The Trust has implemented, and the Board of Trustees has approved, policies and procedures reasonably designed to prevent (i) the advisors personnel responsible for the selection of broker-dealers to affect Series portfolio securities transactions from taking into account, in making those decisions, broker-dealers promotion or sales efforts, and (ii) the Trust, the advisors and Distributor from entering into any agreement or other understanding under which the Trusts direct brokerage transactions or revenue generated by those transactions to a broker-dealer to pay for distribution of variable annuity contracts and variable life policies. These policies and procedures are designed to prevent the Trust from entering into informal arrangements to direct portfolio securities transactions to a particular broker.
If the securities in which a particular Series of the Trust invests are traded primarily in the over-the-counter market, it is possible the Series will deal directly with the dealers who make a market in the securities involved unless better prices and execution are available elsewhere. Such dealers usually act as principals for their own account. On occasion, securities may be purchased directly from the issuer. Bonds and money market instruments are generally traded on a net basis and do not normally involve either brokerage commissions or transfer taxes.
The determination of what may constitute best execution and price in the execution of a securities transaction by a broker involves a number of considerations including, without limitation, the overall direct net economic result to the Series (involving both price paid or received and any commissions and other costs paid), the efficiency with which the transaction is effected, the
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ability to effect the transaction at all where a large block is involved, confidentiality, including trade anonymity, the availability of the broker to stand ready to execute possibly difficult transactions in the future and the financial strength and stability of the broker. Such considerations are judgmental and are weighed by the advisors or subadvisors in determining the overall reasonableness of brokerage commissions paid by the Trust.
The advisor may use its brokers/ dealer affiliates to buy and sell securities for the Trust, provided they have the execution capability and that their commission rates are comparable to those of other unaffiliated broker/dealers. For the fiscal years ended December 31, 2007 and 2008 brokerage commissions paid by the Series on portfolio transactions totaled $1,924,752 and $1,042,642 respectively.
| Sanford Bernstein | 2008 | 2007 | ||
| Commissions paid (in millions) | $14,409 | $66,621 | ||
| Percent of aggregate commissions paid to affiliated brokers | Less than 1% | 3% |
| Morgan Stanley | 2008 | 2007 | ||
| Commissions paid (in millions) | $62,346 | $52,396 | ||
| Percent of aggregate commissions paid to affiliated brokers | 3% | 3% |
| Lehman Brothers | 2008 | 2007 | ||
| Commissions paid (in millions) | $23,490 | $39,312 | ||
| Percent of aggregate commissions paid to affiliated brokers | 1% | 2% |
|
Fred Alger
Management |
2008 | 2007 | ||
| Commissions paid (in millions) | $23,964 | $32,461 | ||
| Percent of aggregate commissions paid to affiliated brokers | 1% | 1% |
Sanford Bernstein is an affiliate of AllianceBernstein. Van Kampen is an affiliate of Morgan Stanley. Neuberger Berman is an affiliate of Lehman Brothers.
It may frequently happen that the same security is held in the portfolio of more than one account managed by an advisor (Managed Account). Simultaneous transactions are inevitable when several Managed Accounts are managed by the same investment advisor or subadvisor, particularly when the same security is suited for the investment objectives of more than one Managed Account. When two or more Series advised by an advisor or subadvisor are simultaneously engaged in the purchase or sale of the same security, the transactions are allocated among the Series in a manner equitable to each Series. It is recognized that in some cases this system could have a
detrimental effect on the price or volume of the security as far as a Series is concerned. In other cases, however, it is believed that the ability of the Series to participate in volume transactions will produce better executions for the Series. It is the opinion of the Board of Trustees of the Trust that the desirability of utilizing the advisors and subadvisors as investment advisors of securities owned by the Series outweighs the disadvantages that may be said to exist from simultaneous transactions.
The Trust has adopted a policy and procedures governing the execution of aggregated advisory client orders (bunching procedures) in an attempt to lower commission costs on a per-share and per-dollar basis. According to the bunching procedures, the advisor or subadvisor, as applicable, shall aggregate transactions unless it believes in its sole discretion that such aggregation is inconsistent with its duty to seek best execution (which shall include the duty to seek best price) for the Series. No advisory account of the advisor or subadvisor, as applicable, is to be favored over any other account and each account that participates in an aggregated order is expected to participate at the average share price for all transactions of the advisor or subadvisor, as applicable, in that security on a given business day, with all transaction costs shared pro rata based on the Series participation in the transaction. If the aggregated order is filled in its entirety, it shall be allocated among the advisor or subadvisors accounts, as applicable, in accordance with the allocation order, and if the order is partially filled, it will generally be allocated pro rata based on the allocation order. Notwithstanding the foregoing, the order may be allocated on a basis different from that specified in the allocation order if all accounts of the advisor or subadvisor, as applicable, whose orders are allocated, receive fair and equitable treatment. Some of the subadvisors use different allocation procedures for allocating securities of initial public offerings.
The Trustees of the Trust have adopted policies with respect to the disclosure of the Series portfolio holdings by the Series, issuing companies or the investment advisors. These policies provide that the Series portfolio holdings information generally may not be disclosed to any party prior to the information becoming public. Certain limited exceptions are described below. Additionally, the Series policies prohibit the advisors and the Series other service providers from entering into any agreement to disclose Series portfolio holdings in exchange for any form of compensation or consideration. These policies apply to disclosures to all categories of persons, including individual investors, institutional investors, intermediaries who sell shares of the Series, third parties providing services to the Series (accounting agent, print vendors, etc.), rating and ranking organizations (Lipper, Morningstar, etc.) and affiliated persons of the Series.
Public Disclosures
In accordance with rules established by the SEC, each Series sends semiannual and annual reports to contract and policy owners that contain a full listing of portfolio holdings as of the second and fourth fiscal quarters, respectively, within 60 days of quarter-end. The Series also disclose complete portfolio holdings
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as of the end of the first and third fiscal quarters on Form N-Q, which is filed with the SEC within 60 days of quarter-end. The Series annual and semiannual reports are available on our website at www.phoenixwm.com. Additionally, each Series provides its top 10 holdings information on Phoenixs website as of the end of each quarter, generally within 10 business days of the end of the quarter. This information will be available on the website until full portfolio holdings information becomes publicly available as described above. The Series also provide publicly available portfolio holdings information directly to ratings agencies, the frequency and timing of which is determined under the terms of the contractual arrangements with such agencies.
Ongoing Arrangements to Disclose Portfolio Holdings
As previously authorized by the Trusts Board of Trustees and/or the Trust's executive officers, the Series periodically disclose non-public portfolio holdings on a confidential basis to various service providers that require such information in order to assist the Series in their day-to-day operations, as well as public information to certain rating organizations. In addition to the issuing companies, these entities are described in the following table. The table also includes information as to the timing of these entities receiving the portfolio holdings information from the Trusts.
Non-Public Holdings Information
| Type of Service Provider | Name of Service Provider |
Timing of Release of Portfolio Holdings Information |
||
| Advisor | Ø Phoenix Variable Advisors, Inc. | Daily | ||
| Subadvisors |
Ø Aberdeen Asset Management Inc. Ø Duff & Phelps Investment Management Company Ø Goodwin Capital Advisers, Inc. Ø Ibbotson Associates, Inc. Ø Morgan Stanley Investment Management Inc. Ø Neuberger Berman Management, Inc. Ø Virtus Investment Advisers, Inc. Ø Westwood Management Corp. |
Daily | ||
| Distributor | Ø Phoenix Equity Planning Corporation | Daily | ||
| Custodian | Ø State Street Bank and Trust Company | Daily | ||
| Sub-financial Agent | Ø PNC Global Investment Servicing | Daily | ||
| Independent Registered Public Accounting Firm | Ø PricewaterhouseCoopers LLP |
Ø Annual Reporting Period: within two business days of end of reporting period Ø Semiannual Reporting Period: within 30 business days of end of reporting period |
||
| Typesetting Firm for Financial Reports and Form N-Q | Ø Gcom Solutions | Monthly on first business day following month-end | ||
| Printer for Financial Reports | Ø RR Donnelley Financial | Annual and Semiannual Reporting Period: within 45 days after end of reporting period | ||
| Proxy Voting Service |
Ø Institutional Shareholder Services Ø Proxy Light |
Twice weekly on an ongoing basis |
Public Portfolio Holdings Information
| Type of Service Provider | Name of Service Provider |
Timing of Release of Portfolio Holdings Information |
||
| Rating Agencies | Ø Lipper Inc. and Morningstar | Quarterly, 60 days after fiscal quarter-end | ||
| Portfolio Redistribution Firms | Ø Bloomberg, Standard & Poors and Thompson Financial Services | Quarterly, 60 days after fiscal quarter-end |
These service providers are required to keep all non-public information confidential and are prohibited from trading based on the information or otherwise using the information except as necessary in providing services to the Series.
There is no guarantee that the Trusts policies on use and dissemination of holdings information will protect the Series from the potential misuse of holdings by individuals or firms in possession of such information.
The Trust will redeem any shares presented by the shareholder accounts for redemption. The accounts policies on when and whether to buy or redeem Trust shares are described in the contract prospectuses.
At the discretion of the Trustees, the Trust may, to the extent consistent with state and federal law, make payment for shares
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of a particular Series repurchased or redeemed in whole or in part in securities or other assets of such Series taken at current values. Should payment be made in securities, the shareholder accounts may incur brokerage costs in converting such securities to cash.
The right of redemption may be suspended or the payment date postponed for more than seven days only for any period during which trading on the NYSE is closed for other than customary weekend and holiday closings, or when trading on the NYSE is restricted, as determined by the SEC, for any period when an emergency (as defined by rules of the SEC) exists, or during any period when the SEC has, by order, permitted such suspension. In case of a suspension of the right of redemption, the shareholders may withdraw requests for redemption of shares prior to the next determination of net asset value after the suspension has been terminated or they will receive payment of the net asset value so determined.
The shareholder accounts may receive more or less than was paid for the shares, depending on the net asset value of the shares at the time they are repurchased or redeemed.
The following discussion of the federal tax status of the Series is a general and abbreviated summary based on tax laws and regulations in effect on the date of this statement of additional information. Tax law is subject to change by legislative, administrative or judicial action.
Qualification as Regulated Investment Company
Each Series is treated as a separate taxpayer for federal income tax purposes. The Trust intends for each Series to elect to be treated as a regulated investment company under Subchapter M of Chapter 1 of the Internal Revenue Code of 1986, as amended (the Code) and to qualify as a regulated investment company each year. If a Series: (1) continues to qualify as a regulated investment company, and (2) distributes to its shareholders at least 90% of its investment company taxable income (including for this purpose its net ordinary investment income and realized net short-term capital gains) and 90% of its tax-exempt interest income (reduced by certain expenses) (the 90% distribution requirement), which the Trust intends each Series to do, then under the provisions of Subchapter M of the Code the Series should have little or no liability for federal income taxes. In particular, a Series will not be subject to federal income tax on the portion of its investment company taxable income and net capital gain ( i.e., realized net long-term capital gain in excess of realized net short-term capital loss) it distributes to shareholders (or treats as having been distributed to shareholders).
Each Series generally will endeavor to distribute (or treat as deemed distributed) to shareholders all of its investment company taxable income and its net capital gain, if any, for each taxable year so that it will not incur federal income taxes on its earnings.
A Series must meet several requirements to maintain its status as a regulated investment company . These requirements include the following: (1) at least 90% of its gross income for each
taxable year must be derived from (a) dividends, interest, payments with respect to loaned securities, gains from the sale or disposition of securities (including gains from related investments in foreign currencies), and other income (including gains from options, futures or forward contracts) derived with respect to its business of investing in such securities or currencies, and (b) net income derived from an interest in a qualified publicly traded partnership; and (2) at the close of each quarter of the Series taxable year, (a) at least 50% of the value of the Series total assets must consist of cash, cash items, securities of other regulated investment companies, U.S. Government securities and other securities (provided that no more than 5% of the value of the Series may consist of such other securities of any one issuer, and the Series may not hold more than 10% of the outstanding voting securities of any issuer), and (b) the Series must not invest more than 25% of its total assets in the securities of any one issuer (other than U.S. Government securities or the securities of other regulated investment companies), the securities of two or more issuers that are controlled by the Series and that are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships.
Distributions to Avoid Federal Excise Tax
A regulated investment company generally must distribute in each calendar year an amount equal to at least the sum of: (1) 98% of its ordinary taxable income for the year, (2) 98% of its capital gain net income for the 12 months ended on October 31 of that calendar year, and (3) any ordinary income or net capital gain income not distributed for prior years (the excise tax avoidance requirements). To the extent that a regulated investment company fails to do this, it is subject to a 4% nondeductible federal excise tax on undistributed earnings. However, the excise tax does not apply to a regulated investment company , whose only shareholders during the year are segregated asset accounts of life insurance companies supporting variable life insurance contracts or variable annuity contracts, certain qualified trusts, or parties that contributed in aggregate $250,000 or less in seed money to the Series. The Trust intends that each Series will either qualify for this exception or will make sufficient distributions each year to satisfy the excise tax avoidance requirements.
Section 817(h) Diversification Requirements
Each Series also intends to comply with Section 817(h) of the Code and the regulations issued thereunder, which impose certain investment diversification requirements on life insurance companies separate accounts that are used to support variable life insurance contracts and variable annuity contracts. A separate account may meet these requirements by investing solely in the shares of a regulated investment company registered under the 1940 Act as an open-end management investment company (such as the Series) provided that such regulated investment company satisfies the diversification requirements (as well as certain other requirements) of Section 817(h) of the Code and the regulations issued thereunder. These requirements are in addition to the diversification requirements of subchapter M and the 1940 Act,
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and may affect the securities in which a Series may invest. In order to comply with future requirements of Section 817(h) (or related provisions of the Code), a Series may be required, for example, to alter its investment objectives.
The Section 817(h) requirements place certain limitations on the assets of each separate account (or underlying regulated investment company ) that may be invested in securities of a single issuer. Specifically, the regulations provide that, except as permitted by a safe harbor described below, as of the end of each calendar quarter, or within 30 days thereafter:
| |
no more than 55% of a Series total assets may be represented by any one investment |
| |
no more than 70% by any two investments |
| |
no more than 80% by any three investments |
| |
no more than 90% by any four investments |
Section 817(h) provides, as a safe harbor, that a separate account (or underlying regulated investment company ) will be treated as being adequately diversified if the diversification requirements under subchapter M are satisfied and no more than 55% of the value of the accounts total assets are cash and cash items, government securities, and securities of other regulated investment companies . For purposes of Section 817(h), all securities of the same issuer, all interests in the same real property project, and all interests in the same commodity are treated as a single investment. In addition, each U.S. Government agency or instrumentality is treated as a separate issuer, while the securities of a particular foreign government and its agencies, instrumentalities, and political subdivisions are considered securities issued by the same issuer.
Compliance with Applicable Requirements
If for any taxable year a Series fails to qualify as a regulated investment company or fails to satisfy the 90% distribution requirement, then all of its taxable income becomes subject to federal, and possibly state, income tax at regular corporate rates (without any deduction for distributions to its shareholders). In addition, if for any taxable year a Series fails to qualify as a regulated investment company , owners of variable life insurance contracts and variable annuity contracts who have indirectly invested in the Series might be taxed currently on the investment earnings under their contracts and thereby lose the benefit of tax deferral. Likewise, if a Series fails to comply with the diversification (or other) requirements of section 817(h) of the Code and the regulations thereunder, owners of variable life insurance contracts and variable annuity contracts who have indirectly invested in the Series would be taxed on the investment earnings under their contracts and thereby lose the benefit of tax deferral. Accordingly, compliance with the above requirements is carefully monitored by the Series investment advisor and subadvisors and each Series intends to comply with these requirements as they exist or as they may be modified from time to time. Compliance with the tax requirements described above may result in lower total return for a Series than would otherwise be the case, since, to comply with the above requirements, the investments utilized (and the time at which such investments are entered into and closed out) may be different from what the Series investment advisor and subadvisors might otherwise select.
Investments in Foreign Securities
Investment income received from sources within foreign countries, or capital gains earned by a Series investing in securities of foreign issuers, may be subject to foreign income taxes withheld at the source. In this regard, withholding tax rates in countries with which the United States does not have a tax treaty are often as high as 35% or more. The United States has entered into tax treaties with many foreign countries that may entitle a Series to a reduced rate of tax or exemption from tax on this related income and gains. The effective rate of foreign tax cannot be determined at this time since the amount of a Series assets to be invested within various countries is not now known. The Trust intends that each Series will operate so as to qualify for applicable treaty-reduced rates of tax where available.
If a Series acquires stock in certain foreign corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, rents, royalties or capital gain) or hold at least 50% of their total assets in investments producing such passive income (passive foreign investment companies), that Series could be subject to federal income tax and additional interest charges on excess distributions received from such companies or gain from the sale of stock in such companies, even if all income or gain actually received by the Series is timely distributed to its shareholders. The Series would not be able to pass through to its shareholders any credit or deduction for such a tax. Certain elections may, if available, ameliorate these adverse tax consequences, but any such election requires the applicable Series to recognize taxable income or gain without the concurrent receipt of cash. Any Series that acquires stock in foreign corporations may limit and/or manage its holdings in passive foreign investment companies to minimize its tax liability.
Foreign exchange gains and losses realized by a Series in connection with certain transactions involving non-dollar debt securities, certain foreign currency futures contracts, foreign currency option contracts, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Code provisions that generally treat such gains and losses as ordinary income and losses and may affect the amount, timing and character of distributions to shareholders. Any such transactions that are not directly related to a Series investment in securities (possibly including speculative currency positions or currency derivatives not used for hedging purposes) could, under future Treasury regulations, produce income not among the types of qualifying income from which the Series must derive at least 90% of its annual gross income.
Investments with Original Issue Discount
Each Series that invests in certain payment-in-kind instruments, zero coupon securities or certain deferred interest securities (and, in general, any other securities with original issue discount or with market discount if the Series elects to include market discount in current income) must accrue income on such investments prior to the receipt of the corresponding cash. However, because each Series must meet the 90% distribution requirement to qualify as a regulated investment company , a Series may have to dispose of its portfolio investments under
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disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy distribution requirements.
Options, Futures, and Swaps
A Series transactions in options contracts and futures contracts are subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the Series (that is, may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Series and defer losses of the Series. These rules (1) could affect the character, amount and timing of distributions to shareholders of a Series, (2) could require the Series to mark to market certain types of the positions in its portfolio (that is, treat them as if they were closed out) and (3) may cause the Series to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the 90% distribution requirement and the excise tax avoidance requirements described above. To mitigate the effect of these rules and prevent disqualification of a Series as a regulated investment company, the Trust seeks to monitor transactions of each Series, seeks to make the appropriate tax elections on behalf of each Series and seeks to make the appropriate entries in each Series books and records when the Series acquires any option, futures contract or hedged investment.
The federal income tax rules applicable to interest rate swaps, caps and floors are unclear in certain respects, and a Series may be required to account for these transactions in a manner that, in certain circumstances, may limit the degree to which it may utilize these transactions.
Investor Taxation
Under current law, owners of variable life insurance contracts and variable annuity contracts who are indirectly invested in a Series generally are not subject to federal income
tax on Series earnings or distributions or on gains realized upon the sale or redemption of Series shares until they are withdrawn from the contract.
For information concerning the federal income tax consequences to the owners of variable life
The financial statements and the notes thereto relating to the Trust and the report of PricewaterhouseCoopers LLP with respect thereto for the fiscal year ended December 31, 2008 are contained in the Trusts annual report and are incorporated herein by reference. The annual and semiannual reports are available by calling Variable Products Operations at 800/541-0171 or writing to Phoenix Variable Products Mail Operations, PO Box 8027, Boston, MA 02266-8027. Phoenix, PHL Variable Insurance Company and Phoenix Life and Annuity Company have agreed to send a copy of both the annual report and the semiannual report to shareholders containing the Trusts financial statements to every contract owner or policy owner having an interest in the accounts.
Appendix A-Description Of Securities Ratings
MOODYS INVESTORS SERVICE, INC.
Corporate and Municipal Bond Ratings:
Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as gilt edged. Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the strong position of such issues.
Aa: Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than the Aaa securities.
A: Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment sometime in the future.
Baa: Bonds which are rated Baa are considered as medium-grade obligations, (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.
Ba: Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.
B: Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.
Caa: Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.
Ca: Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.
C: Bonds which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.
Moodys assigns ratings to individual debt securities issued from medium-term note (MTN) programs, in addition to indicating
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ratings to MTN programs themselves. Notes issued under MTN programs with such indicated ratings are rated at issuance at the rating applicable to all pari passu notes issued under the same program, at the programs relevant indicated rating, provided such notes do not exhibit any of the characteristics listed below. For notes with any of the following characteristics, the rating of the individual note may differ from the indicated rating of the program:
| 1) | Notes containing features which link the cash flow and/or market value to the credit performance of any third party or parties. |
| 2) | Notes allowing for negative coupons, or negative principal. |
| 3) | Notes containing any provision which could obligate the investor to make any additional payments. |
Market participants must determine whether any particular note is rated, and if so, at what rating level. Moodys encourages market participants to contact Moodys Ratings Desks directly if they have questions regarding ratings for specific notes issued under a medium-term note program.
Moodys applies numerical modifiers, 1, 2, and 3, in each generic rating classified from Aa through Caa. The modifier 1 indicates that the issue ranks in the higher end of its generic rating category; the modifier 2 indicates a midrange ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.
Municipal Short-Term Loan Ratings
MIG 1/VMIG 1: This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based access to the market for refinancing.
MIG 2/VMIG 2: This designation denotes strong credit quality. Margins of protection are ample although not so large as in the preceding group.
MIG 3/VMIG 3: This designation denotes acceptable credit quality. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well established.
SG: This designation denotes speculative-grade credit quality. Debt instruments in this category lack margins of protection.
Corporate Short-Term Debt Ratings
Moodys short-term debt ratings are opinions of the ability of issuers to repay punctually senior debt obligations which have an original maturity not exceeding one year, unless explicitly noted.
Moodys employs the following three designations, all judged to be investment grade, to indicate the relative repayment ability of rated issuers:
PRIME-1: Issuers rated Prime-1 (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations. Prime-1 repayment ability will often be evidenced by many of the following characteristics: leading market positions in well-established industries; high rates of return on Trusts employed; conservative capitalization structure with moderate reliance on debt and ample asset protection; broad margins in earnings coverage of fixed financial charges and high internal
cash generation; and well-established access to a range of financial markets and assured sources of alternate liquidity.
PRIME-2: Issuers rated Prime-2 (or supporting institutions) have a strong ability for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.
PRIME-3: Issuers rated Prime-3 (or supporting institutions) have an acceptable ability for repayment of senior short-term obligations. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained.
NOT PRIME: Issuers rated Not Prime do not fall within any of the Prime rating categories.
STANDARD & POORS
Corporate and Municipal Long-Term Debt Ratings
Long-Term Issuer Credit Ratings
AAA: An obligor rated AAA has EXTREMELY STRONG capacity to meet its financial commitments. AAA is the highest Issuer Credit Rating assigned by Standard & Poors.
AA: An obligor rated AA has VERY STRONG capacity to meet its financial commitments. It differs from the highest rated obligors only in small degree.
A: An obligor rated A has STRONG capacity to meet its financial commitments but is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in higher-rated categories.
BBB: An obligor rated BBB has ADEQUATE capacity to meet its financial commitments. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitments.
Obligors rated BB, B, CCC, and CC are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and CC the highest. While such obligors will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB: An obligor rated BB is LESS VULNERABLE in the near term than other lower-rated obligors. However, it faces major ongoing uncertainties and exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitments.
B: An obligor rated B is MORE VULNERABLE to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation.
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CCC: An obligor rated CCC is CURRENTLY VULNERABLE, and is dependent upon favorable business, financial, and economic conditions to meet its financial commitments.
CC: An obligor rated CC is CURRENTLY HIGHLY VULNERABLE.
Plus (+) or minus(-) The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.
C: A subordinated debt or preferred stock obligation rated C is CURRENTLY HIGHLY VULNERABLE to nonpayment. The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued. A C also will be assigned to a preferred stock issue in arrears on dividends or sinking Trust payments, but that is currently paying.
R: An obligor rated R is under regulatory supervision owing to its financial condition. During the dependency of the regulatory supervision the regulators may have the power to favor one class of obligations over others or pay some obligations and not others. Please see Standard & Poors issue credit ratings for a more detailed description of the effects of regulatory supervision on specific issues or classes of obligations.
SD and D: An obligor rated SD (Selective Default) or D has failed to pay one or more of its financial obligations (rated or unrated) when it came due. A D rating is assigned when Standard & Poors believes that the default will be a general default and that the obligor will fail to pay all or substantially all of its obligations as they come due. An SD rating is assigned when Standard & Poors believes that the obligor has selectively defaulted on a specific issue or class of obligations but it will continue to meet its payment obligations on other 21 issues or classes of obligations in a timely manner. Please see Standard & Poors issue credit ratings for a more detailed description of the effects of a default on specific issues or classes of obligations.
N.R.: An issuer designated N.R. is not rated.
Public Information Ratings
Ratings with a pi subscript are based on an analysis of an issuers published financial information, as well as additional information in the public domain. They do not, however, reflect in-depth meetings with an issuers management and are therefore based on less comprehensive information than ratings without a pi subscript. Ratings with a pi subscript are reviewed annually based on a new years financial statements, but may be reviewed on an interim basis if a major event occurs that may affect the issuers credit quality.
Outlooks are not provided for ratings with a pi subscript, nor are they subject to potential CreditWatch listings. Ratings with a pi subscript generally are not modified with + or - designations. However, such designations may be assigned when the issuers credit rating is constrained by sovereign risk or the credit quality of a parent company or affiliated group.
Short-Term Rating Definitions
A-1: A short-term obligation rated A-1 is rated in the highest category by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitment on these obligations is extremely strong.
A-2: A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial commitment on the obligation is satisfactory.
A-3: A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
B: A short-term obligation rated B is regarded as having significant speculative characteristics. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
C: A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
D: A short-term obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized. of a similar action if payments on an obligation are jeopardized.
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Appendix B Investment Management and Subadvisor Proxy Policies and Procedures
Aberdeen U.S. Registered Advisers
Proxy Voting Policies and Procedures
As of September 09, 2008
The following are proxy voting policies and procedures (Policies and Procedures) adopted by affiliated investment advisers registered with the U.S. Securities and Exchange Commission (SEC) under the Investment Advisers Act of 1940, as amended (Advisers Act), that are subsidiaries of Aberdeen Asset Management PLC (AAM); including, specifically, Aberdeen Asset Management Inc., a Delaware Corporation, (Aberdeen US), Aberdeen Asset Management Asia Limited, a Singapore Corporation (Aberdeen Singapore), Aberdeen Asset Management Limited, an Australian Corporation (Aberdeen AU), and Aberdeen Asset Management Investment Services Limited, a UK Corporation (AAMISL), (collectively referred to herein as Aberdeen Advisers and each an Aberdeen Adviser) (collectively with AAM, Aberdeen). These Policies and Procedures address proxy voting considerations under U.S. law and regulation and under Canadian securities laws. These Policies and Procedures do not address the laws or requirements of other jurisdictions.
Each of the Aberdeen Advisers provides advisory resources to certain U.S. clients, including substantive advice on voting proxies for certain equity securities. These Policies and Procedures are adopted to ensure compliance by the Aberdeen Advisers with Rule 206(4)-6 under the Advisers Act and other applicable fiduciary obligations under rules and regulations of the SEC and interpretations of its staff with respect to proxies for voting securities held by client portfolios.
Clients may consist of investment companies registered under the Investment Company Act of 1940, as amended (1940 Act) (Funds and each a Fund), and other U.S. residents as well as non-U.S. registered funds or clients. Each Aberdeen Adviser follows these Policies and Procedures for each of its respective U.S. clients as required under the Advisers Act and other applicable law, unless expressly directed by a client in writing to refrain from voting that clients proxies or to vote in accordance with the clients proxy voting policies and procedures. Aberdeen Advisers who advise or subadvise the Funds follow both these Policies and Procedures and the proxy voting policies and procedures adopted by the Funds and their respective Boards of Directors or Trustees. Aberdeen Advisers located outside the U.S. may provide proxy voting services to their non-U.S. based clients in accordance with the jurisdiction in which the client is located. Aberdeen US, Aberdeen Singapore and Aberdeen AU will provide proxy voting services to Canadian investment funds in accordance with National Instrument 81-106 Investment Fund Continuous Disclosure.
I. Definitions
A. Best interest of clients. Clients best economic interests over the long term that is, the common interest that all clients share in seeing the value of a common investment increase over time. Clients may have differing political or social interests, but their best economic interest is generally uniform.
B. Material conflict of interest. Circumstances when an Aberdeen Adviser or any member of senior management, portfolio manager or portfolio analyst knowingly does business with a particular proxy issuer or closely affiliated entity, which may appear to create a material conflict between the interests of the Aberdeen Adviser and the interests of its clients in how proxies of that issuer are voted. A material conflict of interest might also exist in unusual circumstances when Aberdeen has actual knowledge of a material business arrangement between a particular proxy issuer or closely affiliated entity and an affiliate of an Aberdeen Adviser.
II. General Voting Policies
A. Clients Best Interest. These Policies and Procedures are designed and implemented in a way that is reasonably expected to ensure that proxies are voted in the best interests of clients. Proxies are voted with the aim of furthering the best economic interests of clients, promoting high levels of corporate governance and adequate disclosure of company policies, activities and returns, including fair and equal treatment of stockholders.
B. Shareholder Activism. Aberdeen Advisers seek to develop relationships with the management of portfolio companies to encourage transparency and improvements in the treatment of employees, owners and stakeholders. Thus, Aberdeen Advisers may engage in dialogue with the management of portfolio companies with respect to pending proxy voting issues.
C. Case-by-Case Basis. These Policies and Procedures are guidelines. Each vote is ultimately cast on a case-by-case basis, taking into consideration the contractual obligations under the advisory agreement or comparable document, and all other relevant facts and circumstances at the time of the vote. Aberdeen Advisers may cast proxy votes in favor of management proposals or seek to change the views of management, considering specific issues as they arise on their merits. Aberdeen Advisers may also join with other investment managers in seeking to submit a shareholder proposal to a company or to oppose a proposal submitted by the company. Such action may be based on fundamental, social, environmental or human rights grounds.
D. Individualized. These Policies and Procedures are tailored to suit Aberdeens advisory business and the types of securities portfolios Aberdeen Advisers manage. To the extent that clients (e.g., investment companies, corporations, pension plans) have adopted their own procedures, Aberdeen Advisers may vote the same securities differently depending upon clients directions.
E. Material Conflicts of Interest. Material conflicts are resolved in the best interest of clients. When a material conflict of interest between an Aberdeen Adviser and its respective client(s) is identified, the Aberdeen Adviser will choose among the procedures set forth in Section IV.B.2. below to resolve such conflict.
F. Limitations. The circumstances under which Aberdeen may take a limited role in voting proxies, include the following:
1. No Responsibility. Aberdeen Advisers will not vote proxies for client accounts in which the client contract specifies that Aberdeen will not vote. Under such circumstances, the clients custodians are instructed to mail proxy material directly to such clients or the clients designees.
2. Limited Value. An Aberdeen Adviser may abstain from voting a client proxy if the Aberdeen Adviser determines that the effect on shareholders economic interests or the value of the portfolio holding is indeterminable or insignificant. Aberdeen Advisers may also abstain from voting the proxies of portfolio companies held in their passively managed funds. Proxies with respect to securities that have been sold before the date of the shareholders meeting and are no longer held by a client generally will not be voted.
3. Unjustifiable Costs. An Aberdeen Adviser may abstain from voting a client proxy for cost reasons (e.g., non-U.S. securities).
4. Securities Lending Arrangements. If voting securities are part of a securities lending program, Aberdeen may be unable to vote while the securities are on loan.
5. Share Blocking. Certain jurisdictions may impose share blocking restrictions at various times which may prevent Aberdeen from exercising its voting authority.
6. Special Considerations. Aberdeens responsibilities for voting proxies are determined generally by its obligations under each advisory contract or similar document. If a client requests in writing that an Aberdeen Adviser vote its proxy in a manner inconsistent with these Policies and Procedures, the Aberdeen Adviser may follow the clients direction or may request that the client vote the proxy directly.
G. Sources of Information. The Aberdeen Advisers may conduct research internally and/or use the resources of an independent research consultant. The Aberdeen Advisers may consider legislative materials, studies of corporate governance and other proxy voting issues, and/or analyses of shareholder and management proposals by a certain sector of companies, e.g., Fortune 500 companies.
H. Subadvisers. To the extent that an Aberdeen Adviser may rely on subadvisers, whether affiliated or unaffiliated, to manage any client portfolio on a discretionary basis, the Aberdeen Adviser may delegate responsibility for voting proxies to the subadviser. However, such subadvisers will be required either to follow these Policies and Procedures or to demonstrate that their proxy voting policies and procedures are consistent with these Policies and Procedures or otherwise implemented in the best interests of the Aberdeen Advisers clients.
I. Availability of Policies and Procedures. Aberdeen Advisers will provide clients with a copy of these Policies and Procedures, as revised from time to time, upon request.
J. Disclosure of Vote. As disclosed in Part II of each Aberdeen Advisers Form ADV, a client may obtain information on how its proxies were voted by requesting such information from its Aberdeen Adviser. Aberdeen Advisers do not generally disclose client proxy votes to third parties, other than as required for Funds, unless specifically requested, in writing, by the client.
III. Specific Voting Policies
A. General Philosophy.
| |
Support existing management on votes on the financial statements of a company and the election of the Board of Directors; |
| |
Vote for the acceptance of the accounts unless there are grounds to suspect that either the accounts as presented or audit procedures used, do not present an accurate picture of company results; and |
| |
Support routine issues such as the appointment of independent auditors, allocation of income and the declaration of stock (scrip) dividend proposals provided there is a cash alternative. |
B. Anti-takeover Measures. Aberdeen Advisers vote on anti-takeover measures on a case-by-case basis taking into consideration such factors as the long-term financial performance of the target company relative to its industry competition. Key measures of performance will include the growth rates for sales, operating income, net income and total shareholder returns. Other factors which will be considered include margin analysis, cash flow and debt levels.
C. Proxy Contests for Control. Aberdeen Advisers vote on proxy contests for control on a case-by-case basis taking into consideration such factors as long-term financial performance of the target company relative to its industry, managements track record, background to the proxy contest, qualifications of director nominees, evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met, and stock ownership positions.
D. Contested Elections. Aberdeen Advisers vote on contested elections on a case-by-case basis taking into consideration such factors as the qualifications of all director nominees. Aberdeen Advisers also consider the independence of board and key committee members and the corporate governance practices of the company.
E. Executive compensation proposals. Aberdeen Advisers consider such proposals on a case-by-case basis taking into consideration such factors as executive pay and spending perquisites, particularly in conjunction with sub-par performance and employee layoffs.
F. Shareholder Proposals. Aberdeen Advisers consider such proposals on a case-by-case basis. Aberdeen Advisers support those proposals which will improve the companys corporate governance or business profile at a reasonable cost, but may oppose proposals which result in significant cost being incurred with little or no benefit to the company or its shareholders.
IV. Proxy Voting Procedures
This section applies to each Aberdeen Adviser except to the extent that certain procedures are identified as applicable only to a specific Aberdeen Adviser.
A. Obtain Proxy. Registered owners of record, e.g., trustees or custodian banks, that receive proxy materials from the issuer or its information agent, are instructed to sign physical proxy cards in blank and forward directly to the relevant Aberdeen Advisers designated proxy administrator (PA). Proxies may also be delivered electronically by custodians using proxy services such as ProxyEdge. Each proxy received is matched to the securities to be voted.
B. Material Conflicts of Interest.
1. Identify the existence of any material conflicts of interest relating to the securities to be voted or the issue at hand. Portfolio managers and research analysts (Analysts) and senior management of each Aberdeen Adviser have an affirmative duty to disclose any personal conflicts such as officer or director positions held by them, their spouses or close relatives in the portfolio company or attempts by the portfolio company to exert influence over such person with respect to their vote. Conflicts based on business relationships or dealings of affiliates of any Aberdeen Adviser will only be considered to the extent that the Aberdeen Adviser has actual knowledge of such business relationships.
2. When a material conflict of interest between an Aberdeen Advisers interests and its clients interests appears to exist, the Aberdeen Adviser may choose among the following options to eliminate such conflict: (1) vote in accordance with these Policies and Procedures if it involves little or no discretion; (2) vote as recommended by a third party service if the Aberdeen Adviser utilizes such a service; (3) echo vote or mirror vote the proxies in the same proportion as the votes of other proxy holders that are not Aberdeen clients; (4) if possible, erect information barriers around the person or persons making voting decisions sufficient to insulate the decision from the conflict; (5) if practical, notify affected clients of the conflict of interest and seek a waiver of the conflict; or (6) if agreed upon in writing with the client, forward the proxies to affected clients allowing them to vote their own proxies.
C. Analysts. The proxy administration process is carried out by the Global Voting Team based in Scotland (PA-UK). The PA-UK ensures that each proxy statement is directed to the appropriate Analyst. If a third party recommendation service has been retained, the PA-UK will forward the proxy statement to the Analyst with the recommendation highlighted. The Analyst will determine whether to vote as recommended by the service provider or to recommend an alternative and shall advise the PA-UK. The Analyst may consult with the PA-UK as necessary. If the Analyst recommends voting against the third party recommendation, he or she is responsible for documenting the reasons for such recommendation and that no conflict of interest influenced such recommendation. If no third party recommendation service is utilized or if no recommendation is provided, the Analyst is responsible for documenting the rationale for his or her vote recommendation.
D. Vote. The following describes the breakdown of responsibilities between the designated PA and the Corporate Governance Group (CGG) of each Aberdeen Adviser in voting portfolio securities and the extent to which the Aberdeen Advisers rely on third party service providers.
The US Fund Administration group (PA-US), and the PA-UK, are responsible for ensuring that votes for Aberdeen Advisers clients are cast and cast in accordance with these Policies and Procedures. The PA-US is primarily responsible for administering proxy votes for the Funds which are advised or sub-advised by the Aberdeen Advisers, the US closed-end Funds for which Aberdeen Singapore is the Manager, and the Canadian investment funds.
Responsibility for considering the substantive issues relating to any vote and for deciding how shares will be voted resides with the relevant Analyst whether located in Aberdeen US, Aberdeen UK, Aberdeen AU or Aberdeen Singapore.
In the event that a material conflict of interest is identified by any Analyst, whether in Aberdeen US, Aberdeen UK, Aberdeen AU, Aberdeen Singapore, or AAMISL, decisions on how to vote will be referred to the Corporate Governance Group (CGG). The CGG includes the Chief Investment Officer, the head of the Socially Responsible Research, and representatives from Aberdeen US, Aberdeen UK, Aberdeen AU, AAMISL and Aberdeen Singapores portfolio management teams,. The CGG meets as needed to consider material conflicts of interest or any other items raising unique issues. If the CGG determines that there is no material conflict of interest, the vote recommendation will be forwarded to the appropriate proxy administrator, either the PA-US or PA-UK. If a material conflict of interest is identified, the CGG will follow the conflict of interest procedures set forth in Section IV.B.2., above.
The Aberdeen Advisers have engaged ProxyEdge, a third party service provider, to cast votes electronically for certain clients and to maintain records of such votes electronically. Custodians for certain clients provide the PA-US with access to ProxyEdge. PA-UK helps facilitate and coordinate proxy voting for certain U.S. clients of the Aberdeen Advisers. Aberdeen UK has engaged Institutional Shareholder Services (ISS), a third party service provider, to provide (1) notification of impending votes; (2) research into non-routine votes, including shareholder resolutions; (3) voting recommendations which may be viewed on-line; and (4) web-based voting. In the absence of any material conflict of interest, the Aberdeen Advisers may either vote in accordance with the ISS recommendation or decline to follow the ISS recommendation based on its own view of the agenda item provided that decisions to vote contrary to the ISS recommendation are documented as set forth in Section IV.C., above. For clients on the ISS system, votes are automatically entered in accordance with ISS recommendations unless the PA-UK expressly changes the vote prior to the voting deadline with appropriate analyst documentation. In the event of a material conflict of interest, the Aberdeen Advisers will follow the procedures outlined in Section IV.B.2, above.
E. Review. PA-UK are responsible for ensuring that proxy materials are received in a timely manner and reconciled against holdings on the record date of client accounts over which the Aberdeen Adviser has voting authority to ensure that all shares held on the record date, and for which a voting obligation exists, are voted.
V. Documentation, Recordkeeping and Reporting Requirements
A. Documentation.
The Aberdeen US Chief Compliance Officer is responsible for implementing and updating these Policies and Procedures;
The PA-UK and PA-US are responsible for:
1. Overseeing the proxy voting process;
2. Consulting with portfolio managers/analysts for the relevant portfolio security; and
3. Maintaining manual proxy voting records, if any, and overseeing and reviewing voting execution and recordkeeping by third party providers such as ISS and ProxyEdge.
B. Record Keeping.
1. Each Aberdeen Adviser maintains or procures the maintenance of records of all proxies it has voted. As permitted by Rule 204-2(c), electronic proxy statements and the record of each vote cast by each client account will be maintained by either ISS and Proxy Edge, depending on the client account.
A US Funds proxy voting record must be filed with the SEC on Form N-PX. Form N-PX must be completed and signed in the manner required, containing a funds proxy voting record for the most recent twelve-month period ended June 30th (beginning August 31, 2004). If an Aberdeen Adviser delegates this reporting responsibility to a third party service provider such as ISS or Proxy Edge, it will ensure that the third party service provider files Form N-PX accordingly. Aberdeen Advisers shall obtain and maintain undertakings from both ISS and Proxy Edge to provide it with copies of proxy voting records and other documents relating to its clients votes promptly upon request. Aberdeen Advisers, ISS and Proxy Edge may rely on the SECs EDGAR system to keep records of certain proxy statements if the proxy statements are maintained by issuers on that system (e.g., large U.S.-based issuers).
2. As required by Rule 204-2(c), such records will also include: (a) a copy of the Policies and Procedures; (b) a copy of any document created by the Aberdeen Adviser that was material to making a decision on how to vote proxies on behalf of a client or that memorializes the basis for that decision; and (c) each written client request for proxy voting records and the Aberdeen Advisers written response to any (written or oral) client request for such records.
3. Duration. Proxy voting books and records will be maintained in an easily accessible place for a period of five years, the first two in an appropriate office of the Aberdeen Adviser.
C. Reporting. The Aberdeen Advisers will initially inform clients of these Policies and Procedures by summary disclosure in Part II of their respective Forms ADV. Upon receipt of a clients request for more information, the Aberdeen Advisers will provide to the client a copy of these Policies and Procedures and/or, in accordance with the clients stated requirements, how the clients proxies were voted during the period requested subsequent to the adoption of these Policies and Procedures. Such periodic reports, other than those required for Funds, will not be made available to third parties absent the express written request of the client. However, to the extent that any Aberdeen Adviser may serve as a subadviser to another adviser to a Client, such Aberdeen Adviser will be deemed to be authorized to provide proxy voting records on such Client accounts to such other adviser.
For Canadian investment funds, Aberdeen US, Aberdeen AU and Aberdeen Singapore will assist in preparing annual proxy voting records for the period ending June 30 of each year and will post an annual proxy voting record on each Canadian investment funds website no later than August 31 of each year. Upon receipt of a client or securityholders request, Aberdeen US, Aberdeen AU or Aberdeen Singapore will make available a copy of these Policies and Procedures and the Canadian investment funds proxy voting record, without charge, to any client or securityholder upon a request made by the client or securityholder after August 31.
D. Review of Policies and Procedures. These Policies and Procedures will be subject to review on a periodic basis as deemed appropriate by the Aberdeen Advisers. Any questions regarding the Policies and Procedures should be directed to the Compliance Department of the respective Aberdeen Adviser.
Goodwin Capital Advisers, Inc.
Proxy Voting Operations Procedures
Effective January 31, 2008
The following mutual funds managed by Goodwin Capital Advisers (GCA), currently have the ability to purchase equity securities:
PFR Phoenix Senior Floating Rate Fund, ALBRYCH, PFPC Acct#= PHS1
LDC Phoenix Low Duration Core Plus Bond Fund, ALBRYCH, PFPC Acct # =PHDB
MSS PHOENIX MULTI-SECTOR SHORT TERM BOND, ALBRYCH, PFPC Acct#= PH04
MUL PHOENIX MULTI-SECTOR FIXED INCOME, ALBRYCH, PFPC Acct#= PH05
EMS PHOENIX EDGE MULTI-SECTOR FIXED INC., ALBRYCH, PFPC Acct#= PH49
ESS Phoenix EDGE MULTI-SECTOR SHORT TERM, ALBRYCH, PFPC Acct# = PHMY
All proxy votes and related correspondence should be addressed to:
Phoenix Investment Partners
Proxy-Settlement Department
Att: Leah Savageau
56 Prospect Street 56P2-4
Hartford, CT 06115-0480
Operations Procedures:
All proxys received for GCA mutual funds shall be recorded in the Proxy Voting Records.xls spreadsheet upon receipt. The spreadsheet will contain the following information relating to proxies by fund by company:
Fund Name
Fund GCA Code
Meeting date/Type
Company
Ballot issues
Security
Management Recommendation
Vote Cast
Record Date
Shares Voted
Date Proxy Received
Date Proxy Submitted to PM
Proxy Deadline for Voting
Date Proxy Returned/Submitted for Voting
Once proxy information has been recorded in spreadsheet, the proxy will be delivered to the portfolio manager for signature and vote, with special notation on voting deadline.
Portfolio manager will return to Proxy/Settlements Department for recording of vote and submitting proxy.
If proxies have been received and voted during a quarter, the spreadsheet shall be updated and submitted to the GCA Compliance Officer by the 3 rd business day following each quarter end.
If no proxies have been received during a quarter, this should be indicated on the spreadsheet and submitted to the GCA Compliance Officer by the 3 rd business day following each quarter end.
A file shall be maintained with copies of all proxies received and voted.
February 27, 2009
MORGAN STANLEY INVESTMENT MANAGEMENT
PROXY VOTING POLICY AND PROCEDURES
I. POLICY STATEMENT
Morgan Stanley Investment Managements (MSIM) policy and procedures for voting proxies (Policy) with respect to securities held in the accounts of clients applies to those MSIM entities that provide discretionary investment management services and for which an MSIM entity has authority to vote proxies. This Policy is reviewed and updated as necessary to address new and evolving proxy voting issues and standards.
The MSIM entities covered by this Policy currently include the following: Morgan Stanley Investment Advisors Inc., Morgan Stanley AIP GP LP, Morgan Stanley Investment Management Inc., Morgan Stanley Investment Management Limited, Morgan Stanley Investment Management Company, Morgan Stanley Asset & Investment Trust Management Co., Limited, Morgan Stanley Investment Management Private Limited, Van Kampen Asset Management, and Van Kampen Advisors Inc. (each an MSIM Affiliate and collectively referred to as the MSIM Affiliates or as we below).
Each MSIM Affiliate will use its best efforts to vote proxies as part of its authority to manage, acquire and dispose of account assets. With respect to the MSIM registered management investment companies (Van Kampen, Institutional and Advisor Fundscollectively referred to herein as the MSIM Funds), each MSIM Affiliate will vote proxies under this Policy pursuant to authority granted under its applicable investment advisory agreement or, in the absence of such authority, as authorized by the Board of Directors/Trustees of the MSIM Funds. An MSIM Affiliate will not vote proxies if the named fiduciary for an ERISA account has reserved the authority for itself, or in the case of an account not governed by ERISA, the investment management or investment advisory agreement does not authorize the MSIM Affiliate to vote proxies. MSIM Affiliates will vote proxies in a prudent and diligent manner and in the best interests of clients, including beneficiaries of and participants in a clients benefit plan(s) for which the MSIM Affiliates manage assets, consistent with the objective of maximizing long-term investment returns (Client Proxy Standard). In certain situations, a client or its fiduciary may provide an MSIM Affiliate with a proxy voting policy. In these situations, the MSIM Affiliate will comply with the clients policy.
Proxy Research Services RiskMetrics Group ISS Governance Services (ISS) and Glass Lewis (together with other proxy research providers as we may retain from time to time, the Research Providers) are independent advisers that specialize in providing a variety of fiduciary-level proxy-related services to institutional investment managers, plan sponsors, custodians, consultants, and other institutional investors. The services provided include in-depth research, global issuer analysis, and voting recommendations. While we may review and utilize the recommendations of the Research Providers in making proxy voting decisions, we are in no way obligated to follow such recommendations. In addition to research, ISS provides vote execution, reporting, and recordkeeping services.
Voting Proxies for Certain Non-U.S. Companies Voting proxies of companies located in some jurisdictions, particularly emerging markets, may involve several problems that can restrict or prevent the ability to vote such proxies or entail significant costs. These problems include, but are not limited to: (i) proxy statements and ballots being written in a language other than English; (ii) untimely and/or inadequate notice of shareholder meetings; (iii) restrictions on the ability of holders outside the issuers jurisdiction of organization to exercise votes; (iv) requirements to vote proxies in person; (v) the imposition of restrictions on the sale of the securities for a period of time in proximity to the shareholder meeting; and (vi) requirements to provide local agents with power of attorney to facilitate our voting instructions. As a result, we vote clients non-U.S. proxies on a best efforts basis only, after weighing the costs and benefits of voting such proxies, consistent with the Client Proxy Standard. ISS has been retained to provide assistance in connection with voting non-U.S. proxies.
II. GENERAL PROXY VOTING GUIDELINES
To promote consistency in voting proxies on behalf of its clients, we follow this Policy (subject to any exception set forth herein). The Policy addresses a broad range of issues, and provides general voting parameters on proposals that arise most frequently. However, details of specific proposals vary, and those details affect particular voting decisions, as do factors specific to a given company. Pursuant to the procedures set forth herein, we may vote in a manner that is not in accordance with the following general guidelines, provided the vote is approved by the Proxy Review Committee (see Section III for description) and is consistent with the Client Proxy Standard. Morgan Stanley AIP GP LP will follow the procedures as described in Appendix A.
We endeavor to integrate governance and proxy voting policy with investment goals, using the vote to encourage portfolio companies to enhance long-term shareholder value and to provide a high standard of transparency such that equity markets can value corporate assets appropriately.
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We seek to follow the Client Proxy Standard for each client. At times, this may result in split votes, for example when different clients have varying economic interests in the outcome of a particular voting matter (such as a case in which varied ownership interests in two companies involved in a merger result in different stakes in the outcome). We also may split votes at times based on differing views of portfolio managers.
We may abstain on matters for which disclosure is inadequate.
A. Routine Matters. We generally support routine management proposals. The following are examples of routine management proposals:
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Approval of financial statements and auditor reports if delivered with an unqualified auditors opinion. |
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General updating/corrective amendments to the charter, articles of association or bylaws, unless we believe that such amendments would diminish shareholder rights. |
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Most proposals related to the conduct of the annual meeting, with the following exceptions. We generally oppose proposals that relate to the transaction of such other business which may come before the meeting, and open-ended requests for adjournment. However, where management specifically states the reason for requesting an adjournment and the requested adjournment would facilitate passage of a proposal that would otherwise be supported under this Policy (i.e. an uncontested corporate transaction), the adjournment request will be supported. |
We generally support shareholder proposals advocating confidential voting procedures and independent tabulation of voting results.
B. Board of Directors.
1. Election of directors: Votes on board nominees can involve balancing a variety of considerations. In balancing various factors in uncontested elections, we may take into consideration whether the company has a majority voting policy in place that we believe makes the director vote more meaningful. In the absence of a proxy contest, we generally support the boards nominees for director except as follows:
a. We consider withholding support from or voting against interested directors if the companys board does not meet market standards for director independence, or if otherwise we believe board independence is insufficient. We refer to prevalent market standards as promulgated by a stock exchange or other authority within a given market (e.g., New York Stock Exchange or Nasdaq rules for most U.S. companies, and The Combined Code on Corporate Governance in the United Kingdom). Thus, for an NYSE company with no controlling shareholder, we would expect that at a minimum a majority of directors should be independent as defined by NYSE. Where we view market standards as inadequate, we may withhold votes based on stronger independence standards. Market standards notwithstanding, we generally do not view long board tenure alone as a basis to classify a director as non-independent, although lack of board turnover and fresh perspective can be a negative factor in voting on directors.
i. At a company with a shareholder or group that controls the company by virtue of a majority economic interest in the company, we have a reduced expectation for board independence, although we believe the presence of independent directors can be helpful, particularly in staffing the audit committee, and at times we may withhold support from or vote against a nominee on the view the board or its committees are not sufficiently independent.
ii. We consider withholding support from or voting against a nominee if he or she is affiliated with a major shareholder that has representation on a board disproportionate to its economic interest.
b. Depending on market standards, we consider withholding support from or voting against a nominee who is interested and who is standing for election as a member of the companys compensation, nominating or audit committee.
c. We consider withholding support from or voting against a nominee if we believe a direct conflict exists between the interests of the nominee and the public shareholders, including failure to meet fiduciary standards of care and/or loyalty. We may oppose directors where we conclude that actions of directors are unlawful, unethical or negligent. We consider opposing individual board members or an entire slate if we believe the board is entrenched and/or dealing inadequately with performance problems, and/or acting with insufficient independence between the board and management.
d. We consider withholding support from or voting against a nominee standing for election if the board has not taken action to implement generally accepted governance practices for which there is a bright line test. For example, in the context of the U.S. market, failure to eliminate a dead hand or slow hand poison pill would be seen as a basis for opposing one or more incumbent nominees.
e. In markets that encourage designated audit committee financial experts, we consider voting against members of an audit committee if no members are designated as such. We also may not support the audit committee members if the company has faced financial reporting issues and/or does not put the auditor up for ratification by shareholders.
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f. We believe investors should have the ability to vote on individual nominees, and may abstain or vote against a slate of nominees where we are not given the opportunity to vote on individual nominees.
g. We consider withholding support from or voting against a nominee who has failed to attend at least 75% of the nominees board and board committee meetings within a given year without a reasonable excuse. We also consider opposing nominees if the company does not meet market standards for disclosure on attendance.
h. We consider withholding support from or voting against a nominee who appears overcommitted, particularly through service on an excessive number of boards. Market expectations are incorporated into this analysis; for U.S. boards, we generally oppose election of a nominee who serves on more than six public company boards (excluding investment companies).
2. Discharge of directors duties: In markets where an annual discharge of directors responsibility is a routine agenda item, we generally support such discharge. However, we may vote against discharge or abstain from voting where there are serious findings of fraud or other unethical behavior for which the individual bears responsibility. The annual discharge of responsibility represents shareholder approval of actions taken by the board during the year and may make future shareholder action against the board difficult to pursue.
3. Board independence: We generally support U.S. shareholder proposals requiring that a certain percentage (up to 66 2 / 3 %) of the companys board members be independent directors, and promoting all-independent audit, compensation and nominating/governance committees.
4. Board diversity: We consider on a case-by-case basis shareholder proposals urging diversity of board membership with respect to social, religious or ethnic group.
5. Majority voting: We generally support proposals requesting or requiring majority voting policies in election of directors, so long as there is a carve-out for plurality voting in the case of contested elections.
6. Proxy access: We consider on a case-by-case basis shareholder proposals to provide procedures for inclusion of shareholder nominees in company proxy statements.
7. Proposals to elect all directors annually: We generally support proposals to elect all directors annually at public companies (to declassify the Board of Directors) where such action is supported by the board, and otherwise consider the issue on a case-by-case basis based in part on overall takeover defenses at a company.
8. Cumulative voting: We generally support proposals to eliminate cumulative voting in the U.S. market context. (Cumulative voting provides that shareholders may concentrate their votes for one or a handful of candidates, a system that can enable a minority bloc to place representation on a board.) U.S. proposals to establish cumulative voting in the election of directors generally will not be supported.
9. Separation of Chairman and CEO positions: We vote on shareholder proposals to separate the Chairman and CEO positions and/or to appoint a non-executive Chairman based in part on prevailing practice in particular markets, since the context for such a practice varies. In many non-U.S. markets, we view separation of the roles as a market standard practice, and support division of the roles in that context.
10. Director retirement age and term limits: Proposals recommending set director retirement ages or director term limits are voted on a case-by-case basis.
11. Proposals to limit directors liability and/or broaden indemnification of officers and directors. Generally, we will support such proposals provided that an individual is eligible only if he or she has not acted in bad faith, gross negligence or reckless disregard of their duties.
C. Statutory auditor boards. The statutory auditor board, which is separate from the main board of directors, plays a role in corporate governance in several markets. These boards are elected by shareholders to provide assurance on compliance with legal and accounting standards and the companys articles of association. We generally vote for statutory auditor nominees if they meet independence standards. In markets that require disclosure on attendance by internal statutory auditors, however, we consider voting against nominees for these positions who failed to attend at least 75% of meetings in the previous year. We also consider opposing nominees if the company does not meet market standards for disclosure on attendance.
D. Corporate transactions and proxy fights. We examine proposals relating to mergers, acquisitions and other special corporate transactions (i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings and recapitalizations) on a case-by-case basis in the interests of each fund or other account. Proposals for mergers or other significant transactions that are friendly and approved by the Research Providers usually are supported if there is no portfolio manager objection. We also analyze proxy contests on a case-by-case basis.
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E. Changes in capital structure.
1. We generally support the following:
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Management and shareholder proposals aimed at eliminating unequal voting rights, assuming fair economic treatment of classes of shares we hold. |
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Management proposals to increase the authorization of existing classes of common stock (or securities convertible into common stock) if: (i) a clear business purpose is stated that we can support and the number of shares requested is reasonable in relation to the purpose for which authorization is requested; and/or (ii) the authorization does not exceed 100% of shares currently authorized and at least 30% of the total new authorization will be outstanding. (We consider proposals that do not meet these criteria on a case-by-case basis.) |
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Management proposals to create a new class of preferred stock or for issuances of preferred stock up to 50% of issued capital, unless we have concerns about use of the authority for anti-takeover purposes. |
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Management proposals to authorize share repurchase plans, except in some cases in which we believe there are insufficient protections against use of an authorization for anti-takeover purposes. |
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Management proposals to reduce the number of authorized shares of common or preferred stock, or to eliminate classes of preferred stock. |
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Management proposals to effect stock splits. |
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Management proposals to effect reverse stock splits if management proportionately reduces the authorized share amount set forth in the corporate charter. Reverse stock splits that do not adjust proportionately to the authorized share amount generally will be approved if the resulting increase in authorized shares coincides with the proxy guidelines set forth above for common stock increases. |
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Management dividend payout proposals, except where we perceive company payouts to shareholders as inadequate. |
2. We generally oppose the following (notwithstanding management support):
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Proposals to add classes of stock that would substantially dilute the voting interests of existing shareholders. |
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Proposals to increase the authorized or issued number of shares of existing classes of stock that are unreasonably dilutive, particularly if there are no preemptive rights for existing shareholders. However, depending on market practices, we consider voting for proposals giving general authorization for issuance of shares not subject to pre-emptive rights if the authority is limited. |
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Proposals that authorize share issuance at a discount to market rates, except where authority for such issuance is de minimis, or if there is a special situation that we believe justifies such authorization (as may be the case, for example, at a company under severe stress and risk of bankruptcy). |
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Proposals relating to changes in capitalization by 100% or more. |
We consider on a case-by-case basis shareholder proposals to increase dividend payout ratios, in light of market practice and perceived market weaknesses, as well as individual company payout history and current circumstances. For example, currently we perceive low payouts to shareholders as a concern at some Japanese companies, but may deem a low payout ratio as appropriate for a growth company making good use of its cash, notwithstanding the broader market concern.
F. Takeover Defenses and Shareholder Rights.
1. Shareholder rights plans: We generally support proposals to require shareholder approval or ratification of shareholder rights plans (poison pills). In voting on rights plans or similar takeover defenses, we consider on a case-by-case basis whether the company has demonstrated a need for the defense in the context of promoting long-term share value; whether provisions of the defense are in line with generally accepted governance principles in the market (and specifically the presence of an adequate qualified offer provision that would exempt offers meeting certain conditions from the pill); and the specific context if the proposal is made in the midst of a takeover bid or contest for control.
2. Supermajority voting requirements: We generally oppose requirements for supermajority votes to amend the charter or bylaws, unless the provisions protect minority shareholders where there is a large shareholder. In line with this view, in the absence of a large shareholder we support reasonable shareholder proposals to limit such supermajority voting requirements.
3. Shareholder rights to call meetings: We consider proposals to enhance shareholder rights to call meetings on a case-by-case basis.
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4. Reincorporation: We consider management and shareholder proposals to reincorporate to a different jurisdiction on a case-by-case basis. We oppose such proposals if we believe the main purpose is to take advantage of laws or judicial precedents that reduce shareholder rights.
5. Anti-greenmail provisions: Proposals relating to the adoption of anti-greenmail provisions will be supported, provided that the proposal: (i) defines greenmail; (ii) prohibits buyback offers to large block holders (holders of at least 1% of the outstanding shares and in certain cases, a greater amount, as determined by the Proxy Review Committee) not made to all shareholders or not approved by disinterested shareholders; and (iii) contains no anti-takeover measures or other provisions restricting the rights of shareholders.
6. Bundled proposals: We may consider opposing or abstaining on proposals if disparate issues are bundled and presented for a single vote.
G. Auditors. We generally support management proposals for selection or ratification of independent auditors. However, we may consider opposing such proposals with reference to incumbent audit firms if the company has suffered from serious accounting irregularities and we believe rotation of the audit firm is appropriate, or if fees paid to the auditor for non-audit-related services are excessive. Generally, to determine if non-audit fees are excessive, a 50% test will be applied (i.e., non-audit-related fees should be less than 50% of the total fees paid to the auditor). We generally vote against proposals to indemnify auditors.
H. Executive and Director Remuneration.
1. We generally support the following:
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Proposals for employee equity compensation plans and other employee ownership plans, provided that our research does not indicate that approval of the plan would be against shareholder interest. Such approval may be against shareholder interest if it authorizes excessive dilution and shareholder cost, particularly in the context of high usage (run rate) of equity compensation in the recent past; or if there are objectionable plan design and provisions. |
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Proposals relating to fees to outside directors, provided the amounts are not excessive relative to other companies in the country or industry, and provided that the structure is appropriate within the market context. While stock-based compensation to outside directors is positive if moderate and appropriately structured, we are wary of significant stock option awards or other performance-based awards for outside directors, as well as provisions that could result in significant forfeiture of value on a directors decision to resign from a board (such forfeiture can undercut director independence). |
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Proposals for employee stock purchase plans that permit discounts up to 15%, but only for grants that are part of a broad-based employee plan, including all non-executive employees. |
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Proposals for the establishment of employee retirement and severance plans, provided that our research does not indicate that approval of the plan would be against shareholder interest. |
2. We generally oppose retirement plans and bonuses for non-executive directors and independent statutory auditors.
3. Shareholder proposals requiring shareholder approval of all severance agreements will not be supported, but proposals that require shareholder approval for agreements in excess of three times the annual compensation (salary and bonus) generally will be supported. We generally oppose shareholder proposals that would establish arbitrary caps on pay. We consider on a case-by-case basis shareholder proposals that seek to limit Supplemental Executive Retirement Plans (SERPs), but support such proposals where we consider SERPs to be excessive.
4. Shareholder proposals advocating stronger and/or particular pay-for-performance models will be evaluated on a case-by-case basis, with consideration of the merits of the individual proposal within the context of the particular company and its labor markets, and the companys current and past practices. While we generally support emphasis on long-term components of senior executive pay and strong linkage of pay to performance, we consider whether a proposal may be overly prescriptive, and the impact of the proposal, if implemented as written, on recruitment and retention.
5. We consider shareholder proposals for U.K.-style advisory votes on pay on a case-by-case basis.
6. We generally support proposals advocating reasonable senior executive and director stock ownership guidelines and holding requirements for shares gained in executive equity compensation programs.
7. We generally support shareholder proposals for reasonable claw-back provisions that provide for company recovery of senior executive bonuses to the extent they were based on achieving financial benchmarks that were not actually met in light of subsequent restatements.
8. Management proposals effectively to re-price stock options are considered on a case-by-case basis. Considerations include the companys reasons and justifications for a re-pricing, the companys competitive position, whether senior executives
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and outside directors are excluded, potential cost to shareholders, whether the re-pricing or share exchange is on a value-for-value basis, and whether vesting requirements are extended.
I. Social, Political and Environmental Issues. We consider proposals relating to social, political and environmental issues on a case-by-case basis to determine likely financial impacts on shareholder value, balancing concerns on reputational and other risks that may be raised in a proposal against costs of implementation. We may abstain from voting on proposals that do not have a readily determinable financial impact on shareholder value. While we support proposals that we believe will enhance useful disclosure, we generally vote against proposals requesting reports that we believe are duplicative, related to matters not material to the business, or that would impose unnecessary or excessive costs. We believe that certain social and environmental shareholder proposals may intrude excessively on management prerogatives, which can lead us to oppose them.
J. Fund of Funds. Certain Funds advised by an MSIM Affiliate invest only in other MSIM Funds. If an underlying fund has a shareholder meeting, in order to avoid any potential conflict of interest, such proposals will be voted in the same proportion as the votes of the other shareholders of the underlying fund, unless otherwise determined by the Proxy Review Committee.
III. ADMINISTRATION OF POLICY
The MSIM Proxy Review Committee (the Committee) has overall responsibility for the Policy. The Committee, which is appointed by MSIMs Chief Investment Officer of Global Equities (CIO) or senior officer, consists of senior investment professionals who represent the different investment disciplines and geographic locations of the firm, and is chaired by the director of the Corporate Governance Team (CGT). Because proxy voting is an investment responsibility and impacts shareholder value, and because of their knowledge of companies and markets, portfolio managers and other members of investment staff play a key role in proxy voting, although the Committee has final authority over proxy votes.
The CGT Director is responsible for identifying issues that require Committee deliberation or ratification. The CGT, working with advice of investment teams and the Committee, is responsible for voting on routine items and on matters that can be addressed in line with these Policy guidelines. The CGT has responsibility for voting case-by-case where guidelines and precedent provide adequate guidance.
The Committee will periodically review and have the authority to amend, as necessary, the Policy and establish and direct voting positions consistent with the Client Proxy Standard.
CGT and members of the Committee may take into account Research Providers recommendations and research as well as any other relevant information they may request or receive, including portfolio manager and/or analyst comments and research, as applicable. Generally, proxies related to securities held in accounts that are managed pursuant to quantitative, index or index-like strategies (Index Strategies) will be voted in the same manner as those held in actively managed accounts, unless economic interests of the accounts differ. Because accounts managed using Index Strategies are passively managed accounts, research from portfolio managers and/or analysts related to securities held in these accounts may not be available. If the affected securities are held only in accounts that are managed pursuant to Index Strategies, and the proxy relates to a matter that is not described in this Policy, the CGT will consider all available information from the Research Providers, and to the extent that the holdings are significant, from the portfolio managers and/or analysts.
A. Committee Procedures
The Committee meets at least annually to review and consider changes to the Policy. The Committee will appoint a subcommittee (the Subcommittee) to meet as needed between Committee meetings to address any outstanding issues relating to the Policy or its implementation.
The Subcommittee will meet on an ad hoc basis to (among other functions): (1) monitor and ratify split voting (i.e., allowing certain shares of the same issuer that are the subject of the same proxy solicitation and held by one or more MSIM portfolios to be voted differently than other shares) and/or override voting (i.e., voting all MSIM portfolio shares in a manner contrary to the Policy); (2) review and approve upcoming votes, as appropriate, for matters as requested by CGT.
The Committee reserves the right to review voting decisions at any time and to make voting decisions as necessary to ensure the independence and integrity of the votes. The Committee or the Subcommittee are provided with reports on at least a monthly basis detailing specific key votes cast by CGT.
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B. Material Conflicts of Interest
In addition to the procedures discussed above, if the CGT Director determines that an issue raises a material conflict of interest, the CGT Director will request a special committee to review, and recommend a course of action with respect to, the conflict(s) in question (Special Committee).
A potential material conflict of interest could exist in the following situations, among others:
1. The issuer soliciting the vote is a client of MSIM or an affiliate of MSIM and the vote is on a matter that materially affects the issuer.
2. The proxy relates to Morgan Stanley common stock or any other security issued by Morgan Stanley or its affiliates except if echo voting is used, as with MSIM Funds, as described herein.
3. Morgan Stanley has a material pecuniary interest in the matter submitted for a vote (e.g., acting as a financial advisor to a party to a merger or acquisition for which Morgan Stanley will be paid a success fee if completed).
If the CGT Director determines that an issue raises a potential material conflict of interest, depending on the facts and circumstances, the issue will be addressed as follows:
1. If the matter relates to a topic that is discussed in this Policy, the proposal will be voted as per the Policy.
2. If the matter is not discussed in this Policy or the Policy indicates that the issue is to be decided case-by-case, the proposal will be voted in a manner consistent with the Research Providers, provided that all the Research Providers have the same recommendation, no portfolio manager objects to that vote, and the vote is consistent with MSIMs Client Proxy Standard.
3. If the Research Providers recommendations differ, the CGT Director will refer the matter to the Subcommittee or a Special Committee to vote on the proposal, as appropriate.
The Special Committee shall be comprised of the CGT Director, the Chief Compliance Officer or his/her designee, a senior portfolio manager (if practicable, one who is a member of the Proxy Review Committee) designated by the Proxy Review Committee, and MSIMs relevant Chief Investment Officer or his/her designee, and any other persons deemed necessary by the CGT Director. The CGT Director may request non-voting participation by MSIMs General Counsel or his/her designee. In addition to the research provided by Research Providers, the Special Committee may request analysis from MSIM Affiliate investment professionals and outside sources to the extent it deems appropriate.
C. Proxy Voting Reporting
The CGT will document in writing all Committee, Subcommittee and Special Committee decisions and actions, which documentation will be maintained by the CGT for a period of at least six years. To the extent these decisions relate to a security held by an MSIM Fund, the CGT will report the decisions to each applicable Board of Trustees/Directors of those Funds at each Boards next regularly scheduled Board meeting. The report will contain information concerning decisions made during the most recently ended calendar quarter immediately preceding the Board meeting.
MSIM will promptly provide a copy of this Policy to any client requesting it. MSIM will also, upon client request, promptly provide a report indicating how each proxy was voted with respect to securities held in that clients account.
MSIMs Legal Department is responsible for filing an annual Form N-PX on behalf of each MSIM Fund for which such filing is required, indicating how all proxies were voted with respect to such Funds
APPENDIX A
The following procedures apply to accounts managed by Morgan Stanley AIP GP LP (AIP).
Generally, AIP will follow the guidelines set forth in Section II of MSIMs Proxy Voting Policy and Procedures. To the extent that such guidelines do not provide specific direction, or AIP determines that consistent with the Client Proxy Standard, the guidelines should not be followed, the Proxy Review Committee has delegated the voting authority to vote securities held by accounts managed by AIP to the Liquid Markets investment team and the Private Markets investment team of AIP. A summary of decisions made by the investment teams will be made available to the Proxy Review Committee for its information at the next scheduled meeting of the Proxy Review Committee.
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In certain cases, AIP may determine to abstain from determining (or recommending) how a proxy should be voted (and therefore abstain from voting such proxy or recommending how such proxy should be voted), such as where the expected cost of giving due consideration to the proxy does not justify the potential benefits to the affected account(s) that might result from adopting or rejecting (as the case may be) the measure in question.
Waiver of Voting Rights
For regulatory reasons, AIP may either 1) invest in a class of securities of an underlying fund (the Fund) that does not provide for voting rights; or 2) waive 100% of its voting rights with respect to the following:
1. Any rights with respect to the removal or replacement of a director, general partner, managing member or other person acting in a similar capacity for or on behalf of the Fund (each individually a Designated Person, and collectively, the Designated Persons), which may include, but are not limited to, voting on the election or removal of a Designated Person in the event of such Designated Persons death, disability, insolvency, bankruptcy, incapacity, or other event requiring a vote of interest holders of the Fund to remove or replace a Designated Person; and
2. Any rights in connection with a determination to renew, dissolve, liquidate, or otherwise terminate or continue the Fund, which may include, but are not limited to, voting on the renewal, dissolution, liquidation, termination or continuance of the Fund upon the occurrence of an event described in the Funds organizational documents; provided , however , that, if the Funds organizational documents require the consent of the Funds general partner or manager, as the case may be, for any such termination or continuation of the Fund
APPENDIX B
The following procedures apply to the portion of the Van Kampen Dynamic Credit Opportunities Fund (VK Fund) sub advised by Avenue Europe International Management, L.P. (Avenue). (The portion of the VK Fund managed solely by Van Kampen Asset Management will continue to be subject to MSIMs Policy.)
1. Generally: With respect to Avenues portion of the VK Fund, the Board of Trustees of the VK Fund will retain sole authority and responsibility for proxy voting. The Advisers involvement in the voting process of Avenues portion of the VK Fund is a purely administrative function, and serves to execute and deliver the proxy voting decisions made by the VK Fund Board in connection with the Avenue portion of the VK Fund, which may, from time to time, include related administrative tasks such as receiving proxies, following up on missing proxies, and collecting data related to proxies. As such, the Adviser shall not be deemed to have voting power or shared voting power with Avenue with respect to Avenues portion of the Fund.
2. Voting Guidelines: All proxies, with respect to Avenues portion of the VK Fund, will be considered by the VK Fund Board or such subcommittee as the VK Fund Board may designate from time to time for determination and voting approval. The VK Board or its subcommittee will timely communicate to MSIMs Corporate Governance Group its proxy voting decisions, so that among other things the votes will be effected consistent with the VK Boards authority.
3. Administration: The VK Board or its subcommittee will meet on an adhoc basis as may be required from time to time to review proxies that require its review and determination. The VK Board or its subcommittee will document in writing all of its decisions and actions which will be maintained by the VK Fund, or its designee(s), for a period of at least 6 years. If a subcommittee is designated, a summary of decisions made by such subcommittee will be made available to the full VK Board for its information at its next scheduled respective meetings.
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NEUBERGER BERMAN, LLC
NEUBERGER BERMAN MANAGEMENT INC.
PROXY VOTING POLICIES AND PROCEDURES
Non-Socially Responsive Clients
I. Introduction and General Principles
A. Neuberger Berman, LLC and Neuberger Berman Management Inc. (collectively, NB) have been delegated the authority and responsibility to vote the proxies of their respective investment advisory clients, including both ERISA and non-ERISA clients.
B. NB understands that proxy voting is an integral aspect of investment management. Accordingly, proxy voting must be conducted with the same degree of prudence and loyalty accorded any fiduciary or other obligation of an investment manager.
C. NB believes that the following policies and procedures are reasonably expected to ensure that proxy matters are conducted in the best interest of clients, in accordance with NBs fiduciary duties, applicable rules under the Investment Advisers Act of 1940 and fiduciary standards and responsibilities for ERISA clients set out in Department of Labor interpretations.
D. In instances where NB does not have authority to vote client proxies, it is the responsibility of the client to instruct the relevant custody bank or banks to mail proxy material directly to such client.
E. In all circumstances, NB will comply with specific client directions to vote proxies, whether or not such client directions specify voting proxies in a manner that is different from NBs policies and procedures.
F. There may be circumstances under which NB may abstain from voting a client proxy for cost reasons (e.g., non-U.S. securities). NB understands that it must weigh the costs and benefits of voting proxy proposals relating to foreign securities and make an informed decision with respect to whether voting a given a proxy proposal is prudent and solely in the interests of the clients and, in the case of an ERISA client, the plans participants and beneficiaries. NBs decision in such circumstances will take into account the effect that the proxy vote, either by itself or together with other votes, is expected to have on the value of the clients investment and whether this expected effect would outweigh the cost of voting.
II. Responsibility and Oversight
A. NB has designated a Proxy Committee with the responsibility for administering and overseeing the proxy voting process, including:
(1) developing, authorizing, implementing and updating NBs policies and procedures;
(2) overseeing the proxy voting process; and
(3) engaging and overseeing any third-party vendors as voting delegate to review, monitor and/or vote proxies.
B. Such Proxy Committee will meet as frequently and in such manner as necessary or appropriate to fulfill its responsibilities.
C. The members of the Proxy Committee will be appointed from time to time and will include the Chief Investment Officer, a senior portfolio manager and senior members of the Legal and Compliance and Portfolio Administration Departments.
D. In the event that one or more members of the Proxy Committee are not independent with respect to a particular matter, the Proxy Committee shall appoint an independent subcommittee of the Proxy Committee, which will have full authority to act upon such matter.
III. Proxy Voting Guidelines
A. NB has determined that, except as set forth below, proxies will be voted in accordance with the recommendations contained in the applicable Glass, Lewis & Co. Proxy Paper Voting Guidelines, as in effect from time to time. A summary of the current applicable Glass Lewis guidelines is attached to these NB Voting Policies and Procedures as Exhibit A.
B. Except as set forth below, in the event the foregoing proxy voting guidelines do not address how a proxy should be voted, the proxy will be voted in accordance with Glass Lewis recommendations. In the event that Glass Lewis refrains from making a recommendation, the Proxy Committee will follow the procedures set forth in Section V, Paragraph C.
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C. There may be circumstances under which the Chief Investment Officer, a portfolio manager or other NB investment professional (NB Investment Professional) believes that it is in the best interest of a client or clients to vote proxies in a manner inconsistent with the foregoing proxy voting guidelines or in a manner inconsistent with Glass Lewis guidelines. In such event, the procedures set forth in Section V, Paragraph B will be followed.
IV. Proxy Voting Procedures
A. NB will vote client proxies in accordance with a clients specific request even if it is in a manner inconsistent with NBs policies and procedures. Such specific requests must be made in writing by the individual client or by an authorized officer, representative or named fiduciary of a client.
B. At the recommendation of the Proxy Committee, NB has engaged Glass Lewis as its voting delegate to:
(1) research and make voting determinations in accordance with the proxy voting guidelines described in Section III;
(2) vote and submit proxies in a timely manner;
(3) handle other administrative functions of proxy voting;
(4) maintain records of proxy statements received in connection with proxy votes and provide copies of such proxy statements promptly upon request;
(5) maintain records of votes cast; and
(6) provide recommendations with respect to proxy voting matters in general.
C. Except in instances where clients have retained voting authority, NB will instruct custodians of client accounts to forward all proxy statements and materials received in respect of client accounts to Glass Lewis.
D. Notwithstanding the foregoing, NB retains final authority and fiduciary responsibility for proxy voting.
V. Conflicts of Interest
A. Glass Lewis will vote proxies in accordance with the proxy voting guidelines described in Section III or as Glass Lewis recommends. NB believes that this process is reasonably designed to address material conflicts of interest that may arise between NB and a client as to how proxies are voted.
B. In the event that an NB Investment Professional believes that it is in the best interest of a client or clients to vote proxies in a manner inconsistent with the proxy voting guidelines described in Section III or in a manner inconsistent with Glass Lewis recommendations, such NB Investment Professional will contact a member of the Proxy Committee and complete and sign a questionnaire in the form adopted from time to time. Such questionnaire will require specific information, including the reasons the NB Investment Professional believes a proxy vote in this manner is in the best interest of a client or clients and disclosure of specific ownership, business or personal relationship or other matters that may raise a potential material conflict of interest between NB and the client or clients with respect to the voting of the proxy.
The Proxy Committee will review the questionnaire completed by the NB Investment Professional and consider such other matters as it deems appropriate to determine that there is no material conflict of interest between NB and the client or clients with respect to the voting of the proxy in that manner. The Proxy Committee shall document its consideration of such other matters in a form adopted by the Proxy Committee from time to time.
In the event that the Proxy Committee determines that such vote will not present a material conflict between NB and the client or clients, the Proxy Committee will make a determination whether to vote such proxy as recommended by the NB Investment Professional. In the event of a determination to vote the proxy as recommended by the NB Investment Professional, an authorized member of the Proxy Committee will instruct Glass Lewis to vote in such manner with respect to the client or clients.
In the event that the Proxy Committee determines that the voting of a proxy as recommended by the NB Investment Professional presents a material conflict of interest between NB and the client or clients with respect to the voting of the proxy, the Proxy Committee will:
(i) take no further action, in which case Glass Lewis shall vote such proxy in accordance with the proxy voting guidelines described in Section III or as Glass Lewis recommends;
(ii) disclose such conflict to the client or clients and obtain written direction from the client or clients as to how to vote the proxy;
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(iii) suggest that the client or clients engage another party to determine how to vote the proxy; or
(iv) engage another independent third party to determine how to vote the proxy.
C. In the event that the proxy voting guidelines described in Section III do not address how a proxy should be voted and Glass Lewis refrains from making a recommendation as to how such proxy should be voted, the Proxy Committee will make a determination as to how the proxy should be voted. After determining how it believes the proxy should be voted, the Proxy Committee will consider such matters as it deems appropriate to determine that there is no material conflict of interest between NB and the client or clients with respect to the voting of the proxy in that manner. The Proxy Committee shall document its consideration of such matters in a form adopted by the Proxy Committee from time to time. In the event that the Proxy Committee determines that such vote will not present material conflict between NB and the client, an authorized member of the Proxy Committee will instruct Glass Lewis to vote in such manner with respect to such client or clients. In the event that the Proxy Committee determines that such vote will present a material conflict of interest between NB and the client or clients with respect to the voting of the proxy, the Proxy Committee will:
(i) disclose such conflict to the client or clients and obtain written direction from the client or clients as to how to vote the proxy;
(ii) suggest that the client or clients engage another party to determine how proxies should be voted; or
(iii) engage another independent third party to determine how proxies should be voted.
D. Material conflicts cannot be resolved by simply abstaining from voting.
VI. Recordkeeping
NB will maintain records relating to the implementation of these proxy voting policies and procedures, including:
(1) a copy of these policies and procedures, which shall be made available to clients upon request
(2) proxy statements received regarding client securities (which will be satisfied by relying on EDGAR or Glass Lewis);
(3) a record of each vote cast (which Glass Lewis maintains on NBs behalf);
(4) a copy of each questionnaire completed by any NB Investment Professional under Section V above;
(5) any other document created by NB that was material to making a decision how to vote proxies on behalf of a client or that memorializes the basis for that decision; and
(6) each written client request for proxy voting records and NBs written response to any client request (written or oral) for such records. Such proxy voting books and records shall be maintained in an easily accessible place for a period of five years, the first two by the Proxy Committee member who represents the Portfolio Administration Department.
VII. Disclosure
Except as otherwise required by law or with the consent of the client, NB has a general policy of not disclosing to any issuer or third party how NB or its voting delegate voted a clients proxy.
Effective February 2007
Proxy Committee as of February 2007
Jack Rivkin Chief Investment Officer
Judith Vale Portfolio Manager
Maxine Gerson Legal and Compliance
Vincent Pecoraro Portfolio Administration
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Summary of Neuberger Bermans Proxy Voting Policy
Neuberger Berman has implemented written Proxy Voting Policies and Procedures (Proxy Voting Policy) that are designed to reasonably ensure that Neuberger Berman votes proxies prudently and in the best interest of its advisory clients for whom Neuberger Berman has voting authority. The Proxy Voting Policy also describes how Neuberger Berman addresses any conflicts that may arise between its interests and those of its clients with respect to proxy voting.
Neuberger Bermans Proxy Committee is responsible for developing, authorizing, implementing and updating the Proxy Voting Policy, overseeing the proxy voting process, and engaging and overseeing any independent third-party vendors as voting delegate to review, monitor and/or vote proxies. In order to apply the Proxy Voting Policy noted above in a timely and consistent manner, Neuberger Berman utilizes Glass, Lewis & Co. LLC (Glass Lewis) to vote proxies in accordance with Neuberger Bermans voting guidelines.
For socially responsive clients, Neuberger Berman has adopted socially responsive voting guidelines. For non-socially responsive clients, Neuberger Bermans guidelines adopt the voting recommendations of Glass Lewis. Neuberger Berman retains final authority and fiduciary responsibility for proxy voting. Neuberger Berman believes that this process is reasonably designed to address material conflicts of interest that may arise between Neuberger Berman and a client as to how proxies are voted.
In the event that an investment professional at Neuberger Berman believes that it is in the best interest of a client or clients to vote proxies in a manner inconsistent with Neuberger Bermans proxy voting guidelines or in a manner inconsistent with Glass Lewis recommendations, the Proxy Committee will review information submitted by the investment professional to determine that there is no material conflict of interest between Neuberger Berman and the client with respect to the voting of the proxy in that manner.
If the Proxy Committee determines that the voting of a proxy as recommended by the investment professional presents a material conflict of interest between Neuberger Berman and the client or clients with respect to the voting of the proxy, the Proxy Committee shall: (i) take no further action, in which case Glass Lewis shall vote such proxy in accordance with the proxy voting guidelines or as Glass Lewis recommends; (ii) disclose such conflict to the client or clients and obtain written direction from the client as to how to vote the proxy; (iii) suggest that the client or clients engage another party to determine how to vote the proxy; or (iv) engage another independent third party to determine how to vote the proxy.
STATEMENT OF POLICY WITH RESPECT TO PROXY VOTING
I. Definitions. As used in this Statement of Policy, the following terms shall have the meanings ascribed below:
A. Advisor collectively refers to any Advisor and Subadvisor to The Phoenix Edge Series Fund (the Fund).
B. Board of Trustees refers to the Board of Trustees of The Phoenix Edge Series Fund
C. Corporate Governance Matters refers to changes involving the corporate ownership or structure of an issuer whose securities are within a Portfolio Holding, including changes in the state of incorporation, changes in capital structure, including increases and decreases of capital and preferred stock issuance, mergers and other corporate restructurings, anti-takeover provisions such as staggered boards, poison pills, and supermajority voting provisions, among other things.
D. Delegate refers to the Advisor or Subadvisor to whom responsibility has been delegated to vote proxies for the applicable Portfolio Holding, including any qualified, independent organization engaged by an Advisor or Subadvisor to vote proxies on behalf of such delegated entity.
E. Fund shall individually and collectively mean and refer to each of funds served by the Board of Trustees of the Fund.
F. Management Matters refers to stock option plans and other management compensation issues.
G. Portfolio Holding refers to any company or entity whose securities are held within the investment portfolio(s) of one or more of the Funds as of the date a proxy is solicited.
H. Proxy Contests refer to any meeting of shareholders of an issuer for which there are at least two sets of proxy statements and proxy cards, one solicited by management and the others by a dissident or group of dissidents.
I. Social Issues refers to social and environmental issues.
J. Subadvisor refers to each registered investment advisor that serves as investment subadvisor to one of the series of the Fund.
K. Subadvisor Procedures shall have such meaning as described in Article IV, Section C hereof.
L. Takeover refers to hostile or friendly efforts to effect radical change in the voting control of the board of directors of a company.
II. General Policy. It is the intention of the Fund to exercise stock ownership rights in Portfolio Holdings in a manner that is reasonably anticipated to further the best economic interests of shareholders of the Fund. Accordingly, the Fund or its Delegate(s) shall endeavor to analyze and vote all proxies that are considered likely to have financial implications, and, where appropriate, to participate in corporate governance, shareholder proposals, management communications and legal proceedings. The Fund and its Delegate(s) must also identify potential or actual conflicts of interest in voting proxies and address any such conflict of interest in accordance with this Statement of Policy.
III. Factors to consider when voting.
A. A Delegate may abstain from voting when it concludes that the effect on shareholders economic interests or the value of the Portfolio Holding is indeterminable or insignificant.
B. In analyzing anti-takeover measures , the Delegate shall vote on a case-by-case basis taking into consideration such factors as overall long-term financial performance of the target company relative to its industry competition. Key measures which shall be considered include, without limitation, five-year annual compound growth rates for sales, operating income, net income, and total shareholder returns (share price appreciation plus dividends). Other financial indicators that will be considered include margin analysis, cash flow, and debit levels.
C. In analyzing contested elections , the Delegate shall vote on a case-by-case basis taking into consideration such factors as the qualifications of all director nominees. The Delegate shall also consider the independence and attendance record of board and key committee members. A review of the corporate governance profile shall be completed highlighting entrenchment devices that may reduce accountability.
D. In analyzing corporate governance matters , the Delegate shall vote on a case-by-case basis taking into consideration such factors as tax and economic benefits associated with amending an issuers state of incorporation, dilution or improved accountability associated with changes in capital structure, management proposals to require a supermajority shareholder vote to amend charters and bylaws and bundled or conditioned proxy proposals.
E. In analyzing executive compensation proposals and management matters , the Advisor shall vote on a case-by-case basis taking into consideration such factors as executive pay and spending on perquisites, particularly in conjunction with sub-par performance and employee layoffs.
Tab 9-1
F. In analyzing proxy contests for control , the Delegate shall vote on a case-by-case basis taking into consideration such factors as long-term financial performance of the target company relative to its industry; managements track record; background to the proxy contest; qualifications of director nominees (both slates); evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met; and stock ownership positions.
G. A Delegate shall generally vote against shareholder social matters proposals.
IV. Delegation.
A. In the absence of a specific direction to the contrary from the Board of Trustees of the Fund, the Advisor will be responsible for voting proxies for all Portfolio Holdings in accordance with this Statement of Policy, or for delegating such responsibility as described below.
B. The Advisor delegated with authority to vote proxies for Portfolio Holdings shall be deemed to assume a duty of care to safeguard the best interests of the Fund and its shareholders. No Delegate shall accept direction or inappropriate influence from any other client, director or employee of any affiliated company and shall not cast any vote inconsistent with this Statement of Policy without obtaining the prior approval of the Fund or its duly authorized representative(s).
C. With regard to each Fund for which there is a duly appointed Subadvisor acting pursuant to an investment advisory agreement satisfying the requirements of Section 15(a) of the Investment Company Act of 1940, as amended, and the rules thereunder, the Subadvisor may, pursuant to delegated authority from the Advisor, vote proxies for Portfolio Holdings with regard to the Fund or portion of the assets thereof for which the Subadvisor is responsible. In such case, the Subadvisor shall vote proxies for the Portfolio Holdings in accordance with Articles II, III and V of this Statement of Policy, provided, however, that the Subadvisor may vote proxies in accordance with its own proxy voting policy/procedures (Subadvisor Procedures) if the following two conditions are satisfied: (1) the Advisor must have approved the Subadvisor Procedures based upon the Advisors determination that the Subadvisor Procedures are reasonably designed to further the best economic interests of the affected Fund shareholders, and (2) the Subadvisor Procedures are reviewed and approved annually by the Board of Trustees. The Subadvisor will promptly notify the Advisor of any material changes to the Subadvisor Procedures. The Advisor will periodically review the votes by the Subadvisor for consistency with this Statement of Policy.
V. Conflicts of Interest.
A. The Fund and its Delegate(s) seek to avoid actual or perceived conflicts of interest in the voting of proxies for Portfolio Holdings between the interests of Fund shareholders, on one hand, and those of the Advisor, Subadvisor, Delegate, principal underwriter, or any affiliated person of the Fund, on the other hand. The Board of Trustees may take into account a wide array of factors in determining whether such a conflict exists, whether such conflict is material in nature, and how to properly address or resolve the same.
B. While each conflict situation varies based on the particular facts presented and the requirements of governing law, the Board of Trustees or its delegate(s) may take the following actions, among others, or otherwise give weight to the following factors, in addressing material conflicts of interest in voting (or directing Delegates to vote) proxies pertaining to Portfolio Holdings: (i) rely on the recommendations of an established, independent third party with qualifications to vote proxies such as Institutional Shareholder Services; (ii) vote pursuant to the recommendation of the proposing Delegate; (iii) abstaining; or (iv) where two or more Delegates provide conflicting requests, vote shares in proportion to the assets under management of the each proposing Delegate.
C. Each Advisor shall promptly notify the President of the Fund once any actual or potential conflict of interest exists and their recommendations for protecting the best interests of Funds shareholders. No Advisor shall waive any conflict of interest or vote any conflicted proxies without the prior written approval of the Board of Trustees or the President of the Fund pursuant to section D of this Article.
D. In the event that a determination, authorization or waiver under this Statement of Policy is requested at a time other than a regularly scheduled meeting of the Board of Trustees, the President of the Fund shall be empowered with the power and responsibility to interpret and apply this Statement of Policy and provide a report of his or her determinations at the next following meeting of the Board of Trustees.
VI. Miscellaneous.
A. A copy of the current Statement of Policy with Respect to Proxy Voting and the voting records for each Fund reconciling proxies with Portfolio Holdings and recording proxy voting guideline compliance and justification, shall be kept in an easily accessible place and available for inspection either physically or through electronic posting on an approved website.
B. Each Advisor shall present a report of any material deviations from this Statement of Policy at every regularly scheduled meeting of the Board of Trustees and shall provide such other reports as the Board of Trustees may request from time to time.
Tab 9-2
Each Advisor shall provide to the Fund or any shareholder a record of its effectuation of proxy voting pursuant to this Statement of Policy at such times and in such format or medium as the Fund or such shareholders shall reasonably request. Each Advisor and each affected Subadvisor shall be solely responsible for complying with the disclosure and reporting requirements under applicable laws and regulations, including, without limitation, Rules 204-2 and 206(4)-6 under the Investment Advisers Act of 1940. Each Advisor shall gather, collate and present information relating to the its proxy voting activities of those of each Delegate in such format and medium as the Fund shall determine from time to time in order for the Fund to discharge its disclosure and reporting obligations pursuant to Rule 30b1-4 under the Investment Company Act of 1940.
C. Certain Funds may participate in securities lending programs administered by the custodian or a third party. Because title to loaned securities passes to the borrower, the Advisor and/or Subadvisor will be unable to vote any security that is out on loan to a borrower on a proxy record date.
D. Each Advisor and/or each affected Subadvisor shall pay all costs associated with proxy voting for Portfolio Holdings pursuant to this Statement of Policy and assisting the Fund in providing public notice of the manner in which such proxies were voted.
E. Each Advisor or Subadvisor may delegate its responsibilities hereunder to a proxy committee established from time to time by the Advisor or Subadvisor, as the case may be. In performing its duties hereunder, the Advisor or Subadvisor, or any duly authorized committee, may engage the services of a research and/or voting advisor or agent, the cost of which shall be borne by such entity.
(Amended and Restated November 18, 2008)
Tab 9-3
STATEMENT OF POLICY WITH RESPECT TO PROXY VOTING
I. Definitions. As used in this Statement of Policy, the following terms shall have the meanings ascribed below:
A. Adviser collectively refers to Virtus Investment Advisers, Inc., Duff & Phelps Investment Management Co., Engemann Asset Management, Kayne Anderson Rudnick Investment Management, LLC and SCM Advisors, LLC.
B. Board of Trustees refers to the Board of Trustees of the Virtus Mutual Funds (collectively, the Fund).
C. Corporate Governance Matters refers to changes involving the corporate ownership or structure of an issuer whose securities are within a Portfolio Holding, including changes in the state of incorporation, changes in capital structure, including increases and decreases of capital and preferred stock issuance, mergers and other corporate restructurings, and anti-takeover provisions such as staggered boards, poison pills, and supermajority voting provisions.
D. Delegate refers to the Adviser or Subadviser to whom responsibility has been delegated to vote proxies for the applicable Portfolio Holding, including any qualified, independent organization engaged by an Adviser or Subadviser to vote proxies on behalf of such delegated entity.
E. Fund shall individually and collectively mean and refer to each of funds served by the Board of Trustees of the Fund.
F. Management Matters refers to stock option plans and other management compensation issues.
G. Portfolio Holding refers to any company or entity whose securities are held within the investment portfolio(s) of one or more of the Funds as of the date a proxy is solicited.
H. Proxy Contests refer to any meeting of shareholders of an issuer for which there are at least two sets of proxy statements and proxy cards, one solicited by management and the others by a dissident or group of dissidents.
I. Social Issues refers to social and environmental issues.
J. Subadviser refers, individually or collectively, to each registered investment adviser that serves as investment subadviser to one or more of the Fund.
K. Subadviser Procedures shall have such meaning as described in Article IV, Section C hereof.
L. Takeover refers to hostile or friendly efforts to effect radical change in the voting control of the board of directors of a company.
II. General Policy. It is the intention of the Fund to exercise stock ownership rights in Portfolio Holdings in a manner that is reasonably anticipated to further the best economic interests of shareholders of the Fund. Accordingly, the Fund or its Delegate(s) shall endeavor to analyze and vote all proxies that are considered likely to have financial implications, and, where appropriate, to participate in corporate governance, shareholder proposals, management communications and legal proceedings. The Fund and its Delegate(s) must also identify potential or actual conflicts of interest in voting proxies and address any such conflict of interest in accordance with this Statement of Policy.
III. Factors to consider when voting.
A. A Delegate may abstain from voting when it concludes that the effect on shareholders economic interests or the value of the Portfolio Holding is indeterminable or insignificant.
B. In analyzing anti-takeover measures , the Delegate shall vote on a case-by-case basis taking into consideration such factors as overall long-term financial performance of the target company relative to its industry competition. Key measures which shall be considered include, without limitation, five-year annual compound growth rates for sales, operating income, net income, and total shareholder returns (share price appreciation plus dividends). Other financial indicators that will be considered include margin analysis, cash flow, and debit levels.
C. In analyzing contested elections , the Delegate shall vote on a case-by-case basis taking into consideration such factors as the qualifications of all director nominees. The Delegate shall also consider the independence and attendance record of board and key committee members. A review of the corporate governance profile shall be completed highlighting entrenchment devices that may reduce accountability.
D. In analyzing corporate governance matters , the Delegate shall vote on a case-by-case basis taking into consideration such factors as tax and economic benefits associated with amending an issuers state of incorporation, dilution or improved accountability associated with changes in capital structure, management proposals to require a supermajority shareholder vote to amend charters and bylaws and bundled or conditioned proxy proposals.
Tab 9
E. In analyzing executive compensation proposals and management matters , the Adviser shall vote on a case-by-case basis taking into consideration such factors as executive pay and spending on perquisites, particularly in conjunction with sub-par performance and employee layoffs.
F. In analyzing proxy contests for control , the Delegate shall vote on a case-by-case basis taking into consideration such factors as long-term financial performance of the target company relative to its industry; managements track record; background to the proxy contest; qualifications of director nominees (both slates); evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met; and stock ownership positions.
G. A Delegate shall generally vote against shareholder social matters proposals.
IV. Delegation.
A. In the absence of a specific direction to the contrary from the Board of Trustees of the Fund, the Adviser will be responsible for voting proxies for all Portfolio Holdings in accordance with this Statement of Policy, or for delegating such responsibility as described below.
B. The Adviser and any Subadviser delegated with authority to vote proxies for Portfolio Holdings shall be deemed to assume a duty of care to safeguard the best interests of the Fund and its shareholders. No Delegate shall accept direction or inappropriate influence from any other client, director or employee of any affiliated company and shall not cast any vote inconsistent with this Statement of Policy without obtaining the prior approval of the Fund or its duly authorized representative(s).
C. With regard to each Fund for which there is a duly appointed Subadviser acting pursuant to an investment advisory agreement satisfying the requirements of Section 15(a) of the Investment Company Act of 1940, as amended, and the rules thereunder, the Subadviser may, pursuant to delegated authority from the Adviser, vote proxies for Portfolio Holdings with regard to the Fund or portion of the assets thereof for which the Subadviser is responsible. In such case, the Subadviser shall vote proxies for the Portfolio Holdings in accordance with Articles II, III and V of this Statement of Policy, provided, however, that the Subadviser may vote proxies in accordance with its own proxy voting policy/procedures (Subadviser Procedures) if the following two conditions are satisfied: (1) the Adviser must have approved the Subadviser Procedures based upon the Advisers determination that the Subadviser Procedures are reasonably designed to further the best economic interests of the affected Fund shareholders, and (2) the Subadviser Procedures are reviewed and approved annually by the Board of Trustees. The Subadviser will promptly notify the Adviser of any material changes to the Subadviser Procedures. The Adviser will periodically review the votes by the Subadviser for consistency with this Statement of Policy.
V. Conflicts of Interest.
A. The Fund and its Delegate(s) seek to avoid actual or perceived conflicts of interest in the voting of proxies for Portfolio Holdings between the interests of Fund shareholders, on one hand, and those of the Adviser, Subadviser, Delegate, principal underwriter, or any affiliated person of the Fund, on the other hand. The Board of Trustees may take into account a wide array of factors in determining whether such a conflict exists, whether such conflict is material in nature, and how to properly address or resolve the same.
B. While each conflict situation varies based on the particular facts presented and the requirements of governing law, the Board of Trustees or its delegate(s) may take the following actions, among others, or otherwise give weight to the following factors, in addressing material conflicts of interest in voting (or directing Delegates to vote) proxies pertaining to Portfolio Holdings: (i) rely on the recommendations of an established, independent third party with qualifications to vote proxies such as Institutional Shareholder Services; (ii) vote pursuant to the recommendation of the proposing Delegate; (iii) abstaining; or (iv) where two or more Delegates provide conflicting requests, vote shares in proportion to the assets under management of the each proposing Delegate.
C. Each Adviser shall promptly notify the President of the Fund once any actual or potential conflict of interest exists and their recommendations for protecting the best interests of Funds shareholders. No Adviser shall waive any conflict of interest or vote any conflicted proxies without the prior written approval of the Board of Trustees or the President of the Fund pursuant to section D of this Article.
D. In the event that a determination, authorization or waiver under this Statement of Policy is requested at a time other than a regularly scheduled meeting of the Board of Trustees, the President of the Fund shall be empowered with the power and responsibility to interpret and apply this Statement of Policy and provide a report of his or her determinations at the next following meeting of the Board of Trustees.
VI. Miscellaneous.
A. A copy of the current Statement of Policy with Respect to Proxy Voting and the voting records for each Fund reconciling proxies with Portfolio Holdings and recording proxy voting guideline compliance and justification, shall be kept in an easily accessible place and available for inspection either physically or through electronic posting on an approved website.
Tab 9
2
B. Each Advisor shall present a report of any material deviations from this Statement of Policy at every regularly scheduled meeting of the Board of Trustees and shall provide such other reports as the Board of Trustees may request from time to time. Each Adviser shall provide to the Fund or any shareholder a record of its effectuation of proxy voting pursuant to this Statement of Policy at such times and in such format or medium as the Fund or such shareholders shall reasonably request. Each Adviser and each affected Subadviser shall be solely responsible for complying with the disclosure and reporting requirements under applicable laws and regulations, including, without limitation, Rules 204-2 and 206(4)-6 under the Investment Advisers Act of 1940. Each Adviser shall gather, collate and present information relating to the its proxy voting activities of those of each Delegate in such format and medium as the Fund shall determine from time to time in order for the Fund to discharge its disclosure and reporting obligations pursuant to Rule 30b1-4 under the Investment Company Act of 1940, as amended.
C. Certain Funds may participate in securities lending programs administered by the custodian or a third party. Because title to loaned securities passes to the borrower, the Adviser and/or Subadviser will be unable to vote any security that is out on loan to a borrower on a proxy record date.
D. Each Adviser and/or each affected Subadviser shall pay all costs associated with proxy voting for Portfolio Holdings pursuant to this Statement of Policy and assisting the Fund in providing public notice of the manner in which such proxies were voted.
E. Each Adviser or Subadviser may delegate its responsibilities hereunder to a proxy committee established from time to time by the Adviser or Subadviser, as the case may be. In performing its duties hereunder, the Adviser or Subadviser, or any duly authorized committee, may engage the services of a research and/or voting adviser or agent, the cost of which shall be borne by such entity.
F. This Statement of Policy shall be presented to the Boards of Trustees annually for their amendment and/or approval.
(Approved August 23, 2006 by the Virtus Mutual Funds Board of Trustees)
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WESTWOOD MANAGEMENT CORPORATION
POLICIES AND PROCEDURES FOR PROXY VOTING
Policy
Westwood has engaged Broadridge for proxy voting services and Glass Lewis for proxy research for our clients. Broadridge is a leading provider to the global financial industry for full-service proxy support. Glass Lewis provides complete analysis and voting recommendations on all proposals and is designed to assist investors in mitigating risk and improving long-term value. In most cases, we agree with the recommendations of Glass Lewis, however, ballots are reviewed bi-monthly by our analysts and we may choose to vote differently than Glass Lewis if we believe it in the best interest of our clients.
Procedures
With respect to proxy record keeping, Westwood maintains complete files for all clients. These files include a listing of all proxy material sent on behalf of our clients along with individual copies of each response. Client access to these files can be arranged upon request. A summary of voting is sent to each client on an annual basis.
PART C
THE PHOENIX EDGE SERIES FUND
PART COTHER INFORMATION
| Item 28. | Exhibits |
| (a) | Amended Declaration of Trust. |
| 1. | Declaration of Trust of the Registrant establishing The Big Edge Series Fund dated February 18, 1986, filed with the Registration Statement on Form N-1A on April 18, 1986 and filed via Edgar with Post-Effective Amendment No. 18 (File No. 033-05033) on June 20, 1996. |
| 2. | Amendment to Declaration of Trust effective February 28, 1990, establishing the International Series, filed with Post-Effective Amendment No. 7 on March 2, 1992 and filed via Edgar with Post-Effective Amendment No. 20 (File No. 033-05033) on April 29, 1997. |
| 3. | Amendment to Declaration of Trust effective November 14, 1991, conforming the Funds borrowing restrictions to California Departments Borrowing Guidelines, filed with Post-Effective Amendment No. 7 on March 2, 1992 and filed via Edgar with Post-Effective Amendment No. 20 (File No. 033-05033) on April 29, 1997. |
| 4. | Amendment to Declaration of Trust effective May 1, 1992, changing the name of the Trust to The Phoenix Edge Series Fund, establishing the Balanced Series, and changing the names of Stock Series to Growth Series and Total-Vest Series to Total Return Series filed with Post-Effective Amendment No. 8 on April 28, 1992 and filed via Edgar with Post-Effective Amendment No. 20 (File No. 033-05033) on April 29, 1997. |
| 5. | Amendment to Declaration of Trust effective January 1, 1995, establishing the Real Estate Securities Series, filed with Post-Effective Amendment No. 12 on February 16, 1995 and filed via Edgar with Post-Effective Amendment No. 20 (File No. 033-05033) on April 29, 1997. |
| 6. | Amendment to Declaration of Trust effective November 15, 1995, establishing the Strategic Theme Series, filed via Edgar with Post-Effective Amendment No. 16 (File No. 033-05033) on January 29, 1996. |
| 7. | Amendment to Declaration of Trust effective February 21, 1996, changing the name of the Series currently designated Bond Series to the Multi-Sector Fixed Income Series, filed via Edgar with Post-Effective Amendment No. 17 (File No. 033-05033) on April 17, 1996. |
| 8. | Amendment to Declaration of Trust effective August 21, 1996, establishing the Aberdeen New Asia Series and changing the name of the Total Return Series to Strategic Allocation Series, filed via Edgar with Post-Effective Amendment No. 19 (File No. 033-05033) on September 3, 1996. |
| 9. | Amendment to Declaration of Trust effective May 28, 1997, establishing the Research Enhanced Index Series, filed via Edgar with Post-Effective Amendment No. 22 (File No. 033-05033) on July 15, 1997. |
| 10. | Amendment to Declaration of Trust effective February 27, 1998, establishing the Engemann Nifty Fifty Series, Seneca Mid-Cap Series, Phoenix Growth and Income Series, Phoenix Value Equity Series and Schafer Mid-Cap Value Series, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003. |
| 11. | Amendment to Declaration of Trust dated May 1, 1998 for scribners error in Amendment filed February 27, 1998, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003. |
| 12. | Amendment to Declaration of Trust effective May 1, 1999, changing the name of the Series currently designated as Balanced Series, Multi-Sector Fixed Income Series, Money Market Series, Strategic Allocation Series, Growth Series, International Series, Real Estate Securities Series, Strategic Theme Series, Aberdeen New Asia Series, Research Enhanced Index Series, Engemann Nifty Fifty Series, Schafer Mid-Cap Value Series, Seneca Mid-Cap Growth Series, Phoenix Value Equity Series, and Phoenix Growth and Income Series to Phoenix-Goodwin Balanced Series, Phoenix-Goodwin Multi-Sector Fixed Income Series, Phoenix-Goodwin Money Market Series, Phoenix-Goodwin Strategic Allocation Series, Phoenix-Goodwin Growth Series, Phoenix-Aberdeen International Series, Phoenix-Duff & Phelps Real Estate Securities Series, Phoenix-Goodwin Strategic Theme Series, Phoenix-Aberdeen New Asia Series, Phoenix Research Enhanced Index Series, Phoenix-Engemann Nifty Fifty Series, Phoenix-Schafer Mid-Cap Value Series, Phoenix-Seneca Mid-Cap Growth Series, Phoenix-Hollister Value Equity Series, and Phoenix-Oakhurst Growth and Income Series, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003. |
| 13. | Amendment to Declaration of Trust effective December 1, 1999, establishing the Phoenix-Bankers Trust Dow 30 Series, Phoenix-Federated U.S. Government Bond Series, Phoenix-Janus Equity Income Series, Phoenix-Janus Flexible Income Series, Phoenix-Janus Growth Series and Phoenix-Morgan Stanley Focus Equity Series, filed via Edgar with Post-Effective Amendment No. 35 (File No. 033-05033) on November 15, 2000. |
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| 14. | Amendment to Declaration of Trust effective December 1, 1999, changing names of Phoenix-Goodwin Growth Series to Phoenix-Engemann Capital Growth Series, Phoenix-Goodwin Strategic Theme Series to Phoenix-Seneca Strategic Theme Series, Phoenix-Goodwin Balanced Series to Phoenix-Oakhurst Balanced Series, and Phoenix-Goodwin Strategic Allocation Series to Phoenix-Oakhurst Strategic Allocation Series, filed via Edgar with Post-Effective Amendment No. 35 (File No. 033-05033) on November 15, 2000. |
| 15. | Amendment to Declaration of Trust effective April 21, 2000, changing name of Phoenix-Research Enhanced Index Series to Phoenix-J.P. Morgan Research Enhanced Index Series, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003. |
|
16. |
Amendment to Declaration of Trust effective July 26, 2000, establishing the Phoenix-Bankers Trust NASDAQ-100 Index ® Series and Phoenix-Engemann Small & Mid-Cap Growth Series, filed via Edgar with Post-Effective Amendment No. 35 (File No. 033-05033) on November 15, 2000. |
| 17. | Amendment to Declaration of Trust effective September 29, 2000, establishing the Phoenix-Sanford Bernstein Global Value Series and Phoenix-Sanford Bernstein Small-Cap Value Series and changing the name of Phoenix-Schafer Mid-Cap Value Series to Phoenix-Sanford Bernstein Mid-Cap Value Series, filed via Edgar with Post-Effective Amendment No. 35 (File No. 033-05033) on November 15, 2000. |
|
18. |
Amendment to Declaration of Trust effective May 1, 2001, changing the name of Phoenix-Bankers Trust Dow 30 Series to Phoenix-Deutsche Dow 30 Series, and Phoenix-Bankers Trust NASDAQ-100 Index ® Series to Phoenix-Deutsche NASDAQ-100 Index ® Series, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003. |
| 19. | Amendment to Declaration of Trust effective August 31, 2001 establishing the Phoenix-AIM Mid-Cap Equity Series, Phoenix-Alliance/Bernstein Growth + Value Series, Phoenix-MFS Investors Growth Stock Series, Phoenix-MFS Investors Trust Series and Phoenix-MFS Value Series, and changing the name of Phoenix-Janus Equity Income Series to Phoenix-Janus Core Equity Series, filed via Edgar with Post-Effective Amendment No. 46 (File No. 33-05033) on April 30, 2003. |
| 20. | Amendment to Declaration of Trust effective as of October 29, 2001 amending the fundamental investment restrictions of each Series, filed via Edgar with Post-Effective Amendment No. 41 (File No. 033-05033) on March 1, 2002. |
| 21. | Amendment to Declaration of Trust effective as of March 18, 2002, merging of Phoenix-Oakhurst Balanced Series into Phoenix-Oakhurst Strategic Allocation Series, Phoenix-Engemann Nifty Fifty Series into Phoenix-Engemann Growth Series, and Phoenix-Janus Core Equity Series Income Series into Phoenix-Janus Growth Series, filed via Edgar with Post-Effective Amendment No. 42 (File No. 033-05033) on April 29, 2002. |
| 22. | Amendment to Declaration of Trust effective May 10, 2002, changing the name of Phoenix-Morgan Stanley Focus Equity Series to Phoenix-Van Kampen Focus Equity Series, filed via Edgar with Post-Effective Amendment No. 43 (File No. 033-05033) on May 24, 2002. |
| 23. | Amendment to Declaration of Trust effective August 9, 2002, establishing Phoenix-Kayne Large-Cap Core Series, Phoenix-Kayne Small-Cap Quality Value Series, Phoenix-Lord Abbett Large-Cap Value Series, Phoenix-Lord Abbett Mid-Cap Value Series, Phoenix-Lord Abbett Bond-Debenture Series, Phoenix-Lazard International Equity Select Series, Phoenix-Lazard Small-Cap Value Series, Phoenix-Lazard U.S. Multi-Cap Series and Phoenix-State Street Research Small-Cap Growth Series and amending Section 4.2 of Article IV list of Series as described in Trust's registration statement, filed via Edgar with Post-Effective Amendment No. 46 (File No. 033-05033) on April 30, 2003. |
| 24. | Amendment to Declaration of Trust effective as of October 25, 2002 deleting reference to Phoenix-Federated U.S. Government Bond Series, filed via Edgar with Post-Effective Amendment No. 45 (File No. 033-05033) on February 24, 2003. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Investment Advisory Contracts. |
| 1. | Investment Advisory Agreements. |
| (1) | Amended and Restated Investment Advisory Agreement by and between Registrant and Phoenix Variable Advisors, Inc. dated May 1, 2009 on behalf of Phoenix-Van Kampen Comstock Series and Phoenix-Van Kampen Equity 500 Index Series, filed herewith. |
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| (2) | Investment Advisory Agreement between Registrant and Phoenix Variable Advisors, Inc., dated May 1, 2006, on behalf of Phoenix-S&P Dynamic Asset Allocation Series: Moderate, Phoenix-S&P Dynamic Asset Allocation Series: Moderate Growth, Phoenix-S&P Dynamic Asset Allocation Series: Growth, and Phoenix-S&P Dynamic Asset Allocation Series: Aggressive Growth, filed via Edgar with Post-Effective Amendment No. 53 (File No. 033-05033) on April 28, 2006. |
| a. | First Amendment to Investment Advisory Agreement between Registrant and Phoenix Variable Advisors, Inc. dated March 3, 2008, on behalf of Phoenix Dynamic Asset Allocation Series: Aggressive Growth, Phoenix Dynamic Asset Allocation Series: Growth, Phoenix Dynamic Asset Allocation Series: Moderate, and Phoenix Dynamic Asset Allocation Series: Moderate Growth, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| (3) | Investment Advisory Agreement between Registrant and Phoenix Variable Advisors, Inc., dated August 1, 2007, on behalf of Phoenix-Aberdeen International Series, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| (4) | Investment Advisory Agreement between Registrant and Phoenix Variable Advisors, Inc., dated September 15, 2008, on behalf of Phoenix Capital Growth Series, filed herein. |
| (5) | Investment Advisory Agreement between Registrant and Phoenix Variable Advisors, Inc., dated August 1, 2007, on behalf of Phoenix-Duff & Phelps Real Estate Securities Series, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| (6) | Investment Advisory Agreement between Registrant and Phoenix Variable Advisors, Inc., dated August 1, 2007, on behalf of Phoenix Growth and Income Series, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| (7) | Investment Advisory Agreement between Registrant and Phoenix Variable Advisors, Inc., dated August 1, 2007, on behalf of Phoenix Mid-Cap Growth Series, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| (8) | Investment Advisory Agreement between Registrant and Phoenix Variable Advisors, Inc., dated August 1, 2007, on behalf of Phoenix Money Market Series, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| (9) | Investment Advisory Agreement between Registrant and Phoenix Variable Advisors, Inc., dated August 1, 2007, on behalf of Phoenix Multi-Sector Fixed Income Series, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| (10) | Investment Advisory Agreement between Registrant and Phoenix Variable Advisors, Inc., dated August 1, 2007, on behalf of Phoenix Multi-Sector Short Term Bond Series, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| (11) | Investment Advisory Agreement between Registrant and Phoenix Variable Advisors, Inc., dated August 1, 2007, on behalf of Phoenix Strategic Allocation Series, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| (12) | Investment Advisory Agreement between Registrant and Phoenix Variable Advisors, Inc. dated September 15, 2008 on behalf of Phoenix Small-Cap Growth Series, filed herewith. |
| (13) | Investment Advisory Agreement between Registrant and Phoenix Variable Advisors, Inc. dated May 1, 2009 on behalf of Phoenix Mid-Cap Value Series and Phoenix Small-Cap Value Series, filed herewith. |
| 2. | Subadvisory Agreements. |
| (1) | Subadvisory Agreement between Neuberger Berman Management LLC and Phoenix Variable Advisors, Inc. dated May 1, 2009, on behalf of Phoenix Mid-Cap Growth Series, filed herein. |
| (2) | Subadvisory Agreement between Aberdeen Asset Management Inc. and Phoenix Variable Advisors, Inc. dated August 1, 2007, on behalf of Phoenix-Aberdeen International Series, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| (3) | Subadvisory Agreement between Westwood Management Corp. and Phoenix Variable Advisors, Inc. dated May 1, 2009, on behalf of Phoenix Small-Cap Value Series, filed herein. |
| (4) | Subadvisory Agreement between Westwood Management Corp. and Phoenix Variable Advisors, Inc. dated May 1, 2009, on behalf of Phoenix Mid-Cap Value Series, filed herein. |
| (5) | Subadvisory Agreement between Neuberger Berman Management LLC and Phoenix Variable Advisors, Inc. dated May 1, 2009, on behalf of Phoenix Small-Cap Growth Series, filed herein. |
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| (6) | Limited Services Subadvisory Agreement between Phoenix Variable Advisors, Inc. and Ibbotson Associates, Inc. dated March 3, 2008, on behalf of Phoenix Dynamic Asset Allocation Series: Aggressive Growth, Phoenix Dynamic Asset Allocation Series: Growth, Phoenix Dynamic Asset Allocation Series: Moderate, and Phoenix Dynamic Asset Allocation Series: Moderate Growth, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| (7) | Subadvisory Agreement between Phoenix Variable Advisors, Inc. and Morgan Stanley Investment Management Inc., dba Van Kampen, dated May 1, 2006, on behalf of Phoenix-Van Kampen Comstock Series, filed via Edgar with Post-Effective Amendment No. 55 (File No. 33-05033) on April 30, 2007. |
| (8) | Subadvisory Agreement between Phoenix Variable Advisors, Inc. and Morgan Stanley Investment Management Inc., dba Van Kampen, dated September 1, 2006, on behalf of the Phoenix-Van Kampen 500 Equity Index Series, filed via Edgar with Post-Effective Amendment No. 55 (File No. 033-05033) on April 30, 2007. |
| a. | Amendment to Subadvisory Agreement between Phoenix Variable Advisors, Inc. and Morgan Stanley Investment Management Inc. d/b/a Van Kampen, dated October 1, 2007, to substitute Schedule C (subadvisory fee), filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| b. | Second Amendment to Subadvisory Agreement between Phoenix Variable Advisors, Inc. and Morgan Stanley Investment management Inc., d/b/a Van Kampen, dated December 1, 2008, to substitute Schedule C (subadvisory fee), filed herein. |
| (9) | Subadvisory Agreement between Phoenix Variable Advisors, Inc. and Neuberger Berman Management LLC, dated May 1, 2009, on behalf of the Phoenix Capital Growth Series, filed herein. |
| (10) | Subadvisory Agreement between Duff & Phelps Investment Management Company and Phoenix Variable Advisors, Inc. dated August 1, 2007, covering the Phoenix-Duff & Phelps Real Estate Securities Series, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| (11) | Subadvisory Agreement between Phoenix Variable Advisors, Inc. and Goodwin Capital Advisers, Inc. dated August 1, 2007, covering Phoenix Money Market Series, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| (12) | Subadvisory Agreement between Phoenix Variable Advisors, Inc. and Goodwin Capital Advisers, Inc. dated August 1, 2007, covering Phoenix Multi-Sector Fixed Income Series, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| (13) | Subadvisory Agreement between Phoenix Variable Advisors, Inc. and Goodwin Capital Advisers, Inc. dated August 1, 2007, covering Phoenix Multi-Sector Short Term Bond Series, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| (14) | Subadvisory Agreement between Phoenix Variable Advisors, Inc. and Goodwin Capital Advisers, Inc. dated August 1, 2007, covering Phoenix Strategic Allocation Series, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| (15) | Subadvisory Agreement between Phoenix Variable Advisors, Inc. and Phoenix Investment Counsel, Inc. dated August 1, 2007, covering Phoenix Growth and Income Series, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| (16) | Subadvisory Agreement between Phoenix Variable Advisors, Inc. and Phoenix Investment Counsel, Inc. dated August 1, 2007, covering Phoenix Strategic Allocation Series, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| (e) | FORM OF Underwriting Agreement between the Registrant and Phoenix Equity Planning Corporation dated March 31, 2009, filed herein. |
| (f) | The Phoenix Edge Series Fund Deferred Compensation Program, effective January 1, 2009, filed herein. |
| (g) | Custodian Agreement. |
| 1. | State Street Bank and Trust Company |
| (1) | Master Custodian Contract between Registrant and State Street Bank and Trust Company dated December 31, 2008, filed herein. |
| (2) | Remote Access Services Addendum to Master Custodian Contract between Registrant and State Street Bank and Trust Company dated December 31, 2008, filed herein |
| (3) | Funds Transfer Addendum to Master Custodian Contract between Registrant and State Street Bank and Trust Company, filed herein. |
C-4
| (h) | Other Material Contracts. |
| 1. | Transfer Agency Services Agreement between Registrant and PNC Global Investment Servicing (U.S.) Inc. dated November 1, 2008, filed herein. |
| 2. | Service Agreement dated January 1, 2003 by and among The Phoenix Edge Series Fund, Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company, filed via Edgar with Form N-14 (File No. 333-111961) on January 16, 2004, and filed via Edgar with Post-Effective Amendment No. 49 (File No. 033-05033) on April 27, 2005. |
| (1) | First Amendment dated November 11, 2003 to Service Agreement dated January 1, 2003 by and among The Phoenix Edge Series Fund, Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company, dated November 11, 2003, filed via Edgar with Post-Effective Amendment No. 47 (File No. 033-05033) on April 30, 2004. |
| (2) | Second Amendment dated February 27, 2004 to Service Agreement dated January 1, 2003, as amended, by and among The Phoenix Edge Series Fund, Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company, filed via Edgar with Post-Effective Amendment No. 47 (File No. 033-05033) on April 30, 2004. |
| (3) | Third Amendment dated November 15, 2004 to Service Agreement dated January 1, 2003, as amended, by and among The Phoenix Edge Series Fund, Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company, filed via Edgar with Post-Effective Amendment No. 49 (File No. 33-05033) on April 27, 2005. |
| (4) | Fourth Amendment dated November 13, 2005 to Service Agreement dated January 1, 2003, as amended, by and among The Phoenix Edge Series Fund, Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company, filed via Edgar with Post-Effective Amendment No. 52 (File No. 033-05033) on February 3, 2006. |
| (5) | Fifth Amendment dated November 13, 2007 to Service Agreement dated January 1, 2003, as amended, by and among The Phoenix Edge Series Fund, Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company, filed via Edgar with Post Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| 3. | FORM OF Securities Lending Authorization Agreement between The Phoenix Edge Series Fund and State Street Bank and Trust, filed herein. |
| 4. | SPDR Trust, Series 1 Purchasing Fund Agreement, dated May 1, 2006 between State Street Bank and Trust Company, in its capacity as Trustee and on behalf of the SPDR Trust, Series 1 and Phoenix Variable Advisors, Inc. as investment adviser to the Phoenix S&P Dynamic Asset Allocation Series, a part of The Phoenix Edge Series Fund, filed via Edgar with Post-Effective Amendment No. 55 (File No. 033-05033) on April 30, 2007. |
| 5. | Amended and Restated Participation Agreement dated January 1, 2007, among The Phoenix Edge Series Fund, Phoenix Life Insurance Company, PHL Variable Insurance Company, and Phoenix Life and Annuity Company, filed via Edgar with Post-Effective Amendment No. 55 (File No. 033-05033) on April 30, 2007. |
| a. | Amendment No. 1 to Amended and Restated Participation Agreement dated March 1, 2008 among The Phoenix Edge Series Fund, Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company, filed via Edgar with Post Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| 6. | Administration Agreement between The Phoenix Edge Series Fund and Phoenix Equity Planning Corporation, to be renamed VP Distributors, Inc., dated December 31, 2008, filed herein |
| 7. | 2009 Amended and Restated Expense Limitation Agreement between The Phoenix Edge Series Fund and Phoenix Variable Advisors, Inc., dated April 30, 2009, filed herein. |
| (i) | Legal Opinion. |
| 1. | Opinion and Consent of Counsel covering shares of The Phoenix Edge Series Fund, filed herein. |
| (j) | Other Opinions. |
| 1. | Consent of PricewaterhouseCoopers LLP, filed herein. |
| (k) | Not applicable. |
| (l) | Not applicable. |
| (m) | Rule 12b-1 Plan, filed via Edgar with Post-Effective Amendment No. 53 (File No. 033-05033) on February 3, 2006. |
| (n) | Not applicable. |
| (o) | Reserved. |
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| (p) | Code of Ethics. |
| 1. | The Phoenix Edge Series Fund pursuant to Rule 17j-1 of the 1940 Act Amended and Restated November 2008, filed herein. |
| 2. | Aberdeen Asset Management, Inc., effective as of January 1, 2008, filed via Edgar with Post Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| 3. | Duff & Phelps Investment Management Co., Amended and Restated August 31, 2006, filed via Edgar with Post-Effective Amendment No. 55 (File No. 033-05033) on April 30, 2007. |
| 4. | Goodwin Capital Advisers, Inc., effective January 22, 2007, filed herein. |
| 6. | Morningstar Family of Registered Investment Advisers, effective 2007, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| 7. | Neuberger Berman Management LLC, filed via Edgar with Post-Effective Amendment No. 56 (File No. 033-05033) on May 1, 2008. |
| 8. | Morgan Stanley Investment Management, dba Van Kampen, effective May 12, 2008, filed herein. |
| 9. | Phoenix Investment Counsel, Inc. Amended and Restated February 2006, filed via Edgar with Post-Effective Amendment No. 53 on April 28, 2006. |
| 10. | Phoenix Variable Advisors, Inc. Amended and Restated February 2006, filed via Edgar with Post-Effective Amendment No. 53 on April 28, 2006. |
| 11. | Westwood Management Corp., revised November 2008, filed herein. |
| (q) | Powers of Attorney for all Trustees, filed herein. |
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| Item 29. | Persons Controlled By or Under Common Control with Registrant |
The following diagram illustrates the Registrants place in the organizational structure:
The Phoenix
Phoenix Life Separate Account B* (100%) New York
Phoenix Life Separate Account C* (100%) New York
Phoenix Life Separate Account D* (100%) New York
Phoenix Life Variable Accumulation Account* (100%) New York
Phoenix Life Variable Universal life Account* (100%) New York
PM Holdings, Inc. (100%) Connecticut
PHL Variable Insurance Company (100%) Connecticut
PHL Variable Accumulation Account* (100%) Connecticut
PHL Variable Accumulation Account II* (100%) Connecticut
PHL Variable Accumulation Account III* (100%) Connecticut
PHLVIC Variable Universal Life Account* (100%) Connecticut
Phoenix Life and Annuity Company (100%) Connecticut
Phoenix Life and Annuity Variable Universal Life Account* (100%) Connecticut
The Phoenix Edge Series Fund (0%) Massachusetts business trust
The only companies that file consolidated financial statements with the Securities and Exchange Commission (SEC) are The Phoenix Companies, Inc. and Phoenix Life Insurance Company. In addition, PHL Variable Insurance Company and Phoenix Life and Annuity Company file individual financial statements with the SEC. For the remainder, except the separate accounts (*), all other entities are included in the consolidated financial statement for The Phoenix Companies, Inc., but not file individual financial statements with the SEC.
| Item 30. | Indemnification |
The Amended Declaration of Trust dated February 18, 1986, provides that the Fund shall indemnify each of its Trustees and officers against liabilities arising by reason of being or having been a Trustee or officer, except for matters as to which such Trustee or officer shall have been finally adjudicated not to have acted in good faith and except for liabilities arising by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of duties.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
| Item 31. | Business and Other Connections of the Investment Advisors and Subadvisors |
See in the Prospectus and the Statement of Additional Information for information regarding the business of the advisors and subadvisors.
For information as to the business, profession, vocation or employment of a substantial nature of the directors and officers of the advisors and subadvisors in the last two years, reference is made to the current Form ADV filed under the Investment Advisers Act of 1940, and incorporated herein by reference: Aberdeen Asset Management Inc., SEC File No. 801-49966; Duff & Phelps Investment Management Co., SEC File No. 801-14813; Goodwin Capital Advisers, Inc., SEC File No. 801-8177; Ibbotson Associates, Inc., SEC File No. 801-57505; Morgan Stanley Investment Management Inc., dba Van Kampen, SEC File No. 801-15757; Neuberger Berman Management LLC, SEC File No. 801-8259; Virtus Investment Advisers, Inc., SEC File No. 801-5995; Westwood Management Corp., SEC File No. 801-18727, and Phoenix Variable Advisors, Inc., SEC File No. 801-56484.
| Item 32. | Principal Underwriters |
| 1. | Phoenix Equity Planning Corporation (PEPCO) |
| (a) | PEPCO serves as the principal underwriter for the following registrants: |
The Phoenix Edge Series Fund, Phoenix Life Variable Accumulation Account, Phoenix Life Variable Universal Life Account, Phoenix Life Separate Account B, Phoenix Life Separate Account C, Phoenix Life Separate Account D, Phoenix Life and Annuity Variable Universal Life Account, PHL Variable Accumulation Account, PHL Variable Accumulation Account II, PHL Variable Accumulation Account III, PHLVIC Variable Universal Life Account and PHL Variable Separate Account MVA1.
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| (b) | Directors and Executive Officers of PEPCO are as follows: |
| (c) | No commissions or other compensation was received by any principal underwriter who is not an affiliated person of the Registrant or an affiliated person of such affiliated person, directly or indirectly, from the Registrant during the Registrants last fiscal year. |
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| Item 33. | Location of Accounts and Records |
All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are maintained at the following offices:
| Secretary of the Fund: | Financial Agent and Transfer Agent: | |
|
Kathleen A. McGah, Esq. One American Row Hartford, CT 06103-2899 |
Phoenix Equity Planning Corporation One American Row P. O. Box 5056 Hartford, CT 06102-5056 |
|
|
PNC Global Investment Servicing 103 Bellevue Parkway Wilmington, DE 19809 |
||
| Investment Advisor: | Custodian: | |
|
Phoenix Variable Advisors, Inc. One American Row P. O. Box 5056 Hartford, CT 06102-5056 |
State Street Bank and Trust Company 1776 Heritage Drive North Quincy, MA 02171 |
|
| Investment Subadvisors: | ||
|
Aberdeen Asset Management, Inc. 1735 Market Street, 37th Floor Philadelphia, PA 19103 |
Morgan Stanley Investment Management Inc., dba Van Kampen 522 Fifth Avenue New York, NY 10036 |
|
|
Duff & Phelps Investment Management Company 200 S. Wacker Drive, Suite 500 Chicago, IL 60606 |
Neuberger Berman Management LLC 605 Third Avenue, 21st Floor New York, NY 10158 |
|
|
Goodwin Capital Advisers, Inc. One American Row P. O. Box 5056 Hartford, CT 06102-5056 |
Virtus Investment Advisers, Inc. (fka Phoenix Investment Counsel, Inc.) 100 Pearl Street, 9th Floor Hartford, CT 06103 |
|
|
Ibbotson Associates, Inc. 22 W. Washington Street Chicago, IL 60606-7676 |
Westwood Management Corp. 200 Crescent Court, Suite 1200 Dallas, TX 75201 |
|
| Item 34. | Management Services |
All management-related service contracts are discussed in Part A or B of this Registration Statement.
| Item 35. | Undertakings |
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Hartford and the State of Connecticut on the 30th day of April, 2009.
| THE PHOENIX EDGE SERIES FUND | ||
| By: | ||
|
Philip K. Polkinghorn* President |
||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the 30th day of April, 2009.
|
Signature |
Title |
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|
/s/ W. Patrick Bradley |
Vice President, Chief Financial Officer, Treasurer and | |||
| W. Patrick Bradley | Principal Accounting Officer | |||
|
|
Trustee | |||
| Frank M. Ellmer* | ||||
|
|
Trustee | |||
| Roger A. Gelfenbien* | ||||
|
|
Trustee | |||
| Eunice S. Groark* | ||||
|
|
Trustee | |||
| Frank E. Grzelecki* | ||||
|
|
Trustee | |||
| John R. Mallin* | ||||
|
|
Trustee | |||
| Hassell H. McClellan* | ||||
|
|
Trustee and Chairman | |||
| Philip R. McLoughlin* | ||||
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| Philip K. Polkinghorn* | Trustee and President | |||
| By: |
/s/ Kathleen A. McGah |
* Kathleen A. McGah, pursuant to Powers of Attorney.
S-1
Exhibit 28(d)1(1)
Amended and Restated Investment Advisory Agreement by and between The Phoenix Edge Series
Fund and Phoenix Variable Advisors, Inc. on behalf of Phoenix-Van Kampen Comstock Series and
Phoenix-Van Kampen Equity 500 Index Series
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, effective as of the 1st day of May, 2009 (the Contract Date) by and between The Phoenix Edge Series Fund, a Massachusetts business trust (the Trust) and Phoenix Variable Advisors, Inc., a Delaware corporation (the Advisor). This Agreement amends and restates that certain Investment Advisory Agreement between Trust and Advisor effective as of December 1, 2008.
The parties do hereby agree to amend the Agreement to reflect the termination of Phoenix-Sanford Bernstein Mid-Cap Value Series and Phoenix-Sanford Bernstein Small-Cap Value Series as well as to restate the current Series part of this Agreement as set forth in Schedule A.
WITNESSETH THAT:
1. The Trust hereby appoints the Advisor to act as investment advisor to the Trust on behalf of the series of the Trust established and designated by the Board of Trustees of the Trust (the Trustees) on or before the date hereof, as listed on attached Schedule A (collectively, the Existing Series), for the period and on the terms set forth herein. The Advisor 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 Advisor to render investment advisory services hereunder with respect to one or more additional series (the Additional Series), by agreement in writing, the Trust and the Advisor may agree to amend Schedule A to include such Additional Series, whereupon such Additional Series shall become subject to the terms and conditions of this Agreement.
3. The Advisor 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. The Advisor may delegate its investment responsibilities under paragraph 3 above with respect to the Series or segments thereof to one or more persons or companies (Subadvisor(s)) pursuant to an agreement between the Advisor, the Trust and any such Subadvisor (Subadvisory Agreement). Each Subadvisory Agreement may provide that the applicable Subadvisor, subject to the control and supervision of the Board of Trustees and the Advisor, shall have full investment discretion for the Series, shall make all determinations with respect to the investment and reinvestment of the assets of each Series assigned it. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Investment Company Act of 1940 (the Act), except to the extent permitted by any exemptive order of the Securities and Exchange Commission (SEC) or similar relief. The Advisor shall not be responsible or liable for the investment merits of any decision by a Subadvisor to purchase, hold or sell a security for any Series portfolio.
5. With respect to managing the investment and reinvestment of the Series assets, the Advisor shall provide, at its own expense:
| (a) | Investment research, advice and supervision; |
| (b) | An investment program for each Series consistent with its investment objectives, policies and procedures; |
| (c) | Implementation of the investment program for each Series including the purchase and sale of securities; |
| (d) | Implementation of an investment program designed to manage cash, cash equivalents and short-term investments for a Series with respect to assets designated from time to time to be managed by a subadvisor to such Series; |
| (e) | Advice and assistance on the general operations of the Trust; and |
| (f) | Regular reports to the Trustees on the implementation of each Series investment program. |
6. The Advisor shall, for all purposes herein, be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust or the Series in any way or otherwise be deemed an agent of the Trust or of the Series. However, one or more shareholders, officers, directors or employees of the Advisor may serve as trustees and/or officers of the Trust, but without compensation or reimbursement of expenses for such services from the Trust. Nothing herein contained shall be deemed to require the Trust to take any action contrary to its Declaration of Trust, as amended (the Declaration of Trust), as amended, restated or supplemented, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the affairs of the Series.
7. The Advisor shall furnish at its own expense, or pay the expenses of the Trust, for the following:
| (a) | Office facilities, including office space, furniture and equipment; |
| (b) | Personnel necessary to perform the functions required to manage the investment and reinvestment of each Series assets (including those required for research, statistical and investment work); |
| (c) |
Except as otherwise approved by the Board, personnel to serve without salaries from the Trust as officers or agents of the Trust. The Advisor need not provide personnel to perform, or pay the expenses of the Trust for, services customarily performed for an open-end management |
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investment company by its national distributor, custodian, financial agent, transfer agent, registrar, dividend disbursing agent, auditors and legal counsel; |
| (d) | Compensation and expenses, if any, of the Trustees who are also full-time employees of the Advisor or any of its affiliates; and |
| (e) | Any subadvisor recommended by the Advisor and appointed to act on behalf of the Trust. |
8. All costs and expenses not specifically enumerated herein as payable by the Advisor 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 Advisor) 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 affiliated persons of the Advisor (as that term is defined in the Act) or any of its affiliates, expenses of Trustees and shareholders meetings including the cost of printing and mailing proxies, expenses of Advisor personnel attending Trustee meetings as required, expenses of insurance premiums for fidelity and other coverage of the Trust and its personnel, 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 SEC 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.
9. The Advisor shall adhere and shall use reasonable efforts to cause the Trust to adhere to all applicable policies and procedures as adopted from time to time by the Trustees, including but not limited to the following:
| (a) | Code of Ethics. The Advisor shall adopt a Code of Ethics designed to prevent access persons (as defined therein in accordance with Rule 17j-1 under the Investment Company Act of 1940 (the Investment Company Act)) from engaging in fraudulent acts or transactions that are, or have the potential of being viewed as, a conflict of interest, and shall monitor for compliance with its Code of Ethics and report any violations to the Trusts Compliance Officer. |
| (b) |
Policy with Respect to Brokerage Allocation. The Advisor shall have full trading discretion in selecting brokers for Series transactions on a day to day basis so long as each selection is in conformance with the Trusts Policy with Respect to Brokerage Allocation. Such discretion shall |
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include use of soft dollars for certain broker and research services, also in conformance with the Trusts Policy with Respect to Brokerage Allocation. The Advisor may delegate the responsibilities under this section to a Subadvisor of a Series. |
| (c) | Procedures for the Determination of Liquidity of Assets. It shall be the responsibility of the Advisor to monitor the Series assets that are not liquid, making such determinations as to liquidity of a particular asset as may be necessary, in accordance with the Trusts Procedures for the Determination of Liquidity of Assets. The Advisor may delegate the responsibilities under this section to a Subadvisor of a Series. |
| (d) | Policy with Respect to Proxy Voting. In the absence of specific direction to the contrary and in a manner consistent with the Trusts Policy with Respect to Proxy Voting, the Advisor shall be responsible for voting proxies with respect to portfolio holdings of the Trust. The Advisor shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets under management by the Advisor in accordance with such policies and procedures adopted or approved by each Series. Unless the Fund gives the Advisor written instructions to the contrary, the Advisor will, in compliance with the proxy voting procedures of the Series then in effect or approved by the Series, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which the assets of the Series may be invested. The Advisor shall cause the Custodian to forward promptly to the Advisor (or designee) all proxies upon receipt so as to afford the Advisor a reasonable amount of time in which to determine how to vote such proxies. The Advisor agrees to provide the Trust with quarterly proxy voting reports in such form as the Trust may request from time to time. The Advisor may delegate the responsibilities under this section to a Subadvisor of a Series. |
| (e) | Procedures for the Valuation of Securities. It shall be the responsibility of the Advisor to fully comply with the Trusts Procedures for the Valuation of Securities. The Advisor may delegate the responsibilities under this section to a Subadvisor of a Series. |
10. The Advisor hereby warrants and represents that it will provide the requisite certifications requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Forms N-CSR and N-Q as required under the Sarbanes-Oxley Act of 2002.
11. For providing the services and assuming the expenses outlined herein, the Trust agrees that the Advisor shall be compensated as follows:
| (a) |
The Trust shall pay a monthly fee calculated at an annual rate as specified in Schedule A. The amounts payable to the Advisor with respect to the respective Series shall be based upon the average of the values of the net |
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assets of such Series excluding the net assets representing capital contributed by Phoenix Life Insurance Company (seed money), as of the close of business each day, computed in accordance with the Trusts Declaration of Trust. |
| (b) | Compensation shall accrue immediately upon the effective date of this Agreement. |
| (c) | If there is termination of this Agreement with respect to any Series during a month, the Series fee for that month shall be proportionately computed upon the average of the daily net asset values of such Series for such partial period in such month. |
| (d) | The Advisor, at its discretion, agrees to reimburse the Trust for the amount, if any, by which the total operating and management expenses for any Series (including the Advisors 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 Advisor 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. |
12. The services of the Advisor to the Trust are not to be deemed exclusive, the Advisor being free to render services to others and to engage in other activities. Without relieving the Advisor of its duties hereunder and subject to the prior approval of the Trustees and subject farther to compliance with applicable provisions of the Investment Company Act, as amended, the Advisor 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 Advisor and any such agent.
13. The Advisor 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 Advisor in the performance of its duties hereunder.
14. It is understood that:
| (a) | Trustees, officers, employees, agents and shareholders of the Trust are or may be interested persons of the Advisor as directors, officers, stockholders or otherwise; |
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| (b) | Directors, officers, employees, agents and stockholders of the Advisor 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. |
15. This Agreement shall become effective with respect to the Existing Series as of the date stated above, and with respect to any Additional Series, on the date specified in any amendment to this Agreement reflecting the addition of each Additional Series in accordance with paragraph 2 (the Amendment Date). Unless terminated as herein provided, this Agreement shall remain in full force and effect until December 31, 2009 with respect to each Existing Series and until November 30 of the first full calendar year following the Amendment Date with respect to each Additional Series, and shall continue in full force and effect for periods of one year thereafter with respect to each Series so long as (a) such continuance with respect to any such Series is approved at least annually by either the Trustees or by a vote of the majority of the outstanding voting securities of such Series and (b) the terms and any renewal of this Agreement with respect to any such Series have been approved by a vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval; 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.
16. The Advisor shall furnish any state insurance commissioner with such information or reports in connection with the services provided under this Agreement as the Commissioner may request in order to ascertain whether variable life insurance or variable annuity operations are being conducted in accordance with applicable law or regulations. The Trust shall own and shall be open to inspection, audit and photocopying during regular business hours by the Trustees, officers, counsel and auditors of the Trust.
17. The Trust may terminate this Agreement with respect to the Trust or to any Series upon 60 days written notice to the Advisor 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 Advisor 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.
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18. 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.
19. 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.
20. This Agreement shall be construed and the rights and obligations of the parties hereunder enforced in accordance with the laws of the State of Connecticut.
21. Subject to the duty of the Advisor and the Trust to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Series and any Additional Series that may be named, and the actions of the Advisor and the Trust in respect thereof.
22. The Advisor will not advise or act on behalf of the Series in regards to class action filings, with respect to any securities held in the Series portfolio.
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.
| THE PHOENIX EDGE SERIES FUND | ||
| By: |
/s/ Kathleen A. McGah |
|
| Name: | Kathleen A. McGah | |
| Title: | Vice President and Secretary | |
| PHOENIX VARIABLE ADVISORS, INC. | ||
| By: |
/s/ John H. Beers |
|
| Name: | John H. Beers | |
| Title: | Vice President and Secretary | |
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SCHEDULE A
|
Series |
Annual Investment Advisory Fee |
|
| Phoenix-Van Kampen Comstock Series |
0.70% on the first $250 million of Series assets 0.65% on the next $250 million of Series assets 0.60% on the Series assets in excess of $500 million |
|
| Phoenix-Van Kampen Equity 500 Index Series | 0.30% |
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Exhibit 28(d)1(4)
Investment Advisory Agreement by and between The Phoenix Edge Series Fund and Phoenix Variable
Advisors, Inc. on behalf of Phoenix Capital Growth Series
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, effective as of the 15th day of September, 2008 (the Contract Date) by and between The Phoenix Edge Series Fund, a Massachusetts business trust (the Trust) and Phoenix Variable Advisors, Inc., a Delaware corporation (the Advisor).
WITNESSETH THAT:
1. The Trust hereby appoints the Advisor to act as investment advisor to the Trust on behalf of the series of the Trust established and designated by the Board of Trustees of the Trust (the Trustees) on or before the date hereof, as listed on attached Schedule A (collectively, the Existing Series), for the period and on the terms set forth herein. The Advisor 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 Advisor to render investment advisory services hereunder with respect to one or more additional series (the Additional Series), by agreement in writing, the Trust and the Advisor may agree to amend Schedule A to include such Additional Series, whereupon such Additional Series shall become subject to the terms and conditions of this Agreement.
3. The Advisor 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. The Advisor may delegate its investment responsibilities under paragraph 3 above with respect to the Series or segments thereof to one or more persons or companies (Subadvisor(s)) pursuant to an agreement between the Advisor, the Trust and any such Subadvisor (Subadvisory Agreement). Each Subadvisory Agreement may provide that the applicable Subadvisor, subject to the control and supervision of the Board of Trustees and the Advisor, shall have full investment discretion for the Series, shall make all determinations with respect to the investment and reinvestment of the assets of each Series assigned it. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Investment Company Act of 1940 (the Act), except to the extent permitted by any exemptive order of the Securities and Exchange Commission (SEC) or similar relief. The Advisor shall not be responsible or liable for the investment merits of any decision by a Subadvisor to purchase, hold or sell a security for any Series portfolio.
5. With respect to managing the investment and reinvestment of the Series assets, the Advisor shall provide, at its own expense:
| (a) | Investment research, advice and supervision; |
| (b) | An investment program for each Series consistent with its investment objectives, policies and procedures; |
| (c) | Implementation of the investment program for each Series including the purchase and sale of securities; |
| (d) | Implementation of an investment program designed to manage cash, cash equivalents and short-term investments for a Series with respect to assets designated from time to time to be managed by a subadvisor to such Series; |
| (e) | Advice and assistance on the general operations of the Trust; and |
| (f) | Regular reports to the Trustees on the implementation of each Series investment program. |
6. The Advisor shall, for all purposes herein, be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust or the Series in any way or otherwise be deemed an agent of the Trust or of the Series. However, one or more shareholders, officers, directors or employees of the Advisor may serve as trustees and/or officers of the Trust, but without compensation or reimbursement of expenses for such services from the Trust. Nothing herein contained shall be deemed to require the Trust to take any action contrary to its Declaration of Trust, as amended (the Declaration of Trust), as amended, restated or supplemented, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the affairs of the Series.
7. The Advisor shall furnish at its own expense, or pay the expenses of the Trust, for the following:
| (a) | Office facilities, including office space, furniture and equipment; |
| (b) | Personnel necessary to perform the functions required to manage the investment and reinvestment of each Series assets (including those required for research, statistical and investment work); |
| (c) | Except as otherwise approved by the Board, personnel to serve without salaries from the Trust as officers or agents of the Trust. The Advisor need not provide personnel to perform, or pay the expenses of the Trust for, services customarily performed for an open-end management investment company by its national distributor, custodian, financial agent, transfer agent, registrar, dividend disbursing agent, auditors and legal counsel; |
| (d) | Compensation and expenses, if any, of the Trustees who are also full-time employees of the Advisor or any of its affiliates; and |
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| (e) | Any subadvisor recommended by the Advisor and appointed to act on behalf of the Trust. |
8. All costs and expenses not specifically enumerated herein as payable by the Advisor 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 Advisor) 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 affiliated persons of the Advisor (as that term is defined in the Act) or any of its affiliates, expenses of Trustees and shareholders meetings including the cost of printing and mailing proxies, expenses of Advisor personnel attending Trustee meetings as required, expenses of insurance premiums for fidelity and other coverage of the Trust and its personnel, 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 SEC 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.
9. The Advisor shall adhere and shall use reasonable efforts to cause the Trust to adhere to all applicable policies and procedures as adopted from time to time by the Trustees, including but not limited to the following:
| (a) | Code of Ethics. The Advisor shall adopt a Code of Ethics designed to prevent access persons (as defined therein in accordance with Rule 17j-1 under the Investment Company Act of 1940 (the Investment Company Act)) from engaging in fraudulent acts or transactions that are, or have the potential of being viewed as, a conflict of interest, and shall monitor for compliance with its Code of Ethics and report any violations to the Trusts Compliance Officer. |
| (b) | Policy with Respect to Brokerage Allocation. The Advisor shall have full trading discretion in selecting brokers for Series transactions on a day to day basis so long as each selection is in conformance with the Trusts Policy with Respect to Brokerage Allocation. Such discretion shall include use of soft dollars for certain broker and research services, also in conformance with the Trusts Policy with Respect to Brokerage Allocation. The Advisor may delegate the responsibilities under this section to a Subadvisor of a Series. |
| (c) |
Procedures for the Determination of Liquidity of Assets. It shall be the responsibility of the Advisor to monitor the Series assets that are not |
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liquid, making such determinations as to liquidity of a particular asset as may be necessary, in accordance with the Trusts Procedures for the Determination of Liquidity of Assets. The Advisor may delegate the responsibilities under this section to a Subadvisor of a Series. |
| (d) | Policy with Respect to Proxy Voting. In the absence of specific direction to the contrary and in a manner consistent with the Trusts Policy with Respect to Proxy Voting, the Advisor shall be responsible for voting proxies with respect to portfolio holdings of the Trust. The Advisor shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets under management by the Advisor in accordance with such policies and procedures adopted or approved by each Series. Unless the Fund gives the Advisor written instructions to the contrary, the Advisor will, in compliance with the proxy voting procedures of the Series then in effect or approved by the Series, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which the assets of the Series may be invested. The Advisor shall cause the Custodian to forward promptly to the Advisor (or designee) all proxies upon receipt so as to afford the Advisor a reasonable amount of time in which to determine how to vote such proxies. The Advisor agrees to provide the Trust with quarterly proxy voting reports in such form as the Trust may request from time to time. The Advisor may delegate the responsibilities under this section to a Subadvisor of a Series. |
| (e) | Procedures for the Valuation of Securities. It shall be the responsibility of the Advisor to fully comply with the Trusts Procedures for the Valuation of Securities. The Advisor may delegate the responsibilities under this section to a Subadvisor of a Series. |
10. The Advisor hereby warrants and represents that it will provide the requisite certifications requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Forms N-CSR and N-Q as required under the Sarbanes-Oxley Act of 2002.
11. For providing the services and assuming the expenses outlined herein, the Trust agrees that the Advisor shall be compensated as follows:
| (a) | The Trust shall pay a monthly fee calculated at an annual rate as specified in Schedule A. The amounts payable to the Advisor with respect to the respective Series shall be based upon the average of the values of the net assets of such Series excluding the net assets representing capital contributed by Phoenix Life Insurance Company (seed money), as of the close of business each day, computed in accordance with the Trusts Declaration of Trust. |
| (b) | Compensation shall accrue immediately upon the effective date of this Agreement. |
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| (c) | If there is termination of this Agreement with respect to any Series during a month, the Series fee for that month shall be proportionately computed upon the average of the daily net asset values of such Series for such partial period in such month. |
| (d) | The Advisor, at its discretion, agrees to reimburse the Trust for the amount, if any, by which the total operating and management expenses for any Series (including the Advisors 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 Advisor 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. |
12. The services of the Advisor to the Trust are not to be deemed exclusive, the Advisor being free to render services to others and to engage in other activities. Without relieving the Advisor of its duties hereunder and subject to the prior approval of the Trustees and subject farther to compliance with applicable provisions of the Investment Company Act, as amended, the Advisor 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 Advisor and any such agent.
13. The Advisor 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 Advisor in the performance of its duties hereunder.
14. It is understood that:
| (a) | Trustees, officers, employees, agents and shareholders of the Trust are or may be interested persons of the Advisor as directors, officers, stockholders or otherwise; |
| (b) | Directors, officers, employees, agents and stockholders of the Advisor 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. |
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15. This Agreement shall become effective with respect to the Existing Series as of the date stated above, and with respect to any Additional Series, on the date specified in any amendment to this Agreement reflecting the addition of each Additional Series in accordance with paragraph 2 (the Amendment Date). Unless terminated as herein provided, this Agreement shall remain in full force and effect until December 31, 2009 with respect to each Existing Series and until November 30 of the first full calendar year following the Amendment Date with respect to each Additional Series, and shall continue in full force and effect for periods of one year thereafter with respect to each Series so long as (a) such continuance with respect to any such Series is approved at least annually by either the Trustees or by a vote of the majority of the outstanding voting securities of such Series and (b) the terms and any renewal of this Agreement with respect to any such Series have been approved by a vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval; 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.
16. The Advisor shall furnish any state insurance commissioner with such information or reports in connection with the services provided under this Agreement as the Commissioner may request in order to ascertain whether variable life insurance or variable annuity operations are being conducted in accordance with applicable law or regulations. The Trust shall own and shall be open to inspection, audit and photocopying during regular business hours by the Trustees, officers, counsel and auditors of the Trust.
17. The Trust may terminate this Agreement with respect to the Trust or to any Series upon 60 days written notice to the Advisor 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 Advisor 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.
18. 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.
19. 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
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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.
20. This Agreement shall be construed and the rights and obligations of the parties hereunder enforced in accordance with the laws of the State of Connecticut.
21. Subject to the duty of the Advisor and the Trust to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Series and any Additional Series that may be named, and the actions of the Advisor and the Trust in respect thereof.
22. The Advisor will not advise or act on behalf of the Series in regards to class action filings, with respect to any securities held in the Series portfolio.
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.
| THE PHOENIX EDGE SERIES FUND | ||
| By: |
/s/ Gina Collopy OConnell |
|
| Name: | Gina Collopy OConnell | |
| Title: | Senior Vice President | |
| PHOENIX VARIABLE ADVISORS, INC. | ||
| By: |
/s/ John H. Beers |
|
| Name: | John H. Beers | |
| Title: | Vice President and Secretary | |
7
SCHEDULE A
|
Series |
Annual Investment Advisory Fee |
|
|
Phoenix Capital Growth Series |
0.70% first $250 million | |
| 0.65% next $250 million | ||
| 0.60% over $500 million |
8
Exhibit 28(d)1(12)
Investment Advisory Agreement by and between The Phoenix Edge Series Fund and Phoenix Variable
Advisors, Inc. on behalf of Phoenix Small-Cap Growth Series
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, effective as of the 15th day of September, 2008 (the Contract Date) by and between The Phoenix Edge Series Fund, a Massachusetts business trust (the Trust) and Phoenix Variable Advisors, Inc., a Delaware corporation (the Advisor).
WITNESSETH THAT:
1. The Trust hereby appoints the Advisor to act as investment advisor to the Trust on behalf of the series of the Trust established and designated by the Board of Trustees of the Trust (the Trustees) on or before the date hereof, as listed on attached Schedule A (collectively, the Existing Series), for the period and on the terms set forth herein. The Advisor 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 Advisor to render investment advisory services hereunder with respect to one or more additional series (the Additional Series), by agreement in writing, the Trust and the Advisor may agree to amend Schedule A to include such Additional Series, whereupon such Additional Series shall become subject to the terms and conditions of this Agreement.
3. The Advisor 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. The Advisor may delegate its investment responsibilities under paragraph 3 above with respect to the Series or segments thereof to one or more persons or companies (Subadvisor(s)) pursuant to an agreement between the Advisor, the Trust and any such Subadvisor (Subadvisory Agreement). Each Subadvisory Agreement may provide that the applicable Subadvisor, subject to the control and supervision of the Board of Trustees and the Advisor, shall have full investment discretion for the Series, shall make all determinations with respect to the investment and reinvestment of the assets of each Series assigned it. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Investment Company Act of 1940 (the Act), except to the extent permitted by any exemptive order of the Securities and Exchange Commission (SEC) or similar relief. The Advisor shall not be responsible or liable for the investment merits of any decision by a Subadvisor to purchase, hold or sell a security for any Series portfolio.
5. With respect to managing the investment and reinvestment of the Series assets, the Advisor shall provide, at its own expense:
| (a) | Investment research, advice and supervision; |
| (b) | An investment program for each Series consistent with its investment objectives, policies and procedures; |
| (c) | Implementation of the investment program for each Series including the purchase and sale of securities; |
| (d) | Implementation of an investment program designed to manage cash, cash equivalents and short-term investments for a Series with respect to assets designated from time to time to be managed by a subadvisor to such Series; |
| (e) | Advice and assistance on the general operations of the Trust; and |
| (f) | Regular reports to the Trustees on the implementation of each Series investment program. |
6. The Advisor shall, for all purposes herein, be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust or the Series in any way or otherwise be deemed an agent of the Trust or of the Series. However, one or more shareholders, officers, directors or employees of the Advisor may serve as trustees and/or officers of the Trust, but without compensation or reimbursement of expenses for such services from the Trust. Nothing herein contained shall be deemed to require the Trust to take any action contrary to its Declaration of Trust, as amended (the Declaration of Trust), as amended, restated or supplemented, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the affairs of the Series.
7. The Advisor shall furnish at its own expense, or pay the expenses of the Trust, for the following:
| (a) | Office facilities, including office space, furniture and equipment; |
| (b) | Personnel necessary to perform the functions required to manage the investment and reinvestment of each Series assets (including those required for research, statistical and investment work); |
| (c) | Except as otherwise approved by the Board, personnel to serve without salaries from the Trust as officers or agents of the Trust. The Advisor need not provide personnel to perform, or pay the expenses of the Trust for, services customarily performed for an open-end management investment company by its national distributor, custodian, financial agent, transfer agent, registrar, dividend disbursing agent, auditors and legal counsel; |
| (d) | Compensation and expenses, if any, of the Trustees who are also full-time employees of the Advisor or any of its affiliates; and |
2
| (e) | Any subadvisor recommended by the Advisor and appointed to act on behalf of the Trust. |
8. All costs and expenses not specifically enumerated herein as payable by the Advisor 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 Advisor) 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 affiliated persons of the Advisor (as that term is defined in the Act) or any of its affiliates, expenses of Trustees and shareholders meetings including the cost of printing and mailing proxies, expenses of Advisor personnel attending Trustee meetings as required, expenses of insurance premiums for fidelity and other coverage of the Trust and its personnel, 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 SEC 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.
9. The Advisor shall adhere and shall use reasonable efforts to cause the Trust to adhere to all applicable policies and procedures as adopted from time to time by the Trustees, including but not limited to the following:
| (a) | Code of Ethics. The Advisor shall adopt a Code of Ethics designed to prevent access persons (as defined therein in accordance with Rule 17j-1 under the Investment Company Act of 1940 (the Investment Company Act)) from engaging in fraudulent acts or transactions that are, or have the potential of being viewed as, a conflict of interest, and shall monitor for compliance with its Code of Ethics and report any violations to the Trusts Compliance Officer. |
| (b) | Policy with Respect to Brokerage Allocation. The Advisor shall have full trading discretion in selecting brokers for Series transactions on a day to day basis so long as each selection is in conformance with the Trusts Policy with Respect to Brokerage Allocation. Such discretion shall include use of soft dollars for certain broker and research services, also in conformance with the Trusts Policy with Respect to Brokerage Allocation. The Advisor may delegate the responsibilities under this section to a Subadvisor of a Series. |
| (c) |
Procedures for the Determination of Liquidity of Assets. It shall be the responsibility of the Advisor to monitor the Series assets that are not |
3
|
liquid, making such determinations as to liquidity of a particular asset as may be necessary, in accordance with the Trusts Procedures for the Determination of Liquidity of Assets. The Advisor may delegate the responsibilities under this section to a Subadvisor of a Series. |
| (d) | Policy with Respect to Proxy Voting. In the absence of specific direction to the contrary and in a manner consistent with the Trusts Policy with Respect to Proxy Voting, the Advisor shall be responsible for voting proxies with respect to portfolio holdings of the Trust. The Advisor shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets under management by the Advisor in accordance with such policies and procedures adopted or approved by each Series. Unless the Fund gives the Advisor written instructions to the contrary, the Advisor will, in compliance with the proxy voting procedures of the Series then in effect or approved by the Series, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which the assets of the Series may be invested. The Advisor shall cause the Custodian to forward promptly to the Advisor (or designee) all proxies upon receipt so as to afford the Advisor a reasonable amount of time in which to determine how to vote such proxies. The Advisor agrees to provide the Trust with quarterly proxy voting reports in such form as the Trust may request from time to time. The Advisor may delegate the responsibilities under this section to a Subadvisor of a Series. |
| (e) | Procedures for the Valuation of Securities. It shall be the responsibility of the Advisor to fully comply with the Trusts Procedures for the Valuation of Securities. The Advisor may delegate the responsibilities under this section to a Subadvisor of a Series. |
10. The Advisor hereby warrants and represents that it will provide the requisite certifications requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Forms N-CSR and N-Q as required under the Sarbanes-Oxley Act of 2002.
11. For providing the services and assuming the expenses outlined herein, the Trust agrees that the Advisor shall be compensated as follows:
| (a) | The Trust shall pay a monthly fee calculated at an annual rate as specified in Schedule A. The amounts payable to the Advisor with respect to the respective Series shall be based upon the average of the values of the net assets of such Series excluding the net assets representing capital contributed by Phoenix Life Insurance Company (seed money), as of the close of business each day, computed in accordance with the Trusts Declaration of Trust. |
| (b) | Compensation shall accrue immediately upon the effective date of this Agreement. |
4
| (c) | If there is termination of this Agreement with respect to any Series during a month, the Series fee for that month shall be proportionately computed upon the average of the daily net asset values of such Series for such partial period in such month. |
| (d) | The Advisor, at its discretion, agrees to reimburse the Trust for the amount, if any, by which the total operating and management expenses for any Series (including the Advisors 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 Advisor 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. |
12. The services of the Advisor to the Trust are not to be deemed exclusive, the Advisor being free to render services to others and to engage in other activities. Without relieving the Advisor of its duties hereunder and subject to the prior approval of the Trustees and subject farther to compliance with applicable provisions of the Investment Company Act, as amended, the Advisor 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 Advisor and any such agent.
13. The Advisor 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 Advisor in the performance of its duties hereunder.
14. It is understood that:
| (a) | Trustees, officers, employees, agents and shareholders of the Trust are or may be interested persons of the Advisor as directors, officers, stockholders or otherwise; |
| (b) | Directors, officers, employees, agents and stockholders of the Advisor 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. |
5
15. This Agreement shall become effective with respect to the Existing Series as of the date stated above, and with respect to any Additional Series, on the date specified in any amendment to this Agreement reflecting the addition of each Additional Series in accordance with paragraph 2 (the Amendment Date). Unless terminated as herein provided, this Agreement shall remain in full force and effect until December 31, 2009 with respect to each Existing Series and until November 30 of the first full calendar year following the Amendment Date with respect to each Additional Series, and shall continue in full force and effect for periods of one year thereafter with respect to each Series so long as (a) such continuance with respect to any such Series is approved at least annually by either the Trustees or by a vote of the majority of the outstanding voting securities of such Series and (b) the terms and any renewal of this Agreement with respect to any such Series have been approved by a vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval; 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.
16. The Advisor shall furnish any state insurance commissioner with such information or reports in connection with the services provided under this Agreement as the Commissioner may request in order to ascertain whether variable life insurance or variable annuity operations are being conducted in accordance with applicable law or regulations. The Trust shall own and shall be open to inspection, audit and photocopying during regular business hours by the Trustees, officers, counsel and auditors of the Trust.
17. The Trust may terminate this Agreement with respect to the Trust or to any Series upon 60 days written notice to the Advisor 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 Advisor 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.
18. 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.
19. 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
6
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.
20. This Agreement shall be construed and the rights and obligations of the parties hereunder enforced in accordance with the laws of the State of Connecticut.
21. Subject to the duty of the Advisor and the Trust to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Series and any Additional Series that may be named, and the actions of the Advisor and the Trust in respect thereof.
22. The Advisor will not advise or act on behalf of the Series in regards to class action filings, with respect to any securities held in the Series portfolio.
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.
| THE PHOENIX EDGE SERIES FUND | ||
| By: |
/s/ Gina Collopy OConnell |
|
| Name: | Gina Collopy OConnell | |
| Title: | Senior Vice President | |
| PHOENIX VARIABLE ADVISORS, INC. | ||
| By: |
/s/ John H. Beers |
|
| Name: | John H. Beers | |
| Title: | Vice President and Secretary | |
7
SCHEDULE A
|
Series |
Annual Investment Advisory Fee |
|
|
Phoenix Small-Cap Growth Series |
0.85% |
8
Exhibit 28(d)1(13)
Investment Advisory Agreement between The Phoenix Edge Series Fund and Phoenix Variable
Advisors, Inc. on behalf of Phoenix Mid-Cap Value Series and Phoenix Small-Cap Value Series
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, effective as of the 1st day of May, 2009 (the Contract Date) by and between The Phoenix Edge Series Fund, a Massachusetts business trust (the Trust) and Phoenix Variable Advisors, Inc., a Delaware corporation (the Advisor).
WITNESSETH THAT:
1. The Trust hereby appoints the Advisor to act as investment advisor to the Trust on behalf of the series of the Trust established and designated by the Board of Trustees of the Trust (the Trustees) on or before the date hereof, as listed on attached Schedule A (collectively, the Existing Series), for the period and on the terms set forth herein. The Advisor 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 Advisor to render investment advisory services hereunder with respect to one or more additional series (the Additional Series), by agreement in writing, the Trust and the Advisor may agree to amend Schedule A to include such Additional Series, whereupon such Additional Series shall become subject to the terms and conditions of this Agreement.
3. The Advisor 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. The Advisor may delegate its investment responsibilities under paragraph 3 above with respect to the Series or segments thereof to one or more persons or companies (Subadvisor(s)) pursuant to an agreement between the Advisor, the Trust and any such Subadvisor (Subadvisory Agreement). Each Subadvisory Agreement may provide that the applicable Subadvisor, subject to the control and supervision of the Board of Trustees and the Advisor, shall have full investment discretion for the Series, shall make all determinations with respect to the investment and reinvestment of the assets of each Series assigned it. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Investment Company Act of 1940 (the Act), except to the extent permitted by any exemptive order of the Securities and Exchange Commission (SEC) or similar relief. The Advisor shall not be responsible or liable for the investment merits of any decision by a Subadvisor to purchase, hold or sell a security for any Series portfolio.
5. With respect to managing the investment and reinvestment of the Series assets, the Advisor shall provide, at its own expense:
| (a) | Investment research, advice and supervision; |
| (b) | An investment program for each Series consistent with its investment objectives, policies and procedures; |
| (c) | Implementation of the investment program for each Series including the purchase and sale of securities; |
| (d) | Implementation of an investment program designed to manage cash, cash equivalents and short-term investments for a Series with respect to assets designated from time to time to be managed by a subadvisor to such Series; |
| (e) | Advice and assistance on the general operations of the Trust; and |
| (f) | Regular reports to the Trustees on the implementation of each Series investment program. |
6. The Advisor shall, for all purposes herein, be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust or the Series in any way or otherwise be deemed an agent of the Trust or of the Series. However, one or more shareholders, officers, directors or employees of the Advisor may serve as trustees and/or officers of the Trust, but without compensation or reimbursement of expenses for such services from the Trust. Nothing herein contained shall be deemed to require the Trust to take any action contrary to its Declaration of Trust, as amended (the Declaration of Trust), as amended, restated or supplemented, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the affairs of the Series.
7. The Advisor shall furnish at its own expense, or pay the expenses of the Trust, for the following:
| (a) | Office facilities, including office space, furniture and equipment; |
| (b) | Personnel necessary to perform the functions required to manage the investment and reinvestment of each Series assets (including those required for research, statistical and investment work); |
| (c) | Except as otherwise approved by the Board, personnel to serve without salaries from the Trust as officers or agents of the Trust. The Advisor need not provide personnel to perform, or pay the expenses of the Trust for, services customarily performed for an open-end management investment company by its national distributor, custodian, financial agent, transfer agent, registrar, dividend disbursing agent, auditors and legal counsel; |
| (d) | Compensation and expenses, if any, of the Trustees who are also full-time employees of the Advisor or any of its affiliates; and |
2
| (e) | Any subadvisor recommended by the Advisor and appointed to act on behalf of the Trust. |
8. All costs and expenses not specifically enumerated herein as payable by the Advisor 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 Advisor) 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 affiliated persons of the Advisor (as that term is defined in the Act) or any of its affiliates, expenses of Trustees and shareholders meetings including the cost of printing and mailing proxies, expenses of Advisor personnel attending Trustee meetings as required, expenses of insurance premiums for fidelity and other coverage of the Trust and its personnel, 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 SEC 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.
9. The Advisor shall adhere and shall use reasonable efforts to cause the Trust to adhere to all applicable policies and procedures as adopted from time to time by the Trustees, including but not limited to the following:
| (a) | Code of Ethics. The Advisor shall adopt a Code of Ethics designed to prevent access persons (as defined therein in accordance with Rule 17j-1 under the Investment Company Act of 1940 (the Investment Company Act)) from engaging in fraudulent acts or transactions that are, or have the potential of being viewed as, a conflict of interest, and shall monitor for compliance with its Code of Ethics and report any violations to the Trusts Compliance Officer. |
| (b) | Policy with Respect to Brokerage Allocation. The Advisor shall have full trading discretion in selecting brokers for Series transactions on a day to day basis so long as each selection is in conformance with the Trusts Policy with Respect to Brokerage Allocation. Such discretion shall include use of soft dollars for certain broker and research services, also in conformance with the Trusts Policy with Respect to Brokerage Allocation. The Advisor may delegate the responsibilities under this section to a Subadvisor of a Series. |
| (c) |
Procedures for the Determination of Liquidity of Assets. It shall be the responsibility of the Advisor to monitor the Series assets that are not |
3
|
liquid, making such determinations as to liquidity of a particular asset as may be necessary, in accordance with the Trusts Procedures for the Determination of Liquidity of Assets. The Advisor may delegate the responsibilities under this section to a Subadvisor of a Series. |
| (d) | Policy with Respect to Proxy Voting. In the absence of specific direction to the contrary and in a manner consistent with the Trusts Policy with Respect to Proxy Voting, the Advisor shall be responsible for voting proxies with respect to portfolio holdings of the Trust. The Advisor shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets under management by the Advisor in accordance with such policies and procedures adopted or approved by each Series. Unless the Fund gives the Advisor written instructions to the contrary, the Advisor will, in compliance with the proxy voting procedures of the Series then in effect or approved by the Series, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which the assets of the Series may be invested. The Advisor shall cause the Custodian to forward promptly to the Advisor (or designee) all proxies upon receipt so as to afford the Advisor a reasonable amount of time in which to determine how to vote such proxies. The Advisor agrees to provide the Trust with quarterly proxy voting reports in such form as the Trust may request from time to time. The Advisor may delegate the responsibilities under this section to a Subadvisor of a Series. |
| (e) | Procedures for the Valuation of Securities. It shall be the responsibility of the Advisor to fully comply with the Trusts Procedures for the Valuation of Securities. The Advisor may delegate the responsibilities under this section to a Subadvisor of a Series. |
10. The Advisor hereby warrants and represents that it will provide the requisite certifications requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Forms N-CSR and N-Q as required under the Sarbanes-Oxley Act of 2002.
11. For providing the services and assuming the expenses outlined herein, the Trust agrees that the Advisor shall be compensated as follows:
| (a) | The Trust shall pay a monthly fee calculated at an annual rate as specified in Schedule A. The amounts payable to the Advisor with respect to the respective Series shall be based upon the average of the values of the net assets of such Series excluding the net assets representing capital contributed by Phoenix Life Insurance Company (seed money), as of the close of business each day, computed in accordance with the Trusts Declaration of Trust. |
| (b) | Compensation shall accrue immediately upon the effective date of this Agreement. |
4
| (c) | If there is termination of this Agreement with respect to any Series during a month, the Series fee for that month shall be proportionately computed upon the average of the daily net asset values of such Series for such partial period in such month. |
| (d) | The Advisor, at its discretion, agrees to reimburse the Trust for the amount, if any, by which the total operating and management expenses for any Series (including the Advisors 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 Advisor 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. |
12. The services of the Advisor to the Trust are not to be deemed exclusive, the Advisor being free to render services to others and to engage in other activities. Without relieving the Advisor of its duties hereunder and subject to the prior approval of the Trustees and subject farther to compliance with applicable provisions of the Investment Company Act, as amended, the Advisor 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 Advisor and any such agent.
13. The Advisor 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 Advisor in the performance of its duties hereunder.
14. It is understood that:
| (a) | Trustees, officers, employees, agents and shareholders of the Trust are or may be interested persons of the Advisor as directors, officers, stockholders or otherwise; |
| (b) | Directors, officers, employees, agents and stockholders of the Advisor 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. |
5
15. This Agreement shall become effective with respect to the Existing Series as of the date stated above, and with respect to any Additional Series, on the date specified in any amendment to this Agreement reflecting the addition of each Additional Series in accordance with paragraph 2 (the Amendment Date). Unless terminated as herein provided, this Agreement shall remain in full force and effect until December 31, 2010 with respect to each Existing Series and until November 30 of the first full calendar year following the Amendment Date with respect to each Additional Series, and shall continue in full force and effect for periods of one year thereafter with respect to each Series so long as (a) such continuance with respect to any such Series is approved at least annually by either the Trustees or by a vote of the majority of the outstanding voting securities of such Series and (b) the terms and any renewal of this Agreement with respect to any such Series have been approved by a vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval; 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.
16. The Advisor shall furnish any state insurance commissioner with such information or reports in connection with the services provided under this Agreement as the Commissioner may request in order to ascertain whether variable life insurance or variable annuity operations are being conducted in accordance with applicable law or regulations. The Trust shall own and shall be open to inspection, audit and photocopying during regular business hours by the Trustees, officers, counsel and auditors of the Trust.
17. The Trust may terminate this Agreement with respect to the Trust or to any Series upon 60 days written notice to the Advisor 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 Advisor 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.
18. 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.
19. 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
6
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.
20. This Agreement shall be construed and the rights and obligations of the parties hereunder enforced in accordance with the laws of the State of Connecticut.
21. Subject to the duty of the Advisor and the Trust to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Series and any Additional Series that may be named, and the actions of the Advisor and the Trust in respect thereof.
22. The Advisor will not advise or act on behalf of the Series in regards to class action filings, with respect to any securities held in the Series portfolio.
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.
| THE PHOENIX EDGE SERIES FUND | ||
| By: |
/s/ Kathleen A. McGah |
|
| Name: | Kathleen A. McGah | |
| Title: | Vice President and Secretary | |
| PHOENIX VARIABLE ADVISORS, INC. | ||
| By: |
/s/ John H. Beers |
|
| Name: | John H. Beers | |
| Title: | Vice President and Secretary | |
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SCHEDULE A
|
Series |
Annual Investment Advisory Fee |
|
|
Phoenix Mid-Cap Value Series |
1.05% on the first $100 million | |
| 1.00% on the next $50 million | ||
| 0.95% over $150 million | ||
|
Phoenix Small-Cap Value Series |
1.05% on the first $100 million | |
| 1.00% on the next $50 million | ||
| 0.95% over $150 million | ||
8
Exhibit 28(d)2(1)
Subadvisory Agreement between Neuberger Berman Management LLC and Phoenix Variable
Advisors, Inc. on behalf of Phoenix Mid-Cap Growth Series.
SUBADVISORY AGREEMENT
THE PHOENIX EDGE SERIES FUND
PHOENIX MID-CAP GROWTH SERIES
Neuberger Berman Management LLC
605 Third Avenue
New York, NY 10158
AGREEMENT made as of the 1st day of May, 2009 between Phoenix Variable Advisors, Inc. (the Advisor), a corporation organized under the laws of the State of Delaware, and Neuberger Berman Management LLC (the Subadvisor), a corporation organized under the laws of the State of New York.
WHEREAS, The Phoenix Edge Series Fund (the Fund) is a diversified open-end investment company of the series type registered under the Investment Company Act of 1940, as amended, (the 1940 Act); and
WHEREAS, the shares of the Fund may be offered in one or more separate series, including the Phoenix Mid-Cap Growth Series (the Series); and
WHEREAS, the Advisor has entered into an Investment Advisory Agreement (Advisory Agreement) with the Fund pursuant to which the Advisor acts as investment advisor to the Fund on behalf of one or more separate series of the Fund, including the Series; and
WHEREAS, pursuant to the Advisory Agreement, the Advisor renders certain investment advisory services to the Fund on behalf of the Series, including providing general oversight of the Series, and evaluating, recommending and monitoring one or more registered investment advisors to serve as subadvisor to the Series; and
WHEREAS, the Advisor desires, with the approval of the Trustees of the Fund (the Trustees), to retain Subadvisor to furnish portfolio management services for the Series; and
WHEREAS, the Subadvisor is willing to furnish such services on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the Advisor and the Subadvisor agree as follows:
| 1. | Employment as a Subadvisor . The Advisor, being duly authorized, hereby appoints the Subadvisor to serve as subadvisor with regard to the assets of the Series (the Assets), subject to the terms and conditions set forth in this Agreement. |
| 2. |
Acceptance of Employment; Standard of Performance . The Subadvisor accepts such appointment to serve as subadvisor of the Assets and agrees to use its best professional judgment to make investment decisions and provide related services for the Assets of the Series in accordance with the terms and conditions set forth in this Agreement and as set forth in Schedule D attached hereto and made a part hereof. The parties acknowledge and agree that the services of the Subadvisor hereunder are not deemed exclusive and that accordingly, the Subadvisor may render services to others so long as those services do |
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not conflict in any material manner with the Subadvisors performance of its duties and obligations pursuant to this Agreement. |
| 3. | Services of Subadvisor . Subject to the general oversight of the Advisor and the Trustees, the Subadvisor shall manage all of the Assets of the Series entrusted to it under this Agreement, including the purchase, retention, and disposition of assets, securities, and other property, and shall carry out all of its duties and obligations under this Agreement, according to the following terms and conditions: |
(a) At all times in performing its duties and obligations under this Agreement, the Subadvisor shall act in conformity with the following requirements: (i) the investment objectives, policies and restrictions of the Fund as they apply to the Assets of the Series and as set forth in the Funds then current prospectus and statement of additional information, as amended or supplemented from time to time, (collectively, the Prospectus); (ii) the Funds Agreement and Declaration of Trust, dated February 18, 1986, establishing the Fund, as may be amended from time to time, (Declaration of Trust); (iii) the 1940 Act, the Investment Advisers Act of 1940, as amended (the Advisers Act), the Securities Act of 1933, as amended, (the 1933 Act) and the Securities Exchange Act of 1934, as amended, (the 1934 Act) and the rules and regulations thereunder; (iv) the Internal Revenue Code of 1986, as amended, (the Code) and the rules and regulations thereunder, including but not limited to the requirements for adequate diversification under Section 817(h) of the Code, for treatment by the Series as a regulated investment company under sub-chapter M of the Code, and for avoiding payment of any excise tax under Section 4982 of the Code; (v) all other applicable federal and state laws, as each may be amended from time to time; and (vi) and any resolutions as may be duly adopted by the Trustees from time to time and any instructions and procedures of the Advisor, and, in either case, furnished to the Subadvisor (collectively, these requirements are referred to herein as the Investment Requirements).
(b) The Subadvisor shall furnish a continuous investment program and shall determine what portfolio investments will be purchased, retained, or sold by the Series with regards to the Assets of the Series in conformity with the Prospectus and other Investment Requirements.
(c) The Subadvisor shall effect all transactions and take all actions to implement the investment objectives and policies of the Series in accordance with this Agreement.
(d) The Subadvisor shall have full authority at all times with respect to the portfolio management of the Assets, including, but not limited to, the authority: (i) to give written or oral instructions to various broker/dealers, banks or other agents and to bind and obligate the Fund to and for the carrying out of contracts, arrangements, or transactions which shall be entered into by the Subadvisor on the Funds behalf with or through such broker/dealers, banks or other agents; (ii) to direct the purchase and sale of any securities; and (iii) to maintain such uninvested cash balances in the Assets of the
2
Series as it shall deem reasonable and appropriate without incurring any liability for the payment of interest thereon.
(e) The Subadvisor shall not, without the Advisors prior written approval, effect any transaction or take any action that would cause the Assets of the Series at the time of the transaction or action to be out of compliance with any of the Investment Requirements. The Subadvisor shall promptly inform the Fund and the Advisor of developments materially affecting (or reasonably expected to affect) the Assets of the Series, and will, on its own initiative, furnish the Fund and the Advisor from time to time with whatever information the Subadvisor believes is appropriate for this purpose.
(f) The Subadvisor shall send or make available appropriate representatives to/for regular or special meetings of the Fund as may be reasonably requested from time to time by the Advisor.
(g) The Subadvisor shall provide appropriate representatives to attend meetings requested by the Advisor at such time(s) and location(s) as are reasonably requested by the Advisor.
(h) The Subadvisor shall place all orders for the purchase or sale of securities or other investments for the Assets of the Series with brokers or dealers selected by the Subadvisor, as more fully specified below in Section 6 of this Agreement.
| 4. | Transaction Procedures . All transactions for the purchase or sale of securities or other investments for the Assets of 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 and/or other property due to or from the Assets of 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, except as described herein. The Subadvisor shall advise the Custodian and confirm in writing or by confirmed electronic transmission to the Fund all investment orders for the Assets of 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 A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadvisor. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadvisor shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian other than arrangements, acts, omissions or other conduct arising in reliance on instructions of the Subadvisor. |
| 5. |
Recordkeeping and Reporting . The Subadvisor shall maintain the records and information required by Rule 31a-1 under the 1940 Act described in Schedule B attached hereto, with respect to the Assets of the Series. In addition, the Subadvisor shall maintain such other records relating to the services the Subadvisor provides under this Agreement |
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|
as may be required in the future by applicable SEC and other applicable rules, and shall retain such information for such times and in such manner as required by applicable rules, including but not limited to Rule 31a-2 under the 1940 Act. The records maintained by the Subadvisor hereunder shall be the property of the Fund and shall be surrendered promptly upon request; subject, however, to the Subadvisors right to retain all such records as the Subadvisor is required to maintain under the Advisers Act and the rules and regulations promulgated thereunder; provided, further, that the Fund shall be entitled to make and maintain copies of any records so retained by request. |
| 6. | Allocation of Brokerage . The Subadvisor shall have authority and discretion to select brokers and dealers, including any brokers and dealers affiliated with the Subadvisor, to execute transactions initiated by the Subadvisor on behalf of the Series with regard to the Assets, and to select the markets on or in which the transactions will be executed, subject to the following limitations: |
(a) The Subadvisor shall at all times seek best-execution, as defined in Section 28(e)(1) of the 1934 Act.
(b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time.
(c) In placing orders for the sale and purchase of securities for the Assets of the Series, the Subadvisors 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 Series, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide best-execution on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services, as defined in Section 28(e)(3) of the 1934 Act, provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisors overall responsibilities with respect to its clients, including the Series, as to which the Subadvisor exercises investment discretion, notwithstanding that the Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Series a lower commission on the particular transaction.
| 7. | Prohibited Conduct . In providing the services described in this Agreement, the Subadvisor will not consult with any other investment advisory firm that the Subadvisor knows provides investment advisory services to any of the Funds series regarding transactions for the Fund in securities or other assets. In addition, the Subadvisor shall not, without the prior written consent of the Fund and the Advisor, delegate any obligations assumed pursuant to this Agreement to any affiliated or unaffiliated third party. |
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| 8. | Expenses . During the term of this Agreement, the Subadvisor shall bear all expenses incurred by it in connection with providing its services hereunder. Without limiting the foregoing, the parties acknowledge and agree that the Subadvisor shall furnish at its own expense, or pay the expenses of the Advisor, for the following items: |
(a) Office facilities, including office space, furniture and equipment utilized by the Subadvisors employees in the fulfillment of its duties and obligations under this Agreement; and
(b) Personnel and services necessary to perform the functions required to manage the investment and reinvestment of the Assets (including those required for research, analysis, pricing, reporting, statistics, and investment), and to fulfill the other duties and obligations of the Subadvisor hereunder.
| 9. | Fees for Services . The compensation of the Subadvisor for its services under this Agreement shall be calculated and paid by the Advisor in accordance with the attached Schedule C. Pursuant to the Advisory Agreement between the Fund and the Advisor, the Advisor shall be solely responsible for the payment of fees to the Subadvisor. |
| 10. | Limitation of Liability . The Subadvisor shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, so long as such acts or omissions shall not have constituted a breach of the investment objectives, policies and restrictions applicable to the Assets of the Series and such acts or omissions shall not have resulted from the Subadvisors willful misfeasance, bad faith, reckless disregard or gross negligence, a violation of the standard of care established by and applicable to the Subadvisor in its actions under this Agreement or a breach of its duty or of its obligations hereunder (provided further, however, that the foregoing shall not be construed to protect the Subadvisor from liability under the 1940 Act, other federal or state securities laws or common law). |
| 11. | Indemnification . |
(a) The Advisor agrees to indemnify and hold harmless the Subadvisor, its officers and directors, and any person who controls the Subadvisor, within the meaning of Section 15 of the Securities Act of 1933, as amended (the 1933 Act), from and against any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by Subadvisor resulting from (i) the Advisors breach of any provision of this Agreement, (ii) willful misfeasance, bad faith, reckless disregard or gross negligence on the part of the Advisor or any of its officers, directors or employees in the performance of the Advisors duties and obligations under this Agreement or (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus and Statement of Additional Information, as amended or supplemented from time to time or promotional materials pertaining or relating to the Series or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
5
statement therein not misleading, if such a statement or omission was made by the Fund other than in reliance upon written information furnished by the Subadvisor or any affiliated person of the Subadvisor, expressly for use in the Funds registration statement or other than upon verbal information confirmed by the Subadvisor in writing expressly for use in the Funds registration statement.
In no case shall the Advisors indemnity in favor of the Subadvisor or any affiliated person or controlling person of the Subadvisor, or any other provision of this Agreement, be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
(b) The Subadvisor agrees to indemnify and hold harmless the Advisor, its officers and directors, and any person who controls the Advisor, within the meaning of Section 15 of the 1933 Act, from and against any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by Advisor resulting from (i) the Subadvisors breach of its duties under this Agreement, (ii) willful misfeasance, bad faith, reckless disregard or gross negligence on the part of the Subadvisor or any of its officers, directors or employees in the performance of the Subadvisors duties and obligations under this Agreement or (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or Statement of Additional Information, as amended or supplemented from time to time relating to the Series or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon written information furnished by the Subadvisor to the Advisor, the Fund or any affiliated person of the Advisor or the Fund expressly for use in the Funds registration statement, or upon verbal information confirmed by the Subadvisor in writing expressly for use in the Funds registration statement; or (iv) to the extent of, and as a result of, the failure of the Subadvisor to execute, or cause to be executed, portfolio transactions with respect to the Assets of the Series according to the standards and requirements of the 1934 Act, the 1940 Act and the Advisers Act.
In no case shall the Subadvisors indemnity in favor of the Advisor or any affiliated person or controlling person of the Advisor, or any other provision of this Agreement, be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
| 12. | Insurance . The Subadvisor shall, during the term of this Agreement, at its own expense, maintain adequate liability and errors and omissions insurance coverage to the reasonable satisfaction of the Advisor. |
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| 13. | No Personal Liability . Reference is hereby made to the Declaration of Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law. The name The Phoenix Edge Series Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the Fund estate under said Declaration of Fund is liable. Without limiting the generality of the foregoing, neither the Subadvisor nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the Fund estate. |
| 14. | Confidentiality . Subject to the duty of the Advisor or Subadvisor to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Series and the actions of the Subadvisor and the Fund in respect thereof. It is understood that any information or recommendation supplied by the Subadvisor in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Advisor, the Fund or such persons as the Advisor may designate in connection with the Series. It is also understood that any information supplied to the Subadvisor in connection with the performance of its obligations hereunder, particularly, but not limited to, any list of investments which, on a temporary basis, may not be bought or sold for the Series, is to be regarded as confidential and for use only by the Subadvisor in connection with its obligation to provide investment advice and other services to the Series. The parties acknowledge and agree that all nonpublic personal information with regard to shareholders in the Series shall be deemed proprietary information of the Advisor, and that the Subadvisor shall use that information solely in the performance of its duties and obligations under this Agreement and shall takes reasonable steps to safeguard the confidentiality of that information. Further, the Subadvisor shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities pursuant to this Agreement including all means for the effecting of investment transactions. |
| 15. | Assignment . This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the 1940 Act. The Subadvisor shall provide the Advisor with reasonable advance written notice of any proposed change of control, as defined in Section 2(a)(9) of the 1940 Act, as will enable the Advisor to consider whether an assignment as defined in Section 2(a)(4) of the 1940 Act will occur and to take the steps it deems necessary. The understandings and obligations set forth in this Section shall survive the termination of this Agreement and shall be binding upon the Subadvisor and its successors. |
| 16. | Representations, Warranties and Agreements of the Subadvisor . The Subadvisor represents, warrants and agrees that: |
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(a) It is registered as an investment advisor under the Advisers Act and will maintain such status so long as this Agreement remains in effect.
(b) It shall comply with any other applicable federal or state requirements, and the applicable requirements of any regulatory or self-regulatory agency, necessary to be met for its performance of the services contemplated by this Agreement so long as this Agreement remains in effect.
(c) It is not prohibited by the 1940 Act, the Advisers Act or other applicable federal or state law from performing the services contemplated by this Agreement.
(d) It is duly organized and validly existing under the laws of the State in which it was organized with the power to own and posses its assets and carry on its business as it is now being conducted.
(e) It has the power and has taken all necessary action, and has obtained all necessary licenses, authorizations and approvals, to execute this Agreement, which Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, to enter into and perform the services contemplated by this Agreement; and the execution, delivery and performance by it of this Agreement does not contravene or constitute a default under any agreement binding upon it.
(f) It will promptly notify the Advisor of the occurrence of any event that would disqualify it from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
(g) It has a written code of ethics complying with the requirements of Rule 17j-l under the 1940 Act and Rule 204A-1 of the Advisers Act and will provide the Advisor with a copy of the code of ethics and evidence of its adoption. The Subadvisor acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund (the Code of Ethics). It will not be subject to the Code of Ethics during the term of this Agreement so long as its code of ethics complies with applicable regulatory requirements and has been approved by the Trustees. Within 15 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadvisor shall certify to the Fund and to the Advisor that the Subadvisor has complied with the requirements of Rules 17j-l and 204A-1 of the Advisers Act during the previous calendar quarter and that there has been no violation of its code of ethics, or the Code of Ethics, as the case may be, 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 all other records relevant to the Subadvisors code of ethics as may be reasonably requested by the Advisor or Trustees from time to time.
(h) It will use all necessary efforts to manage the Assets of the Series so that it will satisfy the diversification and minimum good income requirements of Subchapter M and the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.
8
(i) It has furnished a true and complete copy of its registration statement as filed with the Securities and Exchange Commission (the Commission) on Form ADV to the Advisor and will furnish promptly such updated copies of its registration statement or amendments thereto as are filed with the Commission from time to time.
(j) It will furnish to the Advisor true and complete copies of reports or other documents as may be reasonably requested by the Advisor in connection with the performance of the Subadvisors duties and obligations under this Agreement.
(k) It will be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Assets of the Series in accordance with the requirements thereunder.
(l) It will furnish or otherwise make available to the Advisor such other information relating to the business affairs of the Subadvisor or the management of the Series as the Advisor at any time, or from time to time, reasonably requests in connection with the Advisors or Subadvisors performance of its respective obligations hereunder; subject, however, to the Subadvisors right to retain all such records as the Subadvisor is required to maintain under the Advisers Act and the rules and regulations promulgated thereunder; provided, further, that the Fund and the Advisor shall be entitled to make and maintain copies of any records so retained by the Subadvisor.
(m) It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Advisers Act and the Rules thereunder, the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadvisor agrees that such records are the property of the Fund, and will be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either.
(n) The Subadvisor hereby warrants and represents that it will provide the requisite certifications requested by the chief executive office and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR as required under the Sarbanes-Oxley Act of 2002 in substantially the form presented in Schedule E attached hereto and made a part hereof.
(o) It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadvisor and its supervised persons, and, to the extent the activities of the Subadvisor in respect to the Fund could affect the Fund, by the Fund, of federal securities laws (as defined in Rule 38a-1 under the Act), and that the Subadvisor has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information requested by the Fund. The Subadvisor agrees to cooperate with periodic reviews by the Funds compliance personnel of the Subadvisors policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Subadvisors policies and procedures, compliance by the Subadvisor with federal securities laws and related matters and the Funds compliance personnel may reasonably request. The Subadvisor
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agrees to promptly notify the Advisor of any material compliance violations which affect the Series.
| 17. | Representations, Warranties and Agreements of the Advisor . The Advisor represents, warrants and agrees that: |
(a) It is registered as an investment advisor under the Advisers Act.
(b) It shall continue to meet any other applicable federal or state requirements, or the applicable requirements of any regulatory or self-regulatory agency, necessary to be met for its performance of the services contemplated by this Agreement so long as this Agreement remains in effect.
(c) It is not prohibited by the 1940 Act, the Advisers Act or other applicable federal or state law from performing the services contemplated by this Agreement.
(d) It is duly organized and validly existing under the laws of the State in which it was organized with the power to own and posses its assets and carry on its business as it is now being conducted.
(e) It has the power and has taken all necessary action, and has obtained all necessary licenses, authorizations and approvals, to execute this Agreement, which Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, to enter into and perform the services contemplated by this Agreement; and the execution, delivery and performance by it of this Agreement does not contravene or constitute a default under any agreement binding upon it.
(f) It has delivered, or will before the effective date of this Agreement deliver, to the Subadvisor true and complete copies of (i) the Prospectus, (ii) the Declaration of Trust, and (iii) such other documents or instruments governing the investments and investment policies and practices of the Series applicable to the Subadvisors duties and obligations hereunder, and during the term of this Agreement will promptly deliver to the Subadvisor true and complete copies of all documents and instruments supplementing, amending, or otherwise becoming such documents or instruments before or at the time they become effective.
(g) It will furnish or otherwise make available to the Subadvisor such other information relating to the business affairs of the Fund as the Subadvisor at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.
| 18. | Representations, Warranties and Agreements of the Fund . By their approval of this Agreement the Trustees represent, warrant and agree that: |
(a) The Fund is not prohibited by the 1940 Act or other applicable federal or state law from performing their obligations under this Agreement.
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(b) The Fund is duly organized and validly existing under the laws of the State in which it was organized with the power to own and posses its assets and carry on its business as it is now being conducted.
(c) The Fund has taken all necessary action, and have obtained all necessary licenses, authorizations and approvals, to permit the Fund to enter into this Agreement, which Agreement constitutes the Funds legal, valid and binding obligation, enforceable in accordance with its terms; and the execution, delivery and performance by the Fund of this Agreement does not contravene or constitute a default under any agreement binding upon the Fund.
| 19. | Reports . The Subadvisor shall provide the Advisor and the Trustees such periodic and special reports as the Advisor may reasonably request. The Subadvisor agrees that such records are the property of the Fund, and shall be made reasonably available for inspections, and by the Fund or by the Advisor as agent of the Fund, and promptly upon request surrendered to either. Without limiting the generality of the foregoing, the parties agree and acknowledge that the Subadvisor shall provide the following items: |
(a) Quarterly reports, in form and substance acceptable to the Advisor, including but not limited to reports with respect to: (i) compliance with the Subadvisors code of ethics; (ii) compliance with procedures adopted from time to time by the Trustees relative to securities eligible for resale pursuant to Rule 144A under the 1933 Act; (iii) diversification of the Assets of the Series assets in accordance with the then governing laws and prevailing Prospectus pertaining to the Series; (iv) compliance with governing Fund policies and restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered illiquid for the purposes of complying with the Series limitation on acquisition of illiquid securities; (v) cross transactions conducted pursuant to Rule 17a-7 under the 1940 Act; (vi) allocations of brokerage transactions along with descriptions of the bases for those allocations and the receipt and treatment of brokerage and research services received, as may be requested to ensure compliance with Section 28(e) of the 1934 Act; (vii) any and all other reports reasonably requested in accordance with or described in this Agreement; and, (viii) the implementation of the Assets of the Series investment program, including, without limitation, analyses of Series performance pertaining to the Assets of the Series;
(b) Annual or other periodic reports, in form and substance acceptable to the Advisor, including but not limited reports with respect to: (i) analyses of Series performance pertaining to the Assets of the Series; (ii) disclosure related to the portfolio management of the Assets of the Series and the Subadvisor as may be contained in the Prospectus or marketing materials as amended, supplemented or otherwise updated from time to time; and (iii) foreign custody arrangements as governed by Rule 17f-7 under the 1940 Act; (iv) compliance with the Subadvisors code of ethics pursuant to Rule 17j-1; and (v) such compliance certifications as may be reasonably requested.
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(c) The parties acknowledge and agree that the Subadvisor is authorized to supply the Funds independent accountants, PricewaterhouseCoopers LLP, or any successor accountant for the Fund, any reasonable information that they may request in connection with the Fund.
In addition, the Subadvisor shall immediately notify and forward to both the Advisor and legal counsel for the Series whose identity has been provided to the Subadvisor any legal process served upon it on behalf of the Advisor or the Fund. The Subadvisor shall promptly notify the Advisor of any changes in any information concerning the Subadvisor of which the Subadvisor becomes aware that is or would be required to be disclosed in the Funds registration statement.
| 20. | Proxies and Class Actions . The Subadvisor shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the Assets. Unless the Advisor or the Fund gives the Subadvisor written instructions to the contrary, the Subadvisor will, in compliance with the proxy voting policy and procedures adopted by the Subadvisor, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which the Assets of the Series may be invested. The Advisor shall cause the Custodian to forward promptly to the Subadvisor all such proxies upon receipt, so as to afford the Subadvisor a reasonable amount of time in which to determine how to vote such proxies. The Subadvisor agrees to provide the Advisor in a timely manner with quarterly proxy voting reports containing a record of votes cast containing all of the voting information required by Form N-PX. The Subadvisor will not advise or act on behalf of the Series to file Form N-PX as required by Rule 30b1-4 under the Act. The Subadvisor will not advise or act on behalf of the Series in regards to class action filings, with respect to any securities held by the Series. |
| 21. | Valuation of Assets and Related Recordkeeping . The Subadvisor shall assist the recordkeeping agent for the Fund in determining or confirming the value of any securities or other assets pertaining to the Assets of 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. |
| 22. | Amendment . This Agreement may be amended at any time, but only by written agreement between the Subadvisor and the Advisor, which amendment, other than amendments to Schedule A, B, C, D or E, is subject to the approval of the Trustees and the Shareholders of the Fund as and to the extent required by the 1940 Act. |
| 23. | Effective Date; Term . This Agreement shall become effective on the date set forth on the first page of this Agreement. Unless terminated as hereinafter provided, this Agreement shall remain in full force and effect until December 31, 2009, and thereafter only so long as its continuance has been specifically approved at least annually in accordance with Sections 15(a) and (c) of the 1940 Act and the Rules promulgated thereunder. |
| 24. |
Notices . Except as otherwise provided in this Agreement, all notices or other communications required of permitted to be given hereunder shall be in writing and shall |
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be delivered or sent by (i) confirmed facsimile, (ii) registered, certified or overnight mail, or (iii) a nationally recognized overnight courier, to the following addresses or to such other address as the relevant addressee shall hereafter notify for such purpose to the other by notice in writing and shall be deemed to have been given at the time of delivery. |
| 25. | Termination . This Agreement may be terminated by any 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 any party hereto to the other party. |
| 26. | Use of Subadvisors Name . Subadvisor hereby grants to the Fund and Advisor a non-exclusive, royalty-free, worldwide license to use the subadvisors name and logo in any and all promotional materials, prospectuses and registration statements during the term of this Agreement. The Fund shall furnish, or shall cause to be furnished, to the subadvisor or its designee, each piece of sales literature or other promotional material in which the subadvisor is named, at least ten (10) business days prior to its use. The subadvisor shall be permitted to review and approve the material in written or electronic form prior to such printing. No such material shall be used if the subadvisor or its designee reasonably objects to such use within ten (10) business days after receipt of this material, such approval, may not be unreasonably withheld. |
| 27. | Applicable Law . To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of New York, without giving effect to the conflicts of laws principles thereof. |
| 28. |
Severability . If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be |
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affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. |
| 29. | Certifications . The Subadvisor hereby warrants and represents that it will provide the requisite certifications requested by the Chief Executive Officer and the Chief Financial Officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-SAR as required under the Sarbanes-Oxley Act of 2002. |
| 30. | Entire Agreement . This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. |
| 31. | Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all such counterparts shall constitute a single instrument. |
| THE PHOENIX EDGE SERIES FUND | ||
| By: |
/s/ Kathleen A. McGah |
|
| Name: | Kathleen A. McGah | |
| Title: | Vice President and Secretary | |
| PHOENIX VARIABLE ADVISORS, INC. | ||
| By: |
/s/ John H. Beers |
|
| Name: | John H. Beers | |
| Title: | Vice President and Secretary | |
ACCEPTED:
| NEUBERGER BERMAN MANAGEMENT LLC | ||
| By: |
/s/ Robert Conti |
|
| Name: | Robert Conti | |
| Title: | MD | |
| SCHEDULES: |
A. Operational Procedures |
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B. Records to be Maintained by the Subadvisor |
||
|
C. Subadvisory Fee |
||
|
D. Subadvisor Functions |
||
|
E. Form of Sub-Certification |
||
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SCHEDULE A
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of information to be supplied by the Subadvisor to State Street Bank and Trust Company (the Custodian) and PNC Global Investment Servicing (the Sub-Accounting Agent) for the Fund.
The Subadvisor must furnish the Custodian and Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5:00 p.m. (Eastern time) on the day of the trade (confirmation received from broker). The necessary information can be sent electronically or via facsimile machine to the Custodian and the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following:
| 1. | Purchase or sale; |
| 2. | Security name; |
| 3. | Security identifier (e.g., CUSIP), if applicable; |
| 4. | Number of shares and sales price per share; |
| 5. | Executing broker; |
| 6. | Settlement instructions for foreign trades; clearing and executing broker for domestic trades; |
| 7. | Trade date; |
| 8. | Settlement date; |
| 9. | Aggregate commission or if a net trade; |
| 10. | Interest purchased or sold from interest bearing security; |
| 11. | Other fees; |
| 12. | Net proceeds of the transaction; |
| 13. | Exchange where trade was executed; |
| 14. | Currency for foreign trades; |
| 15. | Ticker symbol for domestic trades; and |
| 16. | Identified tax lot (if applicable). |
When opening accounts with brokers for, and in the name of, the Series, the account must be a cash account. No margin accounts are to be maintained in the name of the Series. Delivery instructions are as specified by the Custodian. The Custodian and Sub-Accounting Agent will supply the Subadvisor daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection report, which shall include cash detail and pending trades. This will normally be done by electronically or via facsimile machine by confirmed facsimile or confirmed electronic transmission so that the Subadvisor will know the amount available for investment purposes.
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SCHEDULE B
RECORDS TO BE MAINTAINED BY THE SUBADVISOR
| 1. | (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series purchases and sales, given by the Subadvisor on behalf of the Series for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include: |
| A. | The name of the broker; |
| B. | The terms and conditions of the order and of any modifications or 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 placed by the Subadvisor to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record: |
| A. | Shall include the consideration given to: |
| (i) | The sale of shares of the Fund by brokers or dealers. |
| (ii) | The supplying of services or benefits by brokers or dealers to: |
| (a) | The Fund, |
| (b) | The Advisor, |
| (c) | The Subadvisor, and |
| (d) | Any person other than the foregoing. |
| (iii) | Any other consideration other than the technical qualifications of the brokers and dealers as such. |
| B. | Shall show the nature of the services or benefits made available. |
| C. | Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation. |
| D. | The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation. |
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| 3. | (Rule 31a-(b)(10)) A records in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization. * |
| 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 Subadvisors transactions for the Series. |
| * | Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendation; i.e., buy, sell, hold) or any internal reports or subadvisor review. |
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SCHEDULE C
SUBADVISORY FEE
For services provided to the Fund, the Advisor will pay to the Subadvisor, on or before the 10th day of each month, a fee, payable in arrears, at the annual rate stated below.
The fees shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadvisor, the net asset value of the Fund and each Series shall be valued as set forth in the then current registration statement of the Fund.
|
Name of Series: |
Annual Subadvisory Fee Rate |
|
|
Phoenix Mid-Cap Growth Series |
0.425% on the first $500 million of average net assets | |
| 0.40% on average net assets in excess of $500 million |
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SCHEDULE D
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, all as set forth in the Objectives and Policies; |
| (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 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 Objectives and Policies and governing laws; (iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered illiquid for the purposes of complying with the Series limitation on acquisition of illiquid securities included in the Objectives and Policies; (v) any and all other reports reasonably requested in accordance with or described in this Agreement; and (vi) the implementation of the Series investment program, including, without limitation, analysis of Series performance; |
| (d) | Promptly after filing with the Securities and Exchange Commission an amendment to its Form ADV, a copy of such amendment to the Advisor and the Trustees; |
| (e) | Attendance by appropriate representatives of the Subadvisor at meetings requested by the Advisor or Trustees at such time(s) and location(s) as reasonably requested by the Advisor or Trustees; and |
| (f) | Notice to the Trustees and the Advisor of the occurrence of any event which would disqualify the Subadvisor from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. |
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SCHEDULE E
FORM OF SUB-CERTIFICATION
| To: | ||||||
| Re: | Form N-CSR Certification for the [Name of Series]. | |||||
| From: | [Name of Subadvisor] | |||||
Representations in support of Investment Company Act Rule 30b1-5 certifications of Form N-CSR.
[Name of Series].
In connection with your certification responsibility under Rule 30b1-5 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented for the period ended [Date of Reporting Period] (the Reports) which forms part of the N-CSR for the Series.
Schedule of Investments (the Reports)
Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.
In addition, our organization has:
| a. | Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual funds. |
| b. | In addition, to the best of my knowledge there has been no fraud, whether, or not material, that involves our organizations management or other employees who have a significant role in our organizations control and procedures as they relate to our duties as Subadvisor to the Series. |
I have read the draft of the Reports which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such drafts of the Reports do not, with respect to the Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Reports.
I have disclosed, based on my most recent evaluation, to the Series Chief Accounting Officer:
| a. | All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadvisors internal controls and procedures which could adversely affect the Advisors ability to record, process, summarize and report financial data in a timely fashion; |
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| b. | Any fraud, whether or not material, that involves the Subadvisors management or other employees who have significant role in the Subadvisors internal controls and procedures for financial reporting. |
I certify that to the best of my knowledge:
| a. | The Subadvisors portfolio manager has complied with the restrictions and reporting requirements of the Subadvisors Code of Ethics (the Code). |
| b. | The Subadvisor has complied with the Prospectus and Statement of Additional Information of the Series and the Policies and Procedures of the Series as adopted by the Board of Trustees. |
| c. | I have no knowledge of any compliance violations with respect to the Series except as disclosed in writing to the Phoenix Compliance Department by me or by the Subadvisors compliance officer. |
| d. | The Subadvisor has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadvisor with respect to the Series as outlined above. |
This certification relates solely to the Series named above and may not be relied upon by any other fund or entity.
The Subadvisor does not maintain the official books and records of the above Series. The Subadvisors records are based on its own portfolio management system, a record-keeping system that is not intended to service as the Funds official accounting system. The Subadvisor is not responsible for the preparation of the Reports.
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| [Name of Authorized Signature] | Date |
21
Exhibit 28(d)2(3)
Subadvisory Agreement between Westwood Management Corp. and Phoenix Variable Advisors, Inc.
on behalf of Phoenix Small-Cap Value Series
SUBADVISORY AGREEMENT
THE PHOENIX EDGE SERIES FUND
PHOENIX SMALL-CAP VALUE SERIES
Westwood Management Corp.
200 Crescent Court, Suite 1200
Dallas, Texas 75201
AGREEMENT made as of the 1st day of May, 2009 between Phoenix Variable Advisors, Inc. (the Advisor), a corporation organized under the laws of the State of Delaware, and Westwood Management Corp. (the Subadvisor), a corporation organized under the laws of the State of New York.
WHEREAS, The Phoenix Edge Series Fund (the Fund) is a diversified open-end investment company of the series type registered under the Investment Company Act of 1940, as amended, (the 1940 Act); and
WHEREAS, the shares of the Fund may be offered in one or more separate series, including the Phoenix Small-Cap Value Series (the Series); and
WHEREAS, the Advisor has entered into an Investment Advisory Agreement (Advisory Agreement) with the Fund pursuant to which the Advisor acts as investment advisor to the Fund on behalf of one or more separate series of the Fund, including the Series; and
WHEREAS, pursuant to the Advisory Agreement, the Advisor renders certain investment advisory services to the Fund on behalf of the Series, including providing general oversight of the Series, and evaluating, recommending and monitoring one or more registered investment advisors to serve as subadvisor to the Series; and
WHEREAS, the Advisor desires, with the approval of the Trustees of the Fund (the Trustees), to retain Subadvisor to furnish portfolio management services for the Series; and
WHEREAS, the Subadvisor is willing to furnish such services on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the Advisor and the Subadvisor agree as follows:
| 1. | Employment as a Subadvisor . The Advisor, being duly authorized, hereby appoints the Subadvisor to serve as subadvisor with regard to the assets of the Series (the Assets), subject to the terms and conditions set forth in this Agreement. |
| 2. |
Acceptance of Employment; Standard of Performance . The Subadvisor accepts such appointment to serve as subadvisor of the Assets and agrees to use its best professional judgment to make investment decisions and provide related services for the Assets of the Series in accordance with the terms and conditions set forth in this Agreement and as set forth in Schedule D attached hereto and made a part hereof. The parties acknowledge and agree that the services of the Subadvisor hereunder are not deemed exclusive and that accordingly, the Subadvisor may render services to others so long as those services do |
1
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not conflict in any material manner with the Subadvisors performance of its duties and obligations pursuant to this Agreement. |
| 3. | Services of Subadvisor . Subject to the general oversight of the Advisor and the Trustees, the Subadvisor shall manage all of the Assets of the Series entrusted to it under this Agreement, including the purchase, retention, and disposition of assets, securities, and other property, and shall carry out all of its duties and obligations under this Agreement, according to the following terms and conditions: |
(a) At all times in performing its duties and obligations under this Agreement, the Subadvisor shall act in conformity with the following requirements: (i) the investment objectives, policies and restrictions of the Fund as they apply to the Assets of the Series and as set forth in the Funds then current prospectus and statement of additional information, as amended or supplemented from time to time, (collectively, the Prospectus); (ii) the Funds Agreement and Declaration of Trust, dated February 18, 1986, establishing the Fund, as may be amended from time to time, (Declaration of Trust); (iii) the 1940 Act, the Investment Advisers Act of 1940, as amended (the Advisers Act), the Securities Act of 1933, as amended, (the 1933 Act) and the Securities Exchange Act of 1934, as amended, (the 1934 Act) and the rules and regulations thereunder; (iv) the Internal Revenue Code of 1986, as amended, (the Code) and the rules and regulations thereunder, including but not limited to the requirements for adequate diversification under Section 817(h) of the Code, for treatment by the Series as a regulated investment company under sub-chapter M of the Code, and for avoiding payment of any excise tax under Section 4982 of the Code; (v) all other applicable federal and state laws, as each may be amended from time to time; and (vi) and any resolutions as may be duly adopted by the Trustees from time to time and any instructions and procedures of the Advisor, and, in either case, furnished to the Subadvisor (collectively, these requirements are referred to herein as the Investment Requirements).
(b) The Subadvisor shall furnish a continuous investment program and shall determine what portfolio investments will be purchased, retained, or sold by the Series with regards to the Assets of the Series in conformity with the Prospectus and other Investment Requirements.
(c) The Subadvisor shall effect all transactions and take all actions to implement the investment objectives and policies of the Series in accordance with this Agreement.
(d) The Subadvisor shall have full authority at all times with respect to the portfolio management of the Assets, including, but not limited to, the authority: (i) to give written or oral instructions to various broker/dealers, banks or other agents and to bind and obligate the Fund to and for the carrying out of contracts, arrangements, or transactions which shall be entered into by the Subadvisor on the Funds behalf with or through such broker/dealers, banks or other agents; (ii) to direct the purchase and sale of any securities; and (iii) to maintain such uninvested cash balances in the Assets of the
2
Series as it shall deem reasonable and appropriate without incurring any liability for the payment of interest thereon.
(e) The Subadvisor shall not, without the Advisors prior written approval, effect any transaction or take any action that would cause the Assets of the Series at the time of the transaction or action to be out of compliance with any of the Investment Requirements. The Subadvisor shall promptly inform the Fund and the Advisor of developments materially affecting (or reasonably expected to affect) the Assets of the Series, and will, on its own initiative, furnish the Fund and the Advisor from time to time with whatever information the Subadvisor believes is appropriate for this purpose.
(f) The Subadvisor shall send or make available appropriate representatives to/for regular or special meetings of the Fund as may be reasonably requested from time to time by the Advisor.
(g) The Subadvisor shall provide appropriate representatives to attend meetings requested by the Advisor at such time(s) and location(s) as are reasonably requested by the Advisor.
(h) The Subadvisor shall place all orders for the purchase or sale of securities or other investments for the Assets of the Series with brokers or dealers selected by the Subadvisor, as more fully specified below in Section 6 of this Agreement.
| 4. | Transaction Procedures . All transactions for the purchase or sale of securities or other investments for the Assets of 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 and/or other property due to or from the Assets of 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, except as described herein. The Subadvisor shall advise the Custodian and confirm in writing or by confirmed electronic transmission to the Fund all investment orders for the Assets of 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 A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadvisor. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadvisor shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian other than arrangements, acts, omissions or other conduct arising in reliance on instructions of the Subadvisor. |
| 5. |
Recordkeeping and Reporting . The Subadvisor shall maintain the records and information required by Rule 31a-1 under the 1940 Act described in Schedule B attached hereto, with respect to the Assets of the Series. In addition, the Subadvisor shall maintain such other records relating to the services the Subadvisor provides under this Agreement |
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as may be required in the future by applicable SEC and other applicable rules, and shall retain such information for such times and in such manner as required by applicable rules, including but not limited to Rule 31a-2 under the 1940 Act. The records maintained by the Subadvisor hereunder shall be the property of the Fund and shall be surrendered promptly upon request; subject, however, to the Subadvisors right to retain all such records as the Subadvisor is required to maintain under the Advisers Act and the rules and regulations promulgated thereunder; provided, further, that the Fund shall be entitled to make and maintain copies of any records so retained by request. |
| 6. | Allocation of Brokerage . The Subadvisor shall have authority and discretion to select brokers and dealers, including any brokers and dealers affiliated with the Subadvisor, to execute transactions initiated by the Subadvisor on behalf of the Series with regard to the Assets, and to select the markets on or in which the transactions will be executed, subject to the following limitations: |
(a) The Subadvisor shall at all times seek best-execution, as defined in Section 28(e)(1) of the 1934 Act.
(b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time.
(c) In placing orders for the sale and purchase of securities for the Assets of the Series, the Subadvisors 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 Series, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide best-execution on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services, as defined in Section 28(e)(3) of the 1934 Act, provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisors overall responsibilities with respect to its clients, including the Series, as to which the Subadvisor exercises investment discretion, notwithstanding that the Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Series a lower commission on the particular transaction.
| 7. | Prohibited Conduct . In providing the services described in this Agreement, the Subadvisor will not consult with any other investment advisory firm that the Subadvisor knows provides investment advisory services to any of the Funds series regarding transactions for the Fund in securities or other assets. In addition, the Subadvisor shall not, without the prior written consent of the Fund and the Advisor, delegate any obligations assumed pursuant to this Agreement to any affiliated or unaffiliated third party. |
| 8. |
Expenses . During the term of this Agreement, the Subadvisor shall bear all expenses incurred by it in connection with providing its services hereunder. Without limiting the |
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foregoing, the parties acknowledge and agree that the Subadvisor shall furnish at its own expense, or pay the expenses of the Advisor, for the following items: |
(a) Office facilities, including office space, furniture and equipment utilized by the Subadvisors employees in the fulfillment of its duties and obligations under this Agreement; and
(b) Personnel and services necessary to perform the functions required to manage the investment and reinvestment of the Assets (including those required for research, analysis, pricing, reporting, statistics, and investment), and to fulfill the other duties and obligations of the Subadvisor hereunder.
| 9. | Fees for Services . The compensation of the Subadvisor for its services under this Agreement shall be calculated and paid by the Advisor in accordance with the attached Schedule C. Pursuant to the Advisory Agreement between the Fund and the Advisor, the Advisor shall be solely responsible for the payment of fees to the Subadvisor. |
| 10. | Limitation of Liability . The Subadvisor shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, so long as such acts or omissions shall not have constituted a breach of the investment objectives, policies and restrictions applicable to the Assets of the Series and such acts or omissions shall not have resulted from the Subadvisors willful misfeasance, bad faith, reckless disregard or gross negligence, a violation of the standard of care established by and applicable to the Subadvisor in its actions under this Agreement or a breach of its duty or of its obligations hereunder (provided further, however, that the foregoing shall not be construed to protect the Subadvisor from liability under the 1940 Act, other federal or state securities laws or common law). |
| 11. | Indemnification . |
(a) The Advisor agrees to indemnify and hold harmless the Subadvisor, its officers and directors, and any person who controls the Subadvisor, within the meaning of Section 15 of the Securities Act of 1933, as amended (the 1933 Act), from and against any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by Subadvisor resulting from (i) the Advisors breach of any provision of this Agreement, (ii) willful misfeasance, bad faith, reckless disregard or gross negligence on the part of the Advisor or any of its officers, directors or employees in the performance of the Advisors duties and obligations under this Agreement or (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus and Statement of Additional Information, as amended or supplemented from time to time or promotional materials pertaining or relating to the Series or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made by the Fund other than in reliance upon written information furnished by the Subadvisor or any
5
affiliated person of the Subadvisor, expressly for use in the Funds registration statement or other than upon verbal information confirmed by the Subadvisor in writing expressly for use in the Funds registration statement.
In no case shall the Advisors indemnity in favor of the Subadvisor or any affiliated person or controlling person of the Subadvisor, or any other provision of this Agreement, be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
(b) The Subadvisor agrees to indemnify and hold harmless the Advisor, its officers and directors, and any person who controls the Advisor, within the meaning of Section 15 of the 1933 Act, from and against any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by Advisor resulting from (i) the Subadvisors breach of its duties under this Agreement, (ii) willful misfeasance, bad faith, reckless disregard or gross negligence on the part of the Subadvisor or any of its officers, directors or employees in the performance of the Subadvisors duties and obligations under this Agreement or (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or Statement of Additional Information, as amended or supplemented from time to time relating to the Series or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon written information furnished by the Subadvisor to the Advisor, the Fund or any affiliated person of the Advisor or the Fund expressly for use in the Funds registration statement, or upon verbal information confirmed by the Subadvisor in writing expressly for use in the Funds registration statement; or (iv) to the extent of, and as a result of, the failure of the Subadvisor to execute, or cause to be executed, portfolio transactions with respect to the Assets of the Series according to the standards and requirements of the 1934 Act, the 1940 Act and the Advisers Act.
In no case shall the Subadvisors indemnity in favor of the Advisor or any affiliated person or controlling person of the Advisor, or any other provision of this Agreement, be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
| 12. | Insurance . The Subadvisor shall, during the term of this Agreement, at its own expense, maintain adequate liability and errors and omissions insurance coverage to the reasonable satisfaction of the Advisor. |
| 13. |
No Personal Liability . Reference is hereby made to the Declaration of Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as |
6
|
required by law. The name The Phoenix Edge Series Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the Fund estate under said Declaration of Fund is liable. Without limiting the generality of the foregoing, neither the Subadvisor nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the Fund estate. |
| 14. | Confidentiality . Subject to the duty of the Advisor or Subadvisor to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Series and the actions of the Subadvisor and the Fund in respect thereof. It is understood that any information or recommendation supplied by the Subadvisor in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Advisor, the Fund or such persons as the Advisor may designate in connection with the Series. It is also understood that any information supplied to the Subadvisor in connection with the performance of its obligations hereunder, particularly, but not limited to, any list of investments which, on a temporary basis, may not be bought or sold for the Series, is to be regarded as confidential and for use only by the Subadvisor in connection with its obligation to provide investment advice and other services to the Series. The parties acknowledge and agree that all nonpublic personal information with regard to shareholders in the Series shall be deemed proprietary information of the Advisor, and that the Subadvisor shall use that information solely in the performance of its duties and obligations under this Agreement and shall takes reasonable steps to safeguard the confidentiality of that information. Further, the Subadvisor shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities pursuant to this Agreement including all means for the effecting of investment transactions. |
| 15. | Assignment . This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the 1940 Act. The Subadvisor shall provide the Advisor with reasonable advance written notice of any proposed change of control, as defined in Section 2(a)(9) of the 1940 Act, as will enable the Advisor to consider whether an assignment as defined in Section 2(a)(4) of the 1940 Act will occur and to take the steps it deems necessary. The understandings and obligations set forth in this Section shall survive the termination of this Agreement and shall be binding upon the Subadvisor and its successors. |
| 16. | Representations, Warranties and Agreements of the Subadvisor . The Subadvisor represents, warrants and agrees that: |
(a) It is registered as an investment advisor under the Advisers Act and will maintain such status so long as this Agreement remains in effect.
7
(b) It shall comply with any other applicable federal or state requirements, and the applicable requirements of any regulatory or self-regulatory agency, necessary to be met for its performance of the services contemplated by this Agreement so long as this Agreement remains in effect.
(c) It is not prohibited by the 1940 Act, the Advisers Act or other applicable federal or state law from performing the services contemplated by this Agreement.
(d) It is duly organized and validly existing under the laws of the State in which it was organized with the power to own and posses its assets and carry on its business as it is now being conducted.
(e) It has the power and has taken all necessary action, and has obtained all necessary licenses, authorizations and approvals, to execute this Agreement, which Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, to enter into and perform the services contemplated by this Agreement; and the execution, delivery and performance by it of this Agreement does not contravene or constitute a default under any agreement binding upon it.
(f) It will promptly notify the Advisor of the occurrence of any event that would disqualify it from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
(g) It has a written code of ethics complying with the requirements of Rule 17j-l under the 1940 Act and Rule 204A-1 of the Advisers Act and will provide the Advisor with a copy of the code of ethics and evidence of its adoption. The Subadvisor acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund (the Code of Ethics). It will not be subject to the Code of Ethics during the term of this Agreement so long as its code of ethics complies with applicable regulatory requirements and has been approved by the Trustees. Within 15 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadvisor shall certify to the Fund and to the Advisor that the Subadvisor has complied with the requirements of Rules 17j-l and 204A-1 of the Advisers Act during the previous calendar quarter and that there has been no violation of its code of ethics, or the Code of Ethics, as the case may be, 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 all other records relevant to the Subadvisors code of ethics as may be reasonably requested by the Advisor or Trustees from time to time.
(h) It will use all necessary efforts to manage the Assets of the Series so that it will satisfy the diversification and minimum good income requirements of Subchapter M and the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.
(i) It has furnished a true and complete copy of its registration statement as filed with the Securities and Exchange Commission (the Commission) on Form ADV
8
to the Advisor and will furnish promptly such updated copies of its registration statement or amendments thereto as are filed with the Commission from time to time.
(j) It will furnish to the Advisor true and complete copies of reports or other documents as may be reasonably requested by the Advisor in connection with the performance of the Subadvisors duties and obligations under this Agreement.
(k) It will be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Assets of the Series in accordance with the requirements thereunder.
(l) It will furnish or otherwise make available to the Advisor such other information relating to the business affairs of the Subadvisor or the management of the Series as the Advisor at any time, or from time to time, reasonably requests in connection with the Advisors or Subadvisors performance of its respective obligations hereunder; subject, however, to the Subadvisors right to retain all such records as the Subadvisor is required to maintain under the Advisers Act and the rules and regulations promulgated thereunder; provided, further, that the Fund and the Advisor shall be entitled to make and maintain copies of any records so retained by the Subadvisor.
(m) It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Advisers Act and the Rules thereunder, the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadvisor agrees that such records are the property of the Fund, and will be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either.
(n) The Subadvisor hereby warrants and represents that it will provide the requisite certifications requested by the chief executive office and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR as required under the Sarbanes-Oxley Act of 2002 in substantially the form presented in Schedule E attached hereto and made a part hereof.
(o) It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadvisor and its supervised persons, and, to the extent the activities of the Subadvisor in respect to the Fund could affect the Fund, by the Fund, of federal securities laws (as defined in Rule 38a-1 under the Act), and that the Subadvisor has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information requested by the Fund. The Subadvisor agrees to cooperate with periodic reviews by the Funds compliance personnel of the Subadvisors policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Subadvisors policies and procedures, compliance by the Subadvisor with federal securities laws and related matters and the Funds compliance personnel may reasonably request. The Subadvisor agrees to promptly notify the Advisor of any material compliance violations which affect the Series.
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| 17. | Representations, Warranties and Agreements of the Advisor . The Advisor represents, warrants and agrees that: |
(a) It is registered as an investment advisor under the Advisers Act.
(b) It shall continue to meet any other applicable federal or state requirements, or the applicable requirements of any regulatory or self-regulatory agency, necessary to be met for its performance of the services contemplated by this Agreement so long as this Agreement remains in effect.
(c) It is not prohibited by the 1940 Act, the Advisers Act or other applicable federal or state law from performing the services contemplated by this Agreement.
(d) It is duly organized and validly existing under the laws of the State in which it was organized with the power to own and posses its assets and carry on its business as it is now being conducted.
(e) It has the power and has taken all necessary action, and has obtained all necessary licenses, authorizations and approvals, to execute this Agreement, which Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, to enter into and perform the services contemplated by this Agreement; and the execution, delivery and performance by it of this Agreement does not contravene or constitute a default under any agreement binding upon it.
(f) It has delivered, or will before the effective date of this Agreement deliver, to the Subadvisor true and complete copies of (i) the Prospectus, (ii) the Declaration of Trust, and (iii) such other documents or instruments governing the investments and investment policies and practices of the Series applicable to the Subadvisors duties and obligations hereunder, and during the term of this Agreement will promptly deliver to the Subadvisor true and complete copies of all documents and instruments supplementing, amending, or otherwise becoming such documents or instruments before or at the time they become effective.
(g) It will furnish or otherwise make available to the Subadvisor such other information relating to the business affairs of the Fund as the Subadvisor at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.
| 18. | Representations, Warranties and Agreements of the Fund . By their approval of this Agreement the Trustees represent, warrant and agree that: |
(a) The Fund is not prohibited by the 1940 Act or other applicable federal or state law from performing their obligations under this Agreement.
(b) The Fund is duly organized and validly existing under the laws of the State in which it was organized with the power to own and posses its assets and carry on its business as it is now being conducted.
10
(c) The Fund has taken all necessary action, and have obtained all necessary licenses, authorizations and approvals, to permit the Fund to enter into this Agreement, which Agreement constitutes the Funds legal, valid and binding obligation, enforceable in accordance with its terms; and the execution, delivery and performance by the Fund of this Agreement does not contravene or constitute a default under any agreement binding upon the Fund.
| 19. | Reports . The Subadvisor shall provide the Advisor and the Trustees such periodic and special reports as the Advisor may reasonably request. The Subadvisor agrees that such records are the property of the Fund, and shall be made reasonably available for inspections, and by the Fund or by the Advisor as agent of the Fund, and promptly upon request surrendered to either. Without limiting the generality of the foregoing, the parties agree and acknowledge that the Subadvisor shall provide the following items: |
(a) Quarterly reports, in form and substance acceptable to the Advisor, including but not limited to reports with respect to: (i) compliance with the Subadvisors code of ethics; (ii) compliance with procedures adopted from time to time by the Trustees relative to securities eligible for resale pursuant to Rule 144A under the 1933 Act; (iii) diversification of the Assets of the Series assets in accordance with the then governing laws and prevailing Prospectus pertaining to the Series; (iv) compliance with governing Fund policies and restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered illiquid for the purposes of complying with the Series limitation on acquisition of illiquid securities; (v) cross transactions conducted pursuant to Rule 17a-7 under the 1940 Act; (vi) allocations of brokerage transactions along with descriptions of the bases for those allocations and the receipt and treatment of brokerage and research services received, as may be requested to ensure compliance with Section 28(e) of the 1934 Act; (vii) any and all other reports reasonably requested in accordance with or described in this Agreement; and, (viii) the implementation of the Assets of the Series investment program, including, without limitation, analyses of Series performance pertaining to the Assets of the Series;
(b) Annual or other periodic reports, in form and substance acceptable to the Advisor, including but not limited reports with respect to: (i) analyses of Series performance pertaining to the Assets of the Series; (ii) disclosure related to the portfolio management of the Assets of the Series and the Subadvisor as may be contained in the Prospectus or marketing materials as amended, supplemented or otherwise updated from time to time; and (iii) foreign custody arrangements as governed by Rule 17f-7 under the 1940 Act; (iv) compliance with the Subadvisors code of ethics pursuant to Rule 17j-1; and (v) such compliance certifications as may be reasonably requested.
(c) The parties acknowledge and agree that the Subadvisor is authorized to supply the Funds independent accountants, PricewaterhouseCoopers LLP, or any successor accountant for the Fund, any reasonable information that they may request in connection with the Fund.
In addition, the Subadvisor shall immediately notify and forward to both the Advisor and legal counsel for the Series whose identity has been provided to the Subadvisor any legal
11
process served upon it on behalf of the Advisor or the Fund. The Subadvisor shall promptly notify the Advisor of any changes in any information concerning the Subadvisor of which the Subadvisor becomes aware that is or would be required to be disclosed in the Funds registration statement.
| 20. | Proxies and Class Actions . The Subadvisor shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the Assets. Unless the Advisor or the Fund gives the Subadvisor written instructions to the contrary, the Subadvisor will, in compliance with the proxy voting policy and procedures adopted by the Subadvisor, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which the Assets of the Series may be invested. The Advisor shall cause the Custodian to forward promptly to the Subadvisor all such proxies upon receipt, so as to afford the Subadvisor a reasonable amount of time in which to determine how to vote such proxies. The Subadvisor agrees to provide the Advisor in a timely manner with quarterly proxy voting reports containing a record of votes cast containing all of the voting information required by Form N-PX. The Subadvisor will not advise or act on behalf of the Series to file Form N-PX as required by Rule 30b1-4 under the Act. The Subadvisor will not advise or act on behalf of the Series in regards to class action filings, with respect to any securities held by the Series. |
| 21. | Valuation of Assets and Related Recordkeeping . The Subadvisor shall assist the recordkeeping agent for the Fund in determining or confirming the value of any securities or other assets pertaining to the Assets of 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. |
| 22. | Amendment . This Agreement may be amended at any time, but only by written agreement between the Subadvisor and the Advisor, which amendment, other than amendments to Schedule A, B, C, D or E, is subject to the approval of the Trustees and the Shareholders of the Fund as and to the extent required by the 1940 Act. |
| 23. | Effective Date; Term . This Agreement shall become effective on the date set forth on the first page of this Agreement. Unless terminated as hereinafter provided, this Agreement shall remain in full force and effect until December 31, 2010, and thereafter only so long as its continuance has been specifically approved at least annually in accordance with Sections 15(a) and (c) of the 1940 Act and the Rules promulgated thereunder. |
| 24. | Notices . Except as otherwise provided in this Agreement, all notices or other communications required of permitted to be given hereunder shall be in writing and shall be delivered or sent by (i) confirmed facsimile, (ii) registered, certified or overnight mail, or (iii) a nationally recognized overnight courier, to the following addresses or to such other address as the relevant addressee shall hereafter notify for such purpose to the other by notice in writing and shall be deemed to have been given at the time of delivery. |
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| If to the Advisor: | PHOENIX VARIABLE ADVISORS, INC. | |
| One American Row | ||
| Hartford, Connecticut 06102 | ||
| Attention: Doreen A. Bonner, Vice President and Chief Compliance Officer | ||
| Telephone: (860) 403-5456 | ||
| Facsimile: (860) 403-7203 | ||
| Email: Doreen.Bonner@phoenixwm.com | ||
| If to the Subadvisor: | WESTWOOD MANAGEMENT CORP. | |
| 200 Crescent Court, Suite 1200 | ||
| Attention: Brian O. Casey | ||
| Telephone: 214-756-6900 | ||
| Facsimile: 214-756-6979 | ||
| Email: bcasey@westwoodgroup.com | ||
| 25. | Termination . This Agreement may be terminated by any 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 any party hereto to the other party. |
| 26. | Use of Subadvisors Name. |
a) The Subadvisor hereby grants to the Fund and the Advisor a non-exclusive, royalty-free, non-transferable worldwide license to use the Subadvisors name and the Subadvisors logo (collectively, the Name) in any and all promotional materials, prospectuses and registration statements for the purpose of advertising, promoting and registering the Fund during the term of this Agreement. The Fund shall furnish, or shall cause to be furnished, to the Subadvisor or its designee, each piece of sales literature or other promotional material in which the Subadvisor is named or the Name used, at least ten (10) business days prior to its use. The Subadvisor shall be permitted to review and approve the material in written or electronic form prior to such printing. No such material shall be used if the subadvisor or its designee reasonably objects to such use within ten (10) business days after receipt of this material, such approval, may not be unreasonably withheld. All rights in and to the Name not expressly granted under this Section 26(a) are reserved by the Subadvisor
b) All use of the Name by the Advisor and the Fund, and the nature and quality of the Fund, and the promotional materials, prospectuses, registration statements, and uses of the Name, are subject to, and shall comply with, the Subadvisors quality control standards and requirements. The Subadvisor may periodically inspect the Advisors and the Funds operations to ensure compliance with such quality control standards and requirements and the terms and conditions of this Agreement after providing the Advisor or the Fund with reasonable advance notice.
c) The Advisor and the Fund each agree to give notice to the Subadvisor of any infringement of the Name that comes to its attention and cooperate reasonably with
13
the Subadvisor when and as requested by the Subadvisor in preventing and stopping any such infringement, but otherwise not to take any action against any infringer
| 27. | Applicable Law . To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of New York, without giving effect to the conflicts of laws principles thereof. |
| 28. | Severability . If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. |
| 29. | Certifications . The Subadvisor hereby warrants and represents that it will provide the requisite certifications requested by the Chief Executive Officer and the Chief Financial Officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-SAR as required under the Sarbanes-Oxley Act of 2002. |
| 30. | Entire Agreement . This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. |
| 31. | Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all such counterparts shall constitute a single instrument. |
| THE PHOENIX EDGE SERIES FUND | ||
| By: |
/s/ Philip K. Polkinghorn |
|
| Name: | Philip K. Polkinghorn | |
| Title: | President | |
| PHOENIX VARIABLE ADVISORS, INC. | ||
| By: |
/s/ John H. Beers |
|
| Name: | John H. Beers | |
| Title: | Vice President and Secretary | |
ACCEPTED:
| WESTWOOD MANAGEMENT CORP. | ||
| By: |
/s/ Brian O. Casey |
|
| Name: | Brian O. Casey | |
| Title: | President & CEO | |
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|
SCHEDULES: |
A. Operational Procedures |
|
|
B. Records to be Maintained by the Subadvisor |
||
|
C. Subadvisory Fee |
||
|
D. Subadvisor Functions |
||
|
E. Form of Sub-Certification |
||
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SCHEDULE A
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of information to be supplied by the Subadvisor to State Street Bank and Trust Company (the Custodian) and PNC Global Investment Servicing (the Sub-Accounting Agent) for the Fund.
The Subadvisor must furnish the Custodian and Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5:00 p.m. (Eastern time) on the day of the trade (confirmation received from broker). The necessary information can be sent electronically or via facsimile machine to the Custodian and the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following:
| 1. | Purchase or sale; |
| 2. | Security name; |
| 3. | Security identifier (e.g., CUSIP), if applicable; |
| 4. | Number of shares and sales price per share; |
| 5. | Executing broker; |
| 6. | Settlement instructions for foreign trades; clearing and executing broker for domestic trades; |
| 7. | Trade date; |
| 8. | Settlement date; |
| 9. | Aggregate commission or if a net trade; |
| 10. | Interest purchased or sold from interest bearing security; |
| 11. | Other fees; |
| 12. | Net proceeds of the transaction; |
| 13. | Exchange where trade was executed; |
| 14. | Currency for foreign trades; |
| 15. | Ticker symbol for domestic trades; and |
| 16. | Identified tax lot (if applicable). |
When opening accounts with brokers for, and in the name of, the Series, the account must be a cash account. No margin accounts are to be maintained in the name of the Series. Delivery instructions are as specified by the Custodian. The Custodian and Sub-Accounting Agent will supply the Subadvisor daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection report, which shall include cash detail and pending trades. This will normally be done by electronically or via facsimile machine by confirmed facsimile or confirmed electronic transmission so that the Subadvisor will know the amount available for investment purposes.
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SCHEDULE B
RECORDS TO BE MAINTAINED BY THE SUBADVISOR
| 1. | (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series purchases and sales, given by the Subadvisor on behalf of the Series for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include: |
| A. | The name of the broker; |
| B. | The terms and conditions of the order and of any modifications or 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 placed by the Subadvisor to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record: |
| A. | Shall include the consideration given to: |
| (i) | The sale of shares of the Fund by brokers or dealers. |
| (ii) | The supplying of services or benefits by brokers or dealers to: |
| (a) | The Fund, |
| (b) | The Advisor, |
| (c) | The Subadvisor, and |
| (d) | Any person other than the foregoing. |
| (iii) | Any other consideration other than the technical qualifications of the brokers and dealers as such. |
| B. | Shall show the nature of the services or benefits made available. |
| C. | Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation. |
| D. | The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation. |
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| 3. | (Rule 31a-(b)(10)) A records in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization. * |
| 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 Subadvisors transactions for the Series. |
| * | Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendation; i.e., buy, sell, hold) or any internal reports or subadvisor review. |
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SCHEDULE C
SUBADVISORY FEE
For services provided to the Fund, the Advisor will pay to the Subadvisor, on or before the 10th day of each month, a fee, payable in arrears, at the annual rate stated below.
The fees shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadvisor, the net asset value of the Fund and each Series shall be valued as set forth in the then current registration statement of the Fund.
|
Name of Series: |
Annual Subadvisory Fee Rate |
|
|
Phoenix Small-Cap Value Series |
0.70% on the first $50 million; | |
| 0.62% on assets thereafter. |
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SCHEDULE D
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, all as set forth in the Objectives and Policies; |
| (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 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 Objectives and Policies and governing laws; (iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered illiquid for the purposes of complying with the Series limitation on acquisition of illiquid securities included in the Objectives and Policies; (v) any and all other reports reasonably requested in accordance with or described in this Agreement; and (vi) the implementation of the Series investment program, including, without limitation, analysis of Series performance; |
| (d) | Promptly after filing with the Securities and Exchange Commission an amendment to its Form ADV, a copy of such amendment to the Advisor and the Trustees; |
| (e) | Attendance by appropriate representatives of the Subadvisor at meetings requested by the Advisor or Trustees at such time(s) and location(s) as reasonably requested by the Advisor or Trustees; and |
| (f) | Notice to the Trustees and the Advisor of the occurrence of any event which would disqualify the Subadvisor from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. |
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SCHEDULE E
FORM OF SUB-CERTIFICATION
| To: | ||
| Re: | Form N-CSR Certification for the [Name of Series]. | |
| From: | [Name of Subadvisor] | |
Representations in support of Investment Company Act Rule 30b1-5 certifications of Form N-CSR.
[Name of Series].
In connection with your certification responsibility under Rule 30b1-5 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented for the period ended [Date of Reporting Period] (the Reports) which forms part of the N-CSR for the Series.
Schedule of Investments (the Reports)
Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.
In addition, our organization has:
| a. | Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual funds. |
| b. | In addition, to the best of my knowledge there has been no fraud, whether, or not material, that involves our organizations management or other employees who have a significant role in our organizations control and procedures as they relate to our duties as Subadvisor to the Series. |
I have read the draft of the Reports which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such drafts of the Reports do not, with respect to the Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Reports.
I have disclosed, based on my most recent evaluation, to the Series Chief Accounting Officer:
| a. | All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadvisors internal controls and procedures which could adversely affect the Advisors ability to record, process, summarize and report financial data in a timely fashion; |
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| b. | Any fraud, whether or not material, that involves the Subadvisors management or other employees who have significant role in the Subadvisors internal controls and procedures for financial reporting. |
I certify that to the best of my knowledge:
| a. | The Subadvisors portfolio manager has complied with the restrictions and reporting requirements of the Subadvisors Code of Ethics (the Code). |
| b. | The Subadvisor has complied with the Prospectus and Statement of Additional Information of the Series and the Policies and Procedures of the Series as adopted by the Board of Trustees. |
| c. | I have no knowledge of any compliance violations with respect to the Series except as disclosed in writing to the Phoenix Compliance Department by me or by the Subadvisors compliance officer. |
| d. | The Subadvisor has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadvisor with respect to the Series as outlined above. |
This certification relates solely to the Series named above and may not be relied upon by any other fund or entity.
The Subadvisor does not maintain the official books and records of the above Series. The Subadvisors records are based on its own portfolio management system, a record-keeping system that is not intended to service as the Funds official accounting system. The Subadvisor is not responsible for the preparation of the Reports.
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| [Name of Authorized Signature] | Date |
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Exhibit 28(d)2(4)
Subadvisory Agreement between Westwood Management Corp. and Phoenix Variable Advisors, Inc.
on behalf of Phoenix Mid-Cap Value Series
SUBADVISORY AGREEMENT
THE PHOENIX EDGE SERIES FUND
PHOENIX MID-CAP VALUE SERIES
Westwood Management Corp.
200 Crescent Court, Suite 1200
Dallas, Texas 75201
AGREEMENT made as of the 1st day of May, 2009 between Phoenix Variable Advisors, Inc. (the Advisor), a corporation organized under the laws of the State of Delaware, and Westwood Management, Corp. (the Subadvisor), a corporation organized under the laws of the State of New York.
WHEREAS, The Phoenix Edge Series Fund (the Fund) is a diversified open-end investment company of the series type registered under the Investment Company Act of 1940, as amended, (the 1940 Act); and
WHEREAS, the shares of the Fund may be offered in one or more separate series, including the Phoenix Mid-Cap Value Series (the Series); and
WHEREAS, the Advisor has entered into an Investment Advisory Agreement (Advisory Agreement) with the Fund pursuant to which the Advisor acts as investment advisor to the Fund on behalf of one or more separate series of the Fund, including the Series; and
WHEREAS, pursuant to the Advisory Agreement, the Advisor renders certain investment advisory services to the Fund on behalf of the Series, including providing general oversight of the Series, and evaluating, recommending and monitoring one or more registered investment advisors to serve as subadvisor to the Series; and
WHEREAS, the Advisor desires, with the approval of the Trustees of the Fund (the Trustees), to retain Subadvisor to furnish portfolio management services for the Series; and
WHEREAS, the Subadvisor is willing to furnish such services on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the Advisor and the Subadvisor agree as follows:
| 1. | Employment as a Subadvisor . The Advisor, being duly authorized, hereby appoints the Subadvisor to serve as subadvisor with regard to the assets of the Series (the Assets), subject to the terms and conditions set forth in this Agreement. |
| 2. |
Acceptance of Employment; Standard of Performance . The Subadvisor accepts such appointment to serve as subadvisor of the Assets and agrees to use its best professional judgment to make investment decisions and provide related services for the Assets of the Series in accordance with the terms and conditions set forth in this Agreement and as set forth in Schedule D attached hereto and made a part hereof. The parties acknowledge and agree that the services of the Subadvisor hereunder are not deemed exclusive and that accordingly, the Subadvisor may render services to others so long as those services do |
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not conflict in any material manner with the Subadvisors performance of its duties and obligations pursuant to this Agreement. |
| 3. | Services of Subadvisor . Subject to the general oversight of the Advisor and the Trustees, the Subadvisor shall manage all of the Assets of the Series entrusted to it under this Agreement, including the purchase, retention, and disposition of assets, securities, and other property, and shall carry out all of its duties and obligations under this Agreement, according to the following terms and conditions: |
(a) At all times in performing its duties and obligations under this Agreement, the Subadvisor shall act in conformity with the following requirements: (i) the investment objectives, policies and restrictions of the Fund as they apply to the Assets of the Series and as set forth in the Funds then current prospectus and statement of additional information, as amended or supplemented from time to time, (collectively, the Prospectus); (ii) the Funds Agreement and Declaration of Trust, dated February 18, 1986, establishing the Fund, as may be amended from time to time, (Declaration of Trust); (iii) the 1940 Act, the Investment Advisers Act of 1940, as amended (the Advisers Act), the Securities Act of 1933, as amended, (the 1933 Act) and the Securities Exchange Act of 1934, as amended, (the 1934 Act) and the rules and regulations thereunder; (iv) the Internal Revenue Code of 1986, as amended, (the Code) and the rules and regulations thereunder, including but not limited to the requirements for adequate diversification under Section 817(h) of the Code, for treatment by the Series as a regulated investment company under sub-chapter M of the Code, and for avoiding payment of any excise tax under Section 4982 of the Code; (v) all other applicable federal and state laws, as each may be amended from time to time; and (vi) and any resolutions as may be duly adopted by the Trustees from time to time and any instructions and procedures of the Advisor, and, in either case, furnished to the Subadvisor (collectively, these requirements are referred to herein as the Investment Requirements).
(b) The Subadvisor shall furnish a continuous investment program and shall determine what portfolio investments will be purchased, retained, or sold by the Series with regards to the Assets of the Series in conformity with the Prospectus and other Investment Requirements.
(c) The Subadvisor shall effect all transactions and take all actions to implement the investment objectives and policies of the Series in accordance with this Agreement.
(d) The Subadvisor shall have full authority at all times with respect to the portfolio management of the Assets, including, but not limited to, the authority: (i) to give written or oral instructions to various broker/dealers, banks or other agents and to bind and obligate the Fund to and for the carrying out of contracts, arrangements, or transactions which shall be entered into by the Subadvisor on the Funds behalf with or through such broker/dealers, banks or other agents; (ii) to direct the purchase and sale of any securities; and (iii) to maintain such uninvested cash balances in the Assets of the
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Series as it shall deem reasonable and appropriate without incurring any liability for the payment of interest thereon.
(e) The Subadvisor shall not, without the Advisors prior written approval, effect any transaction or take any action that would cause the Assets of the Series at the time of the transaction or action to be out of compliance with any of the Investment Requirements. The Subadvisor shall promptly inform the Fund and the Advisor of developments materially affecting (or reasonably expected to affect) the Assets of the Series, and will, on its own initiative, furnish the Fund and the Advisor from time to time with whatever information the Subadvisor believes is appropriate for this purpose.
(f) The Subadvisor shall send or make available appropriate representatives to/for regular or special meetings of the Fund as may be reasonably requested from time to time by the Advisor.
(g) The Subadvisor shall provide appropriate representatives to attend meetings requested by the Advisor at such time(s) and location(s) as are reasonably requested by the Advisor.
(h) The Subadvisor shall place all orders for the purchase or sale of securities or other investments for the Assets of the Series with brokers or dealers selected by the Subadvisor, as more fully specified below in Section 6 of this Agreement.
| 4. | Transaction Procedures . All transactions for the purchase or sale of securities or other investments for the Assets of 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 and/or other property due to or from the Assets of 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, except as described herein. The Subadvisor shall advise the Custodian and confirm in writing or by confirmed electronic transmission to the Fund all investment orders for the Assets of 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 A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadvisor. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadvisor shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian other than arrangements, acts, omissions or other conduct arising in reliance on instructions of the Subadvisor. |
| 5. |
Recordkeeping and Reporting . The Subadvisor shall maintain the records and information required by Rule 31a-1 under the 1940 Act described in Schedule B attached hereto, with respect to the Assets of the Series. In addition, the Subadvisor shall maintain such other records relating to the services the Subadvisor provides under this Agreement |
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as may be required in the future by applicable SEC and other applicable rules, and shall retain such information for such times and in such manner as required by applicable rules, including but not limited to Rule 31a-2 under the 1940 Act. The records maintained by the Subadvisor hereunder shall be the property of the Fund and shall be surrendered promptly upon request; subject, however, to the Subadvisors right to retain all such records as the Subadvisor is required to maintain under the Advisers Act and the rules and regulations promulgated thereunder; provided, further, that the Fund shall be entitled to make and maintain copies of any records so retained by request. |
| 6. | Allocation of Brokerage . The Subadvisor shall have authority and discretion to select brokers and dealers, including any brokers and dealers affiliated with the Subadvisor, to execute transactions initiated by the Subadvisor on behalf of the Series with regard to the Assets, and to select the markets on or in which the transactions will be executed, subject to the following limitations: |
(a) The Subadvisor shall at all times seek best-execution, as defined in Section 28(e)(1) of the 1934 Act.
(b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time.
(c) In placing orders for the sale and purchase of securities for the Assets of the Series, the Subadvisors 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 Series, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide best-execution on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services, as defined in Section 28(e)(3) of the 1934 Act, provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisors overall responsibilities with respect to its clients, including the Series, as to which the Subadvisor exercises investment discretion, notwithstanding that the Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Series a lower commission on the particular transaction.
| 7. | Prohibited Conduct . In providing the services described in this Agreement, the Subadvisor will not consult with any other investment advisory firm that the Subadvisor knows provides investment advisory services to any of the Funds series regarding transactions for the Fund in securities or other assets. In addition, the Subadvisor shall not, without the prior written consent of the Fund and the Advisor, delegate any obligations assumed pursuant to this Agreement to any affiliated or unaffiliated third party. |
| 8. |
Expenses . During the term of this Agreement, the Subadvisor shall bear all expenses incurred by it in connection with providing its services hereunder. Without limiting the |
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foregoing, the parties acknowledge and agree that the Subadvisor shall furnish at its own expense, or pay the expenses of the Advisor, for the following items: |
(a) Office facilities, including office space, furniture and equipment utilized by the Subadvisors employees in the fulfillment of its duties and obligations under this Agreement; and
(b) Personnel and services necessary to perform the functions required to manage the investment and reinvestment of the Assets (including those required for research, analysis, pricing, reporting, statistics, and investment), and to fulfill the other duties and obligations of the Subadvisor hereunder.
| 9. | Fees for Services . The compensation of the Subadvisor for its services under this Agreement shall be calculated and paid by the Advisor in accordance with the attached Schedule C. Pursuant to the Advisory Agreement between the Fund and the Advisor, the Advisor shall be solely responsible for the payment of fees to the Subadvisor. |
| 10. | Limitation of Liability . The Subadvisor shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, so long as such acts or omissions shall not have constituted a breach of the investment objectives, policies and restrictions applicable to the Assets of the Series and such acts or omissions shall not have resulted from the Subadvisors willful misfeasance, bad faith, reckless disregard or gross negligence, a violation of the standard of care established by and applicable to the Subadvisor in its actions under this Agreement or a breach of its duty or of its obligations hereunder (provided further, however, that the foregoing shall not be construed to protect the Subadvisor from liability under the 1940 Act, other federal or state securities laws or common law). |
| 11. | Indemnification . |
(a) The Advisor agrees to indemnify and hold harmless the Subadvisor, its officers and directors, and any person who controls the Subadvisor, within the meaning of Section 15 of the Securities Act of 1933, as amended (the 1933 Act), from and against any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by Subadvisor resulting from (i) the Advisors breach of any provision of this Agreement, (ii) willful misfeasance, bad faith, reckless disregard or gross negligence on the part of the Advisor or any of its officers, directors or employees in the performance of the Advisors duties and obligations under this Agreement or (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus and Statement of Additional Information, as amended or supplemented from time to time or promotional materials pertaining or relating to the Series or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made by the Fund other than in reliance upon written information furnished by the Subadvisor or any
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affiliated person of the Subadvisor, expressly for use in the Funds registration statement or other than upon verbal information confirmed by the Subadvisor in writing expressly for use in the Funds registration statement.
In no case shall the Advisors indemnity in favor of the Subadvisor or any affiliated person or controlling person of the Subadvisor, or any other provision of this Agreement, be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
(b) The Subadvisor agrees to indemnify and hold harmless the Advisor, its officers and directors, and any person who controls the Advisor, within the meaning of Section 15 of the 1933 Act, from and against any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by Advisor resulting from (i) the Subadvisors breach of its duties under this Agreement, (ii) willful misfeasance, bad faith, reckless disregard or gross negligence on the part of the Subadvisor or any of its officers, directors or employees in the performance of the Subadvisors duties and obligations under this Agreement or (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or Statement of Additional Information, as amended or supplemented from time to time relating to the Series or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon written information furnished by the Subadvisor to the Advisor, the Fund or any affiliated person of the Advisor or the Fund expressly for use in the Funds registration statement, or upon verbal information confirmed by the Subadvisor in writing expressly for use in the Funds registration statement; or (iv) to the extent of, and as a result of, the failure of the Subadvisor to execute, or cause to be executed, portfolio transactions with respect to the Assets of the Series according to the standards and requirements of the 1934 Act, the 1940 Act and the Advisers Act.
In no case shall the Subadvisors indemnity in favor of the Advisor or any affiliated person or controlling person of the Advisor, or any other provision of this Agreement, be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
| 12. | Insurance . The Subadvisor shall, during the term of this Agreement, at its own expense, maintain adequate liability and errors and omissions insurance coverage to the reasonable satisfaction of the Advisor. |
| 13. |
No Personal Liability . Reference is hereby made to the Declaration of Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as |
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required by law. The name The Phoenix Edge Series Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the Fund estate under said Declaration of Fund is liable. Without limiting the generality of the foregoing, neither the Subadvisor nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the Fund estate. |
| 14. | Confidentiality . Subject to the duty of the Advisor or Subadvisor to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Series and the actions of the Subadvisor and the Fund in respect thereof. It is understood that any information or recommendation supplied by the Subadvisor in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Advisor, the Fund or such persons as the Advisor may designate in connection with the Series. It is also understood that any information supplied to the Subadvisor in connection with the performance of its obligations hereunder, particularly, but not limited to, any list of investments which, on a temporary basis, may not be bought or sold for the Series, is to be regarded as confidential and for use only by the Subadvisor in connection with its obligation to provide investment advice and other services to the Series. The parties acknowledge and agree that all nonpublic personal information with regard to shareholders in the Series shall be deemed proprietary information of the Advisor, and that the Subadvisor shall use that information solely in the performance of its duties and obligations under this Agreement and shall takes reasonable steps to safeguard the confidentiality of that information. Further, the Subadvisor shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities pursuant to this Agreement including all means for the effecting of investment transactions. |
| 15. | Assignment . This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the 1940 Act. The Subadvisor shall provide the Advisor with reasonable advance written notice of any proposed change of control, as defined in Section 2(a)(9) of the 1940 Act, as will enable the Advisor to consider whether an assignment as defined in Section 2(a)(4) of the 1940 Act will occur and to take the steps it deems necessary. The understandings and obligations set forth in this Section shall survive the termination of this Agreement and shall be binding upon the Subadvisor and its successors. |
| 16. | Representations, Warranties and Agreements of the Subadvisor . The Subadvisor represents, warrants and agrees that: |
(a) It is registered as an investment advisor under the Advisers Act and will maintain such status so long as this Agreement remains in effect.
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(b) It shall comply with any other applicable federal or state requirements, and the applicable requirements of any regulatory or self-regulatory agency, necessary to be met for its performance of the services contemplated by this Agreement so long as this Agreement remains in effect.
(c) It is not prohibited by the 1940 Act, the Advisers Act or other applicable federal or state law from performing the services contemplated by this Agreement.
(d) It is duly organized and validly existing under the laws of the State in which it was organized with the power to own and posses its assets and carry on its business as it is now being conducted.
(e) It has the power and has taken all necessary action, and has obtained all necessary licenses, authorizations and approvals, to execute this Agreement, which Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, to enter into and perform the services contemplated by this Agreement; and the execution, delivery and performance by it of this Agreement does not contravene or constitute a default under any agreement binding upon it.
(f) It will promptly notify the Advisor of the occurrence of any event that would disqualify it from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
(g) It has a written code of ethics complying with the requirements of Rule 17j-l under the 1940 Act and Rule 204A-1 of the Advisers Act and will provide the Advisor with a copy of the code of ethics and evidence of its adoption. The Subadvisor acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund (the Code of Ethics). It will not be subject to the Code of Ethics during the term of this Agreement so long as its code of ethics complies with applicable regulatory requirements and has been approved by the Trustees. Within 15 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadvisor shall certify to the Fund and to the Advisor that the Subadvisor has complied with the requirements of Rules 17j-l and 204A-1 of the Advisers Act during the previous calendar quarter and that there has been no violation of its code of ethics, or the Code of Ethics, as the case may be, 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 all other records relevant to the Subadvisors code of ethics as may be reasonably requested by the Advisor or Trustees from time to time.
(h) It will use all necessary efforts to manage the Assets of the Series so that it will satisfy the diversification and minimum good income requirements of Subchapter M and the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.
(i) It has furnished a true and complete copy of its registration statement as filed with the Securities and Exchange Commission (the Commission) on Form ADV
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to the Advisor and will furnish promptly such updated copies of its registration statement or amendments thereto as are filed with the Commission from time to time.
(j) It will furnish to the Advisor true and complete copies of reports or other documents as may be reasonably requested by the Advisor in connection with the performance of the Subadvisors duties and obligations under this Agreement.
(k) It will be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Assets of the Series in accordance with the requirements thereunder.
(l) It will furnish or otherwise make available to the Advisor such other information relating to the business affairs of the Subadvisor or the management of the Series as the Advisor at any time, or from time to time, reasonably requests in connection with the Advisors or Subadvisors performance of its respective obligations hereunder; subject, however, to the Subadvisors right to retain all such records as the Subadvisor is required to maintain under the Advisers Act and the rules and regulations promulgated thereunder; provided, further, that the Fund and the Advisor shall be entitled to make and maintain copies of any records so retained by the Subadvisor.
(m) It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Advisers Act and the Rules thereunder, the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadvisor agrees that such records are the property of the Fund, and will be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either.
(n) The Subadvisor hereby warrants and represents that it will provide the requisite certifications requested by the chief executive office and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR as required under the Sarbanes-Oxley Act of 2002 in substantially the form presented in Schedule E attached hereto and made a part hereof.
(o) It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadvisor and its supervised persons, and, to the extent the activities of the Subadvisor in respect to the Fund could affect the Fund, by the Fund, of federal securities laws (as defined in Rule 38a-1 under the Act), and that the Subadvisor has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information requested by the Fund. The Subadvisor agrees to cooperate with periodic reviews by the Funds compliance personnel of the Subadvisors policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Subadvisors policies and procedures, compliance by the Subadvisor with federal securities laws and related matters and the Funds compliance personnel may reasonably request. The Subadvisor agrees to promptly notify the Advisor of any material compliance violations which affect the Series.
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| 17. | Representations, Warranties and Agreements of the Advisor . The Advisor represents, warrants and agrees that: |
(a) It is registered as an investment advisor under the Advisers Act.
(b) It shall continue to meet any other applicable federal or state requirements, or the applicable requirements of any regulatory or self-regulatory agency, necessary to be met for its performance of the services contemplated by this Agreement so long as this Agreement remains in effect.
(c) It is not prohibited by the 1940 Act, the Advisers Act or other applicable federal or state law from performing the services contemplated by this Agreement.
(d) It is duly organized and validly existing under the laws of the State in which it was organized with the power to own and posses its assets and carry on its business as it is now being conducted.
(e) It has the power and has taken all necessary action, and has obtained all necessary licenses, authorizations and approvals, to execute this Agreement, which Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, to enter into and perform the services contemplated by this Agreement; and the execution, delivery and performance by it of this Agreement does not contravene or constitute a default under any agreement binding upon it.
(f) It has delivered, or will before the effective date of this Agreement deliver, to the Subadvisor true and complete copies of (i) the Prospectus, (ii) the Declaration of Trust, and (iii) such other documents or instruments governing the investments and investment policies and practices of the Series applicable to the Subadvisors duties and obligations hereunder, and during the term of this Agreement will promptly deliver to the Subadvisor true and complete copies of all documents and instruments supplementing, amending, or otherwise becoming such documents or instruments before or at the time they become effective.
(g) It will furnish or otherwise make available to the Subadvisor such other information relating to the business affairs of the Fund as the Subadvisor at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.
| 18. | Representations, Warranties and Agreements of the Fund . By their approval of this Agreement the Trustees represent, warrant and agree that: |
(a) The Fund is not prohibited by the 1940 Act or other applicable federal or state law from performing their obligations under this Agreement.
(b) The Fund is duly organized and validly existing under the laws of the State in which it was organized with the power to own and posses its assets and carry on its business as it is now being conducted.
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(c) The Fund has taken all necessary action, and have obtained all necessary licenses, authorizations and approvals, to permit the Fund to enter into this Agreement, which Agreement constitutes the Funds legal, valid and binding obligation, enforceable in accordance with its terms; and the execution, delivery and performance by the Fund of this Agreement does not contravene or constitute a default under any agreement binding upon the Fund.
| 19. | Reports . The Subadvisor shall provide the Advisor and the Trustees such periodic and special reports as the Advisor may reasonably request. The Subadvisor agrees that such records are the property of the Fund, and shall be made reasonably available for inspections, and by the Fund or by the Advisor as agent of the Fund, and promptly upon request surrendered to either. Without limiting the generality of the foregoing, the parties agree and acknowledge that the Subadvisor shall provide the following items: |
(a) Quarterly reports, in form and substance acceptable to the Advisor, including but not limited to reports with respect to: (i) compliance with the Subadvisors code of ethics; (ii) compliance with procedures adopted from time to time by the Trustees relative to securities eligible for resale pursuant to Rule 144A under the 1933 Act; (iii) diversification of the Assets of the Series assets in accordance with the then governing laws and prevailing Prospectus pertaining to the Series; (iv) compliance with governing Fund policies and restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered illiquid for the purposes of complying with the Series limitation on acquisition of illiquid securities; (v) cross transactions conducted pursuant to Rule 17a-7 under the 1940 Act; (vi) allocations of brokerage transactions along with descriptions of the bases for those allocations and the receipt and treatment of brokerage and research services received, as may be requested to ensure compliance with Section 28(e) of the 1934 Act; (vii) any and all other reports reasonably requested in accordance with or described in this Agreement; and, (viii) the implementation of the Assets of the Series investment program, including, without limitation, analyses of Series performance pertaining to the Assets of the Series;
(b) Annual or other periodic reports, in form and substance acceptable to the Advisor, including but not limited reports with respect to: (i) analyses of Series performance pertaining to the Assets of the Series; (ii) disclosure related to the portfolio management of the Assets of the Series and the Subadvisor as may be contained in the Prospectus or marketing materials as amended, supplemented or otherwise updated from time to time; and (iii) foreign custody arrangements as governed by Rule 17f-7 under the 1940 Act; (iv) compliance with the Subadvisors code of ethics pursuant to Rule 17j-1; and (v) such compliance certifications as may be reasonably requested.
(c) The parties acknowledge and agree that the Subadvisor is authorized to supply the Funds independent accountants, PricewaterhouseCoopers LLP, or any successor accountant for the Fund, any reasonable information that they may request in connection with the Fund.
In addition, the Subadvisor shall immediately notify and forward to both the Advisor and legal counsel for the Series whose identity has been provided to the Subadvisor any legal
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process served upon it on behalf of the Advisor or the Fund. The Subadvisor shall promptly notify the Advisor of any changes in any information concerning the Subadvisor of which the Subadvisor becomes aware that is or would be required to be disclosed in the Funds registration statement.
| 20. | Proxies and Class Actions . The Subadvisor shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the Assets. Unless the Advisor or the Fund gives the Subadvisor written instructions to the contrary, the Subadvisor will, in compliance with the proxy voting policy and procedures adopted by the Subadvisor, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which the Assets of the Series may be invested. The Advisor shall cause the Custodian to forward promptly to the Subadvisor all such proxies upon receipt, so as to afford the Subadvisor a reasonable amount of time in which to determine how to vote such proxies. The Subadvisor agrees to provide the Advisor in a timely manner with quarterly proxy voting reports containing a record of votes cast containing all of the voting information required by Form N-PX. The Subadvisor will not advise or act on behalf of the Series to file Form N-PX as required by Rule 30b1-4 under the Act. The Subadvisor will not advise or act on behalf of the Series in regards to class action filings, with respect to any securities held by the Series. |
| 21. | Valuation of Assets and Related Recordkeeping . The Subadvisor shall assist the recordkeeping agent for the Fund in determining or confirming the value of any securities or other assets pertaining to the Assets of 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. |
| 22. | Amendment . This Agreement may be amended at any time, but only by written agreement between the Subadvisor and the Advisor, which amendment, other than amendments to Schedule A, B, C, D or E, is subject to the approval of the Trustees and the Shareholders of the Fund as and to the extent required by the 1940 Act. |
| 23. | Effective Date; Term . This Agreement shall become effective on the date set forth on the first page of this Agreement. Unless terminated as hereinafter provided, this Agreement shall remain in full force and effect until December 31, 2010, and thereafter only so long as its continuance has been specifically approved at least annually in accordance with Sections 15(a) and (c) of the 1940 Act and the Rules promulgated thereunder. |
| 24. | Notices . Except as otherwise provided in this Agreement, all notices or other communications required of permitted to be given hereunder shall be in writing and shall be delivered or sent by (i) confirmed facsimile, (ii) registered, certified or overnight mail, or (iii) a nationally recognized overnight courier, to the following addresses or to such other address as the relevant addressee shall hereafter notify for such purpose to the other by notice in writing and shall be deemed to have been given at the time of delivery. |
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| If to the Advisor: | PHOENIX VARIABLE ADVISORS, INC. | |
| One American Row | ||
| Hartford, Connecticut 06102 | ||
| Attention: Doreen A. Bonner, Vice President and Chief Compliance Officer | ||
| Telephone: (860) 403-5456 | ||
| Facsimile: (860) 403-7203 | ||
| Email: Doreen.Bonner@phoenixwm.com | ||
| If to the Subadvisor: | WESTWOOD MANAGEMENT CORP. | |
| 200 Crescent Court, Suite 1200 | ||
| Dallas, Texas 75201 | ||
| Attention: Brian O. Casey | ||
| Telephone: 214-756-6900 | ||
| Facsimile: 214-756-6979 | ||
| Email: bcasey@westwoodgroup.com | ||
| 25. | Termination . This Agreement may be terminated by any 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 any party hereto to the other party. |
| 26. | Use of Subadvisors Name. |
(a) The Subadvisor hereby grants to the Fund and the Advisor a non-exclusive, royalty-free, non-transferable worldwide license to use the Subadvisors name and the Subadvisors logo (collectively, the Name) in any and all promotional materials, prospectuses and registration statements for the purpose of advertising, promoting, and registering the Fund during the term of this Agreement. The Fund shall furnish, or shall cause to be furnished, to the Subadvisor or its designee, each piece of sales literature or other promotional material in which the Subadvisor is named or the Name used, at least ten (10) business days prior to its use. The Subadvisor shall be permitted to review and approve the material in written or electronic form prior to such printing. No such material shall be used if the Subadvisor or its designee reasonably objects to such use within ten (10) business days after receipt of this material, such approval, may not be unreasonably withheld. All rights in and to the Name not expressly granted under this Section 26(a) are reserved by the Subadvisor.
b. All use of the Name by the Advisor and the Fund, and the nature and quality of the Fund, and the promotional materials, prospectuses, registration statements, and uses of the Name, are subject to, and shall comply with, the Subadvisors quality control standards and requirements. The Subadvisor may periodically inspect the Advisors and the Funds operations to ensure compliance with such quality control standards and requirements and the terms and conditions of this Agreement after providing the Advisor or the Fund with reasonable advance notice.
c. The Advisor and the Fund each agree to give notice to the Subadvisor of any infringement of the Name that comes to its attention and cooperate reasonably with
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the Subadvisor when and as requested by the Subadvisor in preventing and stopping any such infringement, but otherwise not to take any action against any infringer.
| 27. | Applicable Law . To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of New York, without giving effect to the conflicts of laws principles thereof. |
| 28. | Severability . If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. |
| 29. | Certifications . The Subadvisor hereby warrants and represents that it will provide the requisite certifications requested by the Chief Executive Officer and the Chief Financial Officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-SAR as required under the Sarbanes-Oxley Act of 2002. |
| 30. | Entire Agreement . This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. |
| 31. | Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all such counterparts shall constitute a single instrument. |
| THE PHOENIX EDGE SERIES FUND | ||
| By: |
/s/ Philip K. Polkinghorn |
|
| Name: | Philip K. Polkinghorn | |
| Title: | President | |
| PHOENIX VARIABLE ADVISORS, INC. | ||
| By: |
/s/ John H. Beers |
|
| Name: | John H. Beers | |
| Title: | Vice President and Secretary | |
ACCEPTED:
| WESTWOOD | ||
| By: |
/s/ Brian O. Casey |
|
| Name: | Brian O. Casey | |
| Title: | President and Chief Executive Officer | |
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| SCHEDULES: |
A. Operational Procedures |
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B. Records to be Maintained by the Subadvisor |
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C. Subadvisory Fee |
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D. Subadvisor Functions |
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E. Form of Sub-Certification |
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SCHEDULE A
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of information to be supplied by the Subadvisor to State Street Bank and Trust Company (the Custodian) and PNC Global Investment Servicing (the Sub-Accounting Agent) for the Fund.
The Subadvisor must furnish the Custodian and Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5:00 p.m. (Eastern time) on the day of the trade (confirmation received from broker). The necessary information can be sent electronically or via facsimile machine to the Custodian and the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following:
| 1. | Purchase or sale; |
| 2. | Security name; |
| 3. | Security identifier (e.g., CUSIP), if applicable; |
| 4. | Number of shares and sales price per share; |
| 5. | Executing broker; |
| 6. | Settlement instructions for foreign trades; clearing and executing broker for domestic trades; |
| 7. | Trade date; |
| 8. | Settlement date; |
| 9. | Aggregate commission or if a net trade; |
| 10. | Interest purchased or sold from interest bearing security; |
| 11. | Other fees; |
| 12. | Net proceeds of the transaction; |
| 13. | Exchange where trade was executed; |
| 14. | Currency for foreign trades; |
| 15. | Ticker symbol for domestic trades; and |
| 16. | Identified tax lot (if applicable). |
When opening accounts with brokers for, and in the name of, the Series, the account must be a cash account. No margin accounts are to be maintained in the name of the Series. Delivery instructions are as specified by the Custodian. The Custodian and Sub-Accounting Agent will supply the Subadvisor daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection report, which shall include cash detail and pending trades. This will normally be done by electronically or via facsimile machine by confirmed facsimile or confirmed electronic transmission so that the Subadvisor will know the amount available for investment purposes.
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SCHEDULE B
RECORDS TO BE MAINTAINED BY THE SUBADVISOR
| 1. | (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series purchases and sales, given by the Subadvisor on behalf of the Series for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include: |
| A. | The name of the broker; |
| B. | The terms and conditions of the order and of any modifications or 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 placed by the Subadvisor to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record: |
| A. | Shall include the consideration given to: |
| (i) | The sale of shares of the Fund by brokers or dealers. |
| (ii) | The supplying of services or benefits by brokers or dealers to: |
| (a) | The Fund, |
| (b) | The Advisor, |
| (c) | The Subadvisor, and |
| (d) | Any person other than the foregoing. |
| (iii) | Any other consideration other than the technical qualifications of the brokers and dealers as such. |
| B. | Shall show the nature of the services or benefits made available. |
| C. | Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation. |
| D. | The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation. |
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| 3. | (Rule 31a-(b)(10)) A records in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.* |
| 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 Subadvisors transactions for the Series. |
| * | Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendation; i.e., buy, sell, hold) or any internal reports or subadvisor review. |
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SCHEDULE C
SUBADVISORY FEE
For services provided to the Fund, the Advisor will pay to the Subadvisor, on or before the 10th day of each month, a fee, payable in arrears, at the annual rate stated below.
The fees shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadvisor, the net asset value of the Fund and each Series shall be valued as set forth in the then current registration statement of the Fund.
|
Name of Series: |
Annual Subadvisory Fee Rate |
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Phoenix Mid-Cap Value Series |
0.65% on the first $50 million; 0.60% on the next $50 million; 0.55% on the next $50 million; 0.50% on assets thereafter. |
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SCHEDULE D
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, all as set forth in the Objectives and Policies; |
| (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 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 Objectives and Policies and governing laws; (iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered illiquid for the purposes of complying with the Series limitation on acquisition of illiquid securities included in the Objectives and Policies; (v) any and all other reports reasonably requested in accordance with or described in this Agreement; and (vi) the implementation of the Series investment program, including, without limitation, analysis of Series performance; |
| (d) | Promptly after filing with the Securities and Exchange Commission an amendment to its Form ADV, a copy of such amendment to the Advisor and the Trustees; |
| (e) | Attendance by appropriate representatives of the Subadvisor at meetings requested by the Advisor or Trustees at such time(s) and location(s) as reasonably requested by the Advisor or Trustees; and |
| (f) | Notice to the Trustees and the Advisor of the occurrence of any event which would disqualify the Subadvisor from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. |
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SCHEDULE E
FORM OF SUB-CERTIFICATION
To:
| Re: | Form N-CSR Certification for the [Name of Series]. |
| From: | Westwood Management Corp. |
Representations in support of Investment Company Act Rule 30b1-5 certifications of Form N-CSR.
Phoenix MidCap Value Series
In connection with your certification responsibility under Rule 30b1-5 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented for the period ended [Date of Reporting Period] (the Reports) which forms part of the N-CSR for the Series.
Schedule of Investments (the Reports)
Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.
In addition, our organization has:
| a. | Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual funds. |
| b. | In addition, to the best of my knowledge there has been no fraud, whether, or not material, that involves our organizations management or other employees who have a significant role in our organizations control and procedures as they relate to our duties as Subadvisor to the Series. |
I have read the draft of the Reports which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such drafts of the Reports do not, with respect to the Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Reports.
I have disclosed, based on my most recent evaluation, to the Series Chief Accounting Officer:
| a. | All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadvisors internal controls and procedures which could adversely affect the Advisors ability to record, process, summarize and report financial data in a timely fashion; |
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| b. | Any fraud, whether or not material, that involves the Subadvisors management or other employees who have significant role in the Subadvisors internal controls and procedures for financial reporting. |
I certify that to the best of my knowledge:
| a. | The Subadvisors portfolio manager has complied with the restrictions and reporting requirements of the Subadvisors Code of Ethics (the Code). |
| b. | The Subadvisor has complied with the Prospectus and Statement of Additional Information of the Series and the Policies and Procedures of the Series as adopted by the Board of Trustees. |
| c. | I have no knowledge of any compliance violations with respect to the Series except as disclosed in writing to the Phoenix Compliance Department by me or by the Subadvisors compliance officer. |
| d. | The Subadvisor has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadvisor with respect to the Series as outlined above. |
This certification relates solely to the Series named above and may not be relied upon by any other fund or entity.
The Subadvisor does not maintain the official books and records of the above Series. The Subadvisors records are based on its own portfolio management system, a record-keeping system that is not intended to service as the Funds official accounting system. The Subadvisor is not responsible for the preparation of the Reports.
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| [Name of Authorized Signature] | Date |
22
Exhibit 28(d)2(5)
Subadvisory Agreement between Neuberger Berman Management LLC and Phoenix Variable
Advisors, Inc. on behalf Phoenix Small-Cap Growth Series
SUBADVISORY AGREEMENT
THE PHOENIX EDGE SERIES FUND
PHOENIX SMALL-CAP GROWTH SERIES
Neuberger Berman Management LLC
605 Third Avenue
New York, NY 10158
AGREEMENT made as of the 1st day of May, 2009 between Phoenix Variable Advisors, Inc. (the Advisor), a corporation organized under the laws of the State of Delaware, and Neuberger Berman Management LLC (the Subadvisor), a corporation organized under the laws of the State of New York.
WHEREAS, The Phoenix Edge Series Fund (the Fund) is a diversified open-end investment company of the series type registered under the Investment Company Act of 1940, as amended, (the 1940 Act); and
WHEREAS, the shares of the Fund may be offered in one or more separate series, including the Phoenix Small-Cap Growth Series (the Series); and
WHEREAS, the Advisor has entered into an Investment Advisory Agreement (Advisory Agreement) with the Fund pursuant to which the Advisor acts as investment advisor to the Fund on behalf of one or more separate series of the Fund, including the Series; and
WHEREAS, pursuant to the Advisory Agreement, the Advisor renders certain investment advisory services to the Fund on behalf of the Series, including providing general oversight of the Series, and evaluating, recommending and monitoring one or more registered investment advisors to serve as subadvisor to the Series; and
WHEREAS, the Advisor desires, with the approval of the Trustees of the Fund (the Trustees), to retain Subadvisor to furnish portfolio management services for the Series; and
WHEREAS, the Subadvisor is willing to furnish such services on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the Advisor and the Subadvisor agree as follows:
| 1. | Employment as a Subadvisor . The Advisor, being duly authorized, hereby appoints the Subadvisor to serve as subadvisor with regard to the assets of the Series (the Assets), subject to the terms and conditions set forth in this Agreement. |
| 2. |
Acceptance of Employment; Standard of Performance . The Subadvisor accepts such appointment to serve as subadvisor of the Assets and agrees to use its best professional judgment to make investment decisions and provide related services for the Assets of the Series in accordance with the terms and conditions set forth in this Agreement and as set forth in Schedule D attached hereto and made a part hereof. The parties acknowledge and agree that the services of the Subadvisor hereunder are not deemed exclusive and that accordingly, the Subadvisor may render services to others so long as those services do |
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not conflict in any material manner with the Subadvisors performance of its duties and obligations pursuant to this Agreement. |
| 3. | Services of Subadvisor . Subject to the general oversight of the Advisor and the Trustees, the Subadvisor shall manage all of the Assets of the Series entrusted to it under this Agreement, including the purchase, retention, and disposition of assets, securities, and other property, and shall carry out all of its duties and obligations under this Agreement, according to the following terms and conditions: |
(a) At all times in performing its duties and obligations under this Agreement, the Subadvisor shall act in conformity with the following requirements: (i) the investment objectives, policies and restrictions of the Fund as they apply to the Assets of the Series and as set forth in the Funds then current prospectus and statement of additional information, as amended or supplemented from time to time, (collectively, the Prospectus); (ii) the Funds Agreement and Declaration of Trust, dated February 18, 1986, establishing the Fund, as may be amended from time to time, (Declaration of Trust); (iii) the 1940 Act, the Investment Advisers Act of 1940, as amended (the Advisers Act), the Securities Act of 1933, as amended, (the 1933 Act) and the Securities Exchange Act of 1934, as amended, (the 1934 Act) and the rules and regulations thereunder; (iv) the Internal Revenue Code of 1986, as amended, (the Code) and the rules and regulations thereunder, including but not limited to the requirements for adequate diversification under Section 817(h) of the Code, for treatment by the Series as a regulated investment company under sub-chapter M of the Code, and for avoiding payment of any excise tax under Section 4982 of the Code; (v) all other applicable federal and state laws, as each may be amended from time to time; and (vi) and any resolutions as may be duly adopted by the Trustees from time to time and any instructions and procedures of the Advisor, and, in either case, furnished to the Subadvisor (collectively, these requirements are referred to herein as the Investment Requirements).
(b) The Subadvisor shall furnish a continuous investment program and shall determine what portfolio investments will be purchased, retained, or sold by the Series with regards to the Assets of the Series in conformity with the Prospectus and other Investment Requirements.
(c) The Subadvisor shall effect all transactions and take all actions to implement the investment objectives and policies of the Series in accordance with this Agreement.
(d) The Subadvisor shall have full authority at all times with respect to the portfolio management of the Assets, including, but not limited to, the authority: (i) to give written or oral instructions to various broker/dealers, banks or other agents and to bind and obligate the Fund to and for the carrying out of contracts, arrangements, or transactions which shall be entered into by the Subadvisor on the Funds behalf with or through such broker/dealers, banks or other agents; (ii) to direct the purchase and sale of any securities; and (iii) to maintain such uninvested cash balances in the Assets of the
2
Series as it shall deem reasonable and appropriate without incurring any liability for the payment of interest thereon.
(e) The Subadvisor shall not, without the Advisors prior written approval, effect any transaction or take any action that would cause the Assets of the Series at the time of the transaction or action to be out of compliance with any of the Investment Requirements. The Subadvisor shall promptly inform the Fund and the Advisor of developments materially affecting (or reasonably expected to affect) the Assets of the Series, and will, on its own initiative, furnish the Fund and the Advisor from time to time with whatever information the Subadvisor believes is appropriate for this purpose.
(f) The Subadvisor shall send or make available appropriate representatives to/for regular or special meetings of the Fund as may be reasonably requested from time to time by the Advisor.
(g) The Subadvisor shall provide appropriate representatives to attend meetings requested by the Advisor at such time(s) and location(s) as are reasonably requested by the Advisor.
(h) The Subadvisor shall place all orders for the purchase or sale of securities or other investments for the Assets of the Series with brokers or dealers selected by the Subadvisor, as more fully specified below in Section 6 of this Agreement.
| 4. | Transaction Procedures . All transactions for the purchase or sale of securities or other investments for the Assets of 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 and/or other property due to or from the Assets of 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, except as described herein. The Subadvisor shall advise the Custodian and confirm in writing or by confirmed electronic transmission to the Fund all investment orders for the Assets of 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 A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadvisor. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadvisor shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian other than arrangements, acts, omissions or other conduct arising in reliance on instructions of the Subadvisor. |
| 5. |
Recordkeeping and Reporting . The Subadvisor shall maintain the records and information required by Rule 31a-1 under the 1940 Act described in Schedule B attached hereto, with respect to the Assets of the Series. In addition, the Subadvisor shall maintain such other records relating to the services the Subadvisor provides under this Agreement |
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as may be required in the future by applicable SEC and other applicable rules, and shall retain such information for such times and in such manner as required by applicable rules, including but not limited to Rule 31a-2 under the 1940 Act. The records maintained by the Subadvisor hereunder shall be the property of the Fund and shall be surrendered promptly upon request; subject, however, to the Subadvisors right to retain all such records as the Subadvisor is required to maintain under the Advisers Act and the rules and regulations promulgated thereunder; provided, further, that the Fund shall be entitled to make and maintain copies of any records so retained by request. |
| 6. | Allocation of Brokerage . The Subadvisor shall have authority and discretion to select brokers and dealers, including any brokers and dealers affiliated with the Subadvisor, to execute transactions initiated by the Subadvisor on behalf of the Series with regard to the Assets, and to select the markets on or in which the transactions will be executed, subject to the following limitations: |
(a) The Subadvisor shall at all times seek best-execution, as defined in Section 28(e)(1) of the 1934 Act.
(b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time.
(c) In placing orders for the sale and purchase of securities for the Assets of the Series, the Subadvisors 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 Series, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide best-execution on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services, as defined in Section 28(e)(3) of the 1934 Act, provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisors overall responsibilities with respect to its clients, including the Series, as to which the Subadvisor exercises investment discretion, notwithstanding that the Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Series a lower commission on the particular transaction.
| 7. | Prohibited Conduct . In providing the services described in this Agreement, the Subadvisor will not consult with any other investment advisory firm that the Subadvisor knows provides investment advisory services to any of the Funds series regarding transactions for the Fund in securities or other assets. In addition, the Subadvisor shall not, without the prior written consent of the Fund and the Advisor, delegate any obligations assumed pursuant to this Agreement to any affiliated or unaffiliated third party. |
| 8. |
Expenses . During the term of this Agreement, the Subadvisor shall bear all expenses incurred by it in connection with providing its services hereunder. Without limiting the |
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foregoing, the parties acknowledge and agree that the Subadvisor shall furnish at its own expense, or pay the expenses of the Advisor, for the following items: |
(a) Office facilities, including office space, furniture and equipment utilized by the Subadvisors employees in the fulfillment of its duties and obligations under this Agreement; and
(b) Personnel and services necessary to perform the functions required to manage the investment and reinvestment of the Assets (including those required for research, analysis, pricing, reporting, statistics, and investment), and to fulfill the other duties and obligations of the Subadvisor hereunder.
| 9. | Fees for Services . The compensation of the Subadvisor for its services under this Agreement shall be calculated and paid by the Advisor in accordance with the attached Schedule C. Pursuant to the Advisory Agreement between the Fund and the Advisor, the Advisor shall be solely responsible for the payment of fees to the Subadvisor. |
| 10. | Limitation of Liability . The Subadvisor shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, so long as such acts or omissions shall not have constituted a breach of the investment objectives, policies and restrictions applicable to the Assets of the Series and such acts or omissions shall not have resulted from the Subadvisors willful misfeasance, bad faith, reckless disregard or gross negligence, a violation of the standard of care established by and applicable to the Subadvisor in its actions under this Agreement or a breach of its duty or of its obligations hereunder (provided further, however, that the foregoing shall not be construed to protect the Subadvisor from liability under the 1940 Act, other federal or state securities laws or common law). |
| 11. | Indemnification . |
(a) The Advisor agrees to indemnify and hold harmless the Subadvisor, its officers and directors, and any person who controls the Subadvisor, within the meaning of Section 15 of the Securities Act of 1933, as amended (the 1933 Act), from and against any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by Subadvisor resulting from (i) the Advisors breach of any provision of this Agreement, (ii) willful misfeasance, bad faith, reckless disregard or gross negligence on the part of the Advisor or any of its officers, directors or employees in the performance of the Advisors duties and obligations under this Agreement or (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus and Statement of Additional Information, as amended or supplemented from time to time or promotional materials pertaining or relating to the Series or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made by the Fund other than in reliance upon written information furnished by the Subadvisor or any
5
affiliated person of the Subadvisor, expressly for use in the Funds registration statement or other than upon verbal information confirmed by the Subadvisor in writing expressly for use in the Funds registration statement.
In no case shall the Advisors indemnity in favor of the Subadvisor or any affiliated person or controlling person of the Subadvisor, or any other provision of this Agreement, be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
(b) The Subadvisor agrees to indemnify and hold harmless the Advisor, its officers and directors, and any person who controls the Advisor, within the meaning of Section 15 of the 1933 Act, from and against any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by Advisor resulting from (i) the Subadvisors breach of its duties under this Agreement, (ii) willful misfeasance, bad faith, reckless disregard or gross negligence on the part of the Subadvisor or any of its officers, directors or employees in the performance of the Subadvisors duties and obligations under this Agreement or (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or Statement of Additional Information, as amended or supplemented from time to time relating to the Series or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon written information furnished by the Subadvisor to the Advisor, the Fund or any affiliated person of the Advisor or the Fund expressly for use in the Funds registration statement, or upon verbal information confirmed by the Subadvisor in writing expressly for use in the Funds registration statement; or (iv) to the extent of, and as a result of, the failure of the Subadvisor to execute, or cause to be executed, portfolio transactions with respect to the Assets of the Series according to the standards and requirements of the 1934 Act, the 1940 Act and the Advisers Act.
In no case shall the Subadvisors indemnity in favor of the Advisor or any affiliated person or controlling person of the Advisor, or any other provision of this Agreement, be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
| 12. | Insurance . The Subadvisor shall, during the term of this Agreement, at its own expense, maintain adequate liability and errors and omissions insurance coverage to the reasonable satisfaction of the Advisor. |
| 13. |
No Personal Liability . Reference is hereby made to the Declaration of Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as |
6
|
required by law. The name The Phoenix Edge Series Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the Fund estate under said Declaration of Fund is liable. Without limiting the generality of the foregoing, neither the Subadvisor nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the Fund estate. |
| 14. | Confidentiality . Subject to the duty of the Advisor or Subadvisor to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Series and the actions of the Subadvisor and the Fund in respect thereof. It is understood that any information or recommendation supplied by the Subadvisor in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Advisor, the Fund or such persons as the Advisor may designate in connection with the Series. It is also understood that any information supplied to the Subadvisor in connection with the performance of its obligations hereunder, particularly, but not limited to, any list of investments which, on a temporary basis, may not be bought or sold for the Series, is to be regarded as confidential and for use only by the Subadvisor in connection with its obligation to provide investment advice and other services to the Series. The parties acknowledge and agree that all nonpublic personal information with regard to shareholders in the Series shall be deemed proprietary information of the Advisor, and that the Subadvisor shall use that information solely in the performance of its duties and obligations under this Agreement and shall takes reasonable steps to safeguard the confidentiality of that information. Further, the Subadvisor shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities pursuant to this Agreement including all means for the effecting of investment transactions. |
| 15. | Assignment . This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the 1940 Act. The Subadvisor shall provide the Advisor with reasonable advance written notice of any proposed change of control, as defined in Section 2(a)(9) of the 1940 Act, as will enable the Advisor to consider whether an assignment as defined in Section 2(a)(4) of the 1940 Act will occur and to take the steps it deems necessary. The understandings and obligations set forth in this Section shall survive the termination of this Agreement and shall be binding upon the Subadvisor and its successors. |
| 16. | Representations, Warranties and Agreements of the Subadvisor . The Subadvisor represents, warrants and agrees that: |
(a) It is registered as an investment advisor under the Advisers Act and will maintain such status so long as this Agreement remains in effect.
7
(b) It shall comply with any other applicable federal or state requirements, and the applicable requirements of any regulatory or self-regulatory agency, necessary to be met for its performance of the services contemplated by this Agreement so long as this Agreement remains in effect.
(c) It is not prohibited by the 1940 Act, the Advisers Act or other applicable federal or state law from performing the services contemplated by this Agreement.
(d) It is duly organized and validly existing under the laws of the State in which it was organized with the power to own and posses its assets and carry on its business as it is now being conducted.
(e) It has the power and has taken all necessary action, and has obtained all necessary licenses, authorizations and approvals, to execute this Agreement, which Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, to enter into and perform the services contemplated by this Agreement; and the execution, delivery and performance by it of this Agreement does not contravene or constitute a default under any agreement binding upon it.
(f) It will promptly notify the Advisor of the occurrence of any event that would disqualify it from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
(g) It has a written code of ethics complying with the requirements of Rule 17j-l under the 1940 Act and Rule 204A-1 of the Advisers Act and will provide the Advisor with a copy of the code of ethics and evidence of its adoption. The Subadvisor acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund (the Code of Ethics). It will not be subject to the Code of Ethics during the term of this Agreement so long as its code of ethics complies with applicable regulatory requirements and has been approved by the Trustees. Within 15 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadvisor shall certify to the Fund and to the Advisor that the Subadvisor has complied with the requirements of Rules 17j-l and 204A-1 of the Advisers Act during the previous calendar quarter and that there has been no violation of its code of ethics, or the Code of Ethics, as the case may be, 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 all other records relevant to the Subadvisors code of ethics as may be reasonably requested by the Advisor or Trustees from time to time.
(h) It will use all necessary efforts to manage the Assets of the Series so that it will satisfy the diversification and minimum good income requirements of Subchapter M and the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.
(i) It has furnished a true and complete copy of its registration statement as filed with the Securities and Exchange Commission (the Commission) on Form ADV
8
to the Advisor and will furnish promptly such updated copies of its registration statement or amendments thereto as are filed with the Commission from time to time.
(j) It will furnish to the Advisor true and complete copies of reports or other documents as may be reasonably requested by the Advisor in connection with the performance of the Subadvisors duties and obligations under this Agreement.
(k) It will be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Assets of the Series in accordance with the requirements thereunder.
(l) It will furnish or otherwise make available to the Advisor such other information relating to the business affairs of the Subadvisor or the management of the Series as the Advisor at any time, or from time to time, reasonably requests in connection with the Advisors or Subadvisors performance of its respective obligations hereunder; subject, however, to the Subadvisors right to retain all such records as the Subadvisor is required to maintain under the Advisers Act and the rules and regulations promulgated thereunder; provided, further, that the Fund and the Advisor shall be entitled to make and maintain copies of any records so retained by the Subadvisor.
(m) It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Advisers Act and the Rules thereunder, the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadvisor agrees that such records are the property of the Fund, and will be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either.
(n) The Subadvisor hereby warrants and represents that it will provide the requisite certifications requested by the chief executive office and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR as required under the Sarbanes-Oxley Act of 2002 in substantially the form presented in Schedule E attached hereto and made a part hereof.
(o) It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadvisor and its supervised persons, and, to the extent the activities of the Subadvisor in respect to the Fund could affect the Fund, by the Fund, of federal securities laws (as defined in Rule 38a-1 under the Act), and that the Subadvisor has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information requested by the Fund. The Subadvisor agrees to cooperate with periodic reviews by the Funds compliance personnel of the Subadvisors policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Subadvisors policies and procedures, compliance by the Subadvisor with federal securities laws and related matters and the Funds compliance personnel may reasonably request. The Subadvisor agrees to promptly notify the Advisor of any material compliance violations which affect the Series.
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| 17. | Representations, Warranties and Agreements of the Advisor . The Advisor represents, warrants and agrees that: |
(a) It is registered as an investment advisor under the Advisers Act.
(b) It shall continue to meet any other applicable federal or state requirements, or the applicable requirements of any regulatory or self-regulatory agency, necessary to be met for its performance of the services contemplated by this Agreement so long as this Agreement remains in effect.
(c) It is not prohibited by the 1940 Act, the Advisers Act or other applicable federal or state law from performing the services contemplated by this Agreement.
(d) It is duly organized and validly existing under the laws of the State in which it was organized with the power to own and posses its assets and carry on its business as it is now being conducted.
(e) It has the power and has taken all necessary action, and has obtained all necessary licenses, authorizations and approvals, to execute this Agreement, which Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, to enter into and perform the services contemplated by this Agreement; and the execution, delivery and performance by it of this Agreement does not contravene or constitute a default under any agreement binding upon it.
(f) It has delivered, or will before the effective date of this Agreement deliver, to the Subadvisor true and complete copies of (i) the Prospectus, (ii) the Declaration of Trust, and (iii) such other documents or instruments governing the investments and investment policies and practices of the Series applicable to the Subadvisors duties and obligations hereunder, and during the term of this Agreement will promptly deliver to the Subadvisor true and complete copies of all documents and instruments supplementing, amending, or otherwise becoming such documents or instruments before or at the time they become effective.
(g) It will furnish or otherwise make available to the Subadvisor such other information relating to the business affairs of the Fund as the Subadvisor at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.
| 18. | Representations, Warranties and Agreements of the Fund . By their approval of this Agreement the Trustees represent, warrant and agree that: |
(a) The Fund is not prohibited by the 1940 Act or other applicable federal or state law from performing their obligations under this Agreement.
(b) The Fund is duly organized and validly existing under the laws of the State in which it was organized with the power to own and posses its assets and carry on its business as it is now being conducted.
10
(c) The Fund has taken all necessary action, and have obtained all necessary licenses, authorizations and approvals, to permit the Fund to enter into this Agreement, which Agreement constitutes the Funds legal, valid and binding obligation, enforceable in accordance with its terms; and the execution, delivery and performance by the Fund of this Agreement does not contravene or constitute a default under any agreement binding upon the Fund.
| 19. | Reports . The Subadvisor shall provide the Advisor and the Trustees such periodic and special reports as the Advisor may reasonably request. The Subadvisor agrees that such records are the property of the Fund, and shall be made reasonably available for inspections, and by the Fund or by the Advisor as agent of the Fund, and promptly upon request surrendered to either. Without limiting the generality of the foregoing, the parties agree and acknowledge that the Subadvisor shall provide the following items: |
(a) Quarterly reports, in form and substance acceptable to the Advisor, including but not limited to reports with respect to: (i) compliance with the Subadvisors code of ethics; (ii) compliance with procedures adopted from time to time by the Trustees relative to securities eligible for resale pursuant to Rule 144A under the 1933 Act; (iii) diversification of the Assets of the Series assets in accordance with the then governing laws and prevailing Prospectus pertaining to the Series; (iv) compliance with governing Fund policies and restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered illiquid for the purposes of complying with the Series limitation on acquisition of illiquid securities; (v) cross transactions conducted pursuant to Rule 17a-7 under the 1940 Act; (vi) allocations of brokerage transactions along with descriptions of the bases for those allocations and the receipt and treatment of brokerage and research services received, as may be requested to ensure compliance with Section 28(e) of the 1934 Act; (vii) any and all other reports reasonably requested in accordance with or described in this Agreement; and, (viii) the implementation of the Assets of the Series investment program, including, without limitation, analyses of Series performance pertaining to the Assets of the Series;
(b) Annual or other periodic reports, in form and substance acceptable to the Advisor, including but not limited reports with respect to: (i) analyses of Series performance pertaining to the Assets of the Series; (ii) disclosure related to the portfolio management of the Assets of the Series and the Subadvisor as may be contained in the Prospectus or marketing materials as amended, supplemented or otherwise updated from time to time; and (iii) foreign custody arrangements as governed by Rule 17f-7 under the 1940 Act; (iv) compliance with the Subadvisors code of ethics pursuant to Rule 17j-1; and (v) such compliance certifications as may be reasonably requested.
(c) The parties acknowledge and agree that the Subadvisor is authorized to supply the Funds independent accountants, PricewaterhouseCoopers LLP, or any successor accountant for the Fund, any reasonable information that they may request in connection with the Fund.
In addition, the Subadvisor shall immediately notify and forward to both the Advisor and legal counsel for the Series whose identity has been provided to the Subadvisor any legal
11
process served upon it on behalf of the Advisor or the Fund. The Subadvisor shall promptly notify the Advisor of any changes in any information concerning the Subadvisor of which the Subadvisor becomes aware that is or would be required to be disclosed in the Funds registration statement.
| 20. | Proxies and Class Actions . The Subadvisor shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the Assets. Unless the Advisor or the Fund gives the Subadvisor written instructions to the contrary, the Subadvisor will, in compliance with the proxy voting policy and procedures adopted by the Subadvisor, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which the Assets of the Series may be invested. The Advisor shall cause the Custodian to forward promptly to the Subadvisor all such proxies upon receipt, so as to afford the Subadvisor a reasonable amount of time in which to determine how to vote such proxies. The Subadvisor agrees to provide the Advisor in a timely manner with quarterly proxy voting reports containing a record of votes cast containing all of the voting information required by Form N-PX. The Subadvisor will not advise or act on behalf of the Series to file Form N-PX as required by Rule 30b1-4 under the Act. The Subadvisor will not advise or act on behalf of the Series in regards to class action filings, with respect to any securities held by the Series. |
| 21. | Valuation of Assets and Related Recordkeeping . The Subadvisor shall assist the recordkeeping agent for the Fund in determining or confirming the value of any securities or other assets pertaining to the Assets of 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. |
| 22. | Amendment . This Agreement may be amended at any time, but only by written agreement between the Subadvisor and the Advisor, which amendment, other than amendments to Schedule A, B, C, D or E, is subject to the approval of the Trustees and the Shareholders of the Fund as and to the extent required by the 1940 Act. |
| 23. | Effective Date; Term . This Agreement shall become effective on the date set forth on the first page of this Agreement. Unless terminated as hereinafter provided, this Agreement shall remain in full force and effect until December 31, 2010, and thereafter only so long as its continuance has been specifically approved at least annually in accordance with Sections 15(a) and (c) of the 1940 Act and the Rules promulgated thereunder. |
| 24. | Notices . Except as otherwise provided in this Agreement, all notices or other communications required of permitted to be given hereunder shall be in writing and shall be delivered or sent by (i) confirmed facsimile, (ii) registered, certified or overnight mail, or (iii) a nationally recognized overnight courier, to the following addresses or to such other address as the relevant addressee shall hereafter notify for such purpose to the other by notice in writing and shall be deemed to have been given at the time of delivery. |
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| 25. | Termination . This Agreement may be terminated by any 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 any party hereto to the other party. |
| 26. | Use of Subadvisors Name . Subadvisor hereby grants to the Fund and Advisor a non-exclusive, royalty-free, worldwide license to use the subadvisors name and logo in any and all promotional materials, prospectuses and registration statements during the term of this Agreement. The Fund shall furnish, or shall cause to be furnished, to the subadvisor or its designee, each piece of sales literature or other promotional material in which the subadvisor is named, at least ten (10) business days prior to its use. The subadvisor shall be permitted to review and approve the material in written or electronic form prior to such printing. No such material shall be used if the subadvisor or its designee reasonably objects to such use within ten (10) business days after receipt of this material, such approval, may not be unreasonably withheld. |
| 27. | Applicable Law . To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of New York, without giving effect to the conflicts of laws principles thereof. |
| 28. | Severability . If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. |
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| 29. | Certifications . The Subadvisor hereby warrants and represents that it will provide the requisite certifications requested by the Chief Executive Officer and the Chief Financial Officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-SAR as required under the Sarbanes-Oxley Act of 2002. |
| 30. | Entire Agreement . This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. |
| 31. | Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all such counterparts shall constitute a single instrument. |
| THE PHOENIX EDGE SERIES FUND | ||
| By: |
/s/ Kathleen A. McGah |
|
| Name: | Kathleen A. McGah | |
| Title: | Vice President and Secretary | |
| PHOENIX VARIABLE ADVISORS, INC. | ||
| By: |
/s/ John H. Beers |
|
| Name: | John H. Beers | |
| Title: | Vice President and Secretary | |
ACCEPTED:
| NEUBERGER BERMAN MANAGEMENT LLC | ||
| By: |
/s/ Robert Conti |
|
| Name: | Robert Conti | |
| Title: | MD | |
| SCHEDULES: |
A. Operational Procedures |
|
|
B. Records to be Maintained by the Subadvisor |
||
|
C. Subadvisory Fee |
||
|
D. Subadvisor Functions |
||
|
E. Form of Sub-Certification |
||
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SCHEDULE A
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of information to be supplied by the Subadvisor to State Street Bank and Trust Company (the Custodian) and PNC Global Investment Servicing (the Sub-Accounting Agent) for the Fund.
The Subadvisor must furnish the Custodian and Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5:00 p.m. (Eastern time) on the day of the trade (confirmation received from broker). The necessary information can be sent electronically or via facsimile machine to the Custodian and the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following:
| 1. | Purchase or sale; |
| 2. | Security name; |
| 3. | Security identifier (e.g., CUSIP), if applicable; |
| 4. | Number of shares and sales price per share; |
| 5. | Executing broker; |
| 6. | Settlement instructions for foreign trades; clearing and executing broker for domestic trades; |
| 7. | Trade date; |
| 8. | Settlement date; |
| 9. | Aggregate commission or if a net trade; |
| 10. | Interest purchased or sold from interest bearing security; |
| 11. | Other fees; |
| 12. | Net proceeds of the transaction; |
| 13. | Exchange where trade was executed; |
| 14. | Currency for foreign trades; |
| 15. | Ticker symbol for domestic trades; and |
| 16. | Identified tax lot (if applicable). |
When opening accounts with brokers for, and in the name of, the Series, the account must be a cash account. No margin accounts are to be maintained in the name of the Series. Delivery instructions are as specified by the Custodian. The Custodian and Sub-Accounting Agent will supply the Subadvisor daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection report, which shall include cash detail and pending trades. This will normally be done by electronically or via facsimile machine by confirmed facsimile or confirmed electronic transmission so that the Subadvisor will know the amount available for investment purposes.
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SCHEDULE B
RECORDS TO BE MAINTAINED BY THE SUBADVISOR
| 1. | (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series purchases and sales, given by the Subadvisor on behalf of the Series for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include: |
| A. | The name of the broker; |
| B. | The terms and conditions of the order and of any modifications or 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 placed by the Subadvisor to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record: |
| A. | Shall include the consideration given to: |
| (i) | The sale of shares of the Fund by brokers or dealers. |
| (ii) | The supplying of services or benefits by brokers or dealers to: |
| (a) | The Fund, |
| (b) | The Advisor, |
| (c) | The Subadvisor, and |
| (d) | Any person other than the foregoing. |
| (iii) | Any other consideration other than the technical qualifications of the brokers and dealers as such. |
| B. | Shall show the nature of the services or benefits made available. |
| C. | Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation. |
| D. | The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation. |
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| 3. | (Rule 31a-(b)(10)) A records in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.* |
| 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 Subadvisors transactions for the Series. |
| * | Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendation; i.e., buy, sell, hold) or any internal reports or subadvisor review. |
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SCHEDULE C
SUBADVISORY FEE
For services provided to the Fund, the Advisor will pay to the Subadvisor, on or before the 10th day of each month, a fee, payable in arrears, at the annual rate stated below.
The fees shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadvisor, the net asset value of the Fund and each Series shall be valued as set forth in the then current registration statement of the Fund.
|
Name of Series: |
Annual Subadvisory Fee Rate |
|
| Phoenix Small-Cap Growth Series |
0.55% on the first $300 million of series assets 0.40% on series assets over $300 million |
With respect to the Small-Cap Growth Series, the maximum amount of Managed Assets that may be held in the account is $200 million. Additional capacity over $200 million is solely at the discretion of the Sub-Adviser.
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SCHEDULE D
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, all as set forth in the Objectives and Policies; |
| (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 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 Objectives and Policies and governing laws; (iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered illiquid for the purposes of complying with the Series limitation on acquisition of illiquid securities included in the Objectives and Policies; (v) any and all other reports reasonably requested in accordance with or described in this Agreement; and (vi) the implementation of the Series investment program, including, without limitation, analysis of Series performance; |
| (d) | Promptly after filing with the Securities and Exchange Commission an amendment to its Form ADV, a copy of such amendment to the Advisor and the Trustees; |
| (e) | Attendance by appropriate representatives of the Subadvisor at meetings requested by the Advisor or Trustees at such time(s) and location(s) as reasonably requested by the Advisor or Trustees; and |
| (f) | Notice to the Trustees and the Advisor of the occurrence of any event which would disqualify the Subadvisor from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. |
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SCHEDULE E
FORM OF SUB-CERTIFICATION
To:
| Re: | Form N-CSR Certification for the [Name of Series]. |
| From: | [Name of Subadvisor] |
Representations in support of Investment Company Act Rule 30b1-5 certifications of Form N-CSR.
[Name of Series].
In connection with your certification responsibility under Rule 30b1-5 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented for the period ended [Date of Reporting Period] (the Reports) which forms part of the N-CSR for the Series.
Schedule of Investments (the Reports)
Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.
In addition, our organization has:
| a. | Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual funds. |
| b. | In addition, to the best of my knowledge there has been no fraud, whether, or not material, that involves our organizations management or other employees who have a significant role in our organizations control and procedures as they relate to our duties as Subadvisor to the Series. |
I have read the draft of the Reports which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such drafts of the Reports do not, with respect to the Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Reports.
I have disclosed, based on my most recent evaluation, to the Series Chief Accounting Officer:
| a. | All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadvisors internal controls and procedures which could adversely affect the Advisors ability to record, process, summarize and report financial data in a timely fashion; |
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| b. | Any fraud, whether or not material, that involves the Subadvisors management or other employees who have significant role in the Subadvisors internal controls and procedures for financial reporting. |
I certify that to the best of my knowledge:
| a. | The Subadvisors portfolio manager has complied with the restrictions and reporting requirements of the Subadvisors Code of Ethics (the Code). |
| b. | The Subadvisor has complied with the Prospectus and Statement of Additional Information of the Series and the Policies and Procedures of the Series as adopted by the Board of Trustees. |
| c. | I have no knowledge of any compliance violations with respect to the Series except as disclosed in writing to the Phoenix Compliance Department by me or by the Subadvisors compliance officer. |
| d. | The Subadvisor has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadvisor with respect to the Series as outlined above. |
This certification relates solely to the Series named above and may not be relied upon by any other fund or entity.
The Subadvisor does not maintain the official books and records of the above Series. The Subadvisors records are based on its own portfolio management system, a record-keeping system that is not intended to service as the Funds official accounting system. The Subadvisor is not responsible for the preparation of the Reports.
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| [Name of Authorized Signature] | Date |
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Exhibit 28(d)2(8)b
Second Amendment to Subadvisory Agreement between Phoenix Variable Advisors, Inc. and Morgan
Stanley Investment Management Inc. d/b/a Van Kampen on behalf of Phoenix-Van Kampen Equity 500
Index Series
SECOND AMENDMENT TO SUBADVISORY AGREEMENT
THIS AMENDMENT made as of the 1 st day of December 2008 between Phoenix Variable Advisors, Inc. (the Advisor or PVA), a corporation organized under the laws of the state of Delaware, and Morgan Stanley Investment Management Inc., d/b/a/ Van Kampen (Subadvisor), a corporation organized under the laws of the State of Delaware.
RECITALS
The Advisor and Subadvisor entered into a Subadvisory Agreement effective as of September 1, 2006, and amended October 1, 2007 (the Agreement), pursuant to which the Subadvisor agreed to provide certain subadvisory and related services to the Advisor.
Under a certain exemptive order issued by the Securities and Exchange Commission on August 6, 2002, Release No. 25693 (the Order), the Advisor has been granted the authority, subject to the approval of the Trusts Board of Trustees, to enter into subadvisory agreements with subadvisors, materially amend existing subadvisory agreements, and approve new subadvisory agreements with existing subadvisors in cases where the subadvisory agreement has been terminated as a result of an assignment, in each case without such subadvisory agreement being approved by the shareholders of the applicable series.
As permitted by the Order, effective December 1, 2008, PVA will reduce the advisory fee on the Phoenix Van Kampen Equity 500 Index Series which is advised by Van Kampen (Van Kampen) (also known as Morgan Stanley Investment Management Inc., doing business in certain instances as Miller Anderson, Van Kampen or Morgan Stanley Asset Management). The fee reduction was approved by a majority of the Trusts Board of Trustees who are not interested persons, as defined by section 2(a) (19) of the Act at a meeting held November 17-18, 2008. The Trusts shareholders will be notified of the Amendment either by a revised prospectus or supplement within a reasonable period of time before or after the fee change. The Advisor will not reduce the quality or quantity of its services and its obligations will remain the same in all respects.
NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the parties do hereby agree to amend the Agreement as follows:
1. Section 9 of the Agreement is hereby amended in order to reflect that the Subadvisor shall be compensated for its services in connection with each Series in accordance with the rates set forth in Schedule C.
2. Except as herein above and herein before modified, all other terms and conditions set forth in the Agreement shall be and remain in full force and effect. All initial capitalized terms used herein shall have such meaning as ascribed thereto in the Agreement, as amended.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment through their undersigned duly elected officers as of this the 1st day of December, 2008.
| THE PHOENIX EDGE SERIES FUND | ||
| By |
/s/ Gina Collopy OConnell |
|
| Name: | Gina Collopy OConnell | |
| Title: | Senior Vice President | |
| PHOENIX VARIABLE ADVISORS, INC. | ||
| By |
/s/ John H. Beers |
|
| Name: | John H. Beers | |
| Title: | Vice President and Secretary | |
ACCEPTED:
MORGAN STANLEY INVESTMENT MANAGEMENT INC.
| By: |
/s/ Randy Takian |
|
| Name: | Randy Takian | |
| Title: | Managing Director |
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SCHEDULE C
SUBADVISORY FEE
For services provided to the Fund, the Advisor will pay to the Subadvisor, on or before the 10th day of each month, a fee, payable in arrears, at the annual rate stated below. The fees shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadvisor, the net asset value of the Fund and each Designated Series shall be valued as set forth in the then current registration statement of the Fund.
Phoenix-Van Kampen Equity 500 Index Series:
0.10% on the first $100 million of average net assets;
0.085% on average net assets in excess of $100 million.
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Exhibit 28(d)2(9)
Subadvisory Agreement between Neuberger Berman Management LLC and Phoenix Variable
Advisors, Inc. on behalf of Phoenix Capital Growth Series
SUBADVISORY AGREEMENT
THE PHOENIX EDGE SERIES FUND
PHOENIX CAPITAL GROWTH SERIES
Neuberger Berman Management LLC
605 Third Avenue
New York, NY 10158
AGREEMENT made as of the 1st day of May, 2009 between Phoenix Variable Advisors, Inc. (the Advisor), a corporation organized under the laws of the State of Delaware, and Neuberger Berman Management LLC (the Subadvisor), a corporation organized under the laws of the State of New York.
WHEREAS, The Phoenix Edge Series Fund (the Fund) is a diversified open-end investment company of the series type registered under the Investment Company Act of 1940, as amended, (the 1940 Act); and
WHEREAS, the shares of the Fund may be offered in one or more separate series, including the Phoenix Capital Growth Series (the Series); and
WHEREAS, the Advisor has entered into an Investment Advisory Agreement (Advisory Agreement) with the Fund pursuant to which the Advisor acts as investment advisor to the Fund on behalf of one or more separate series of the Fund, including the Series; and
WHEREAS, pursuant to the Advisory Agreement, the Advisor renders certain investment advisory services to the Fund on behalf of the Series, including providing general oversight of the Series, and evaluating, recommending and monitoring one or more registered investment advisors to serve as subadvisor to the Series; and
WHEREAS, the Advisor desires, with the approval of the Trustees of the Fund (the Trustees), to retain Subadvisor to furnish portfolio management services for the Series; and
WHEREAS, the Subadvisor is willing to furnish such services on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the Advisor and the Subadvisor agree as follows:
| 1. | Employment as a Subadvisor . The Advisor, being duly authorized, hereby appoints the Subadvisor to serve as subadvisor with regard to the assets of the Series (the Assets), subject to the terms and conditions set forth in this Agreement. |
| 2. |
Acceptance of Employment; Standard of Performance . The Subadvisor accepts such appointment to serve as subadvisor of the Assets and agrees to use its best professional judgment to make investment decisions and provide related services for the Assets of the Series in accordance with the terms and conditions set forth in this Agreement and as set forth in Schedule D attached hereto and made a part hereof. The parties acknowledge and agree that the services of the Subadvisor hereunder are not deemed exclusive and that accordingly, the Subadvisor may render services to others so long as those services do |
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not conflict in any material manner with the Subadvisors performance of its duties and obligations pursuant to this Agreement. |
| 3. | Services of Subadvisor . Subject to the general oversight of the Advisor and the Trustees, the Subadvisor shall manage all of the Assets of the Series entrusted to it under this Agreement, including the purchase, retention, and disposition of assets, securities, and other property, and shall carry out all of its duties and obligations under this Agreement, according to the following terms and conditions: |
(a) At all times in performing its duties and obligations under this Agreement, the Subadvisor shall act in conformity with the following requirements: (i) the investment objectives, policies and restrictions of the Fund as they apply to the Assets of the Series and as set forth in the Funds then current prospectus and statement of additional information, as amended or supplemented from time to time, (collectively, the Prospectus); (ii) the Funds Agreement and Declaration of Trust, dated February 18, 1986, establishing the Fund, as may be amended from time to time, (Declaration of Trust); (iii) the 1940 Act, the Investment Advisers Act of 1940, as amended (the Advisers Act), the Securities Act of 1933, as amended, (the 1933 Act) and the Securities Exchange Act of 1934, as amended, (the 1934 Act) and the rules and regulations thereunder; (iv) the Internal Revenue Code of 1986, as amended, (the Code) and the rules and regulations thereunder, including but not limited to the requirements for adequate diversification under Section 817(h) of the Code, for treatment by the Series as a regulated investment company under sub-chapter M of the Code, and for avoiding payment of any excise tax under Section 4982 of the Code; (v) all other applicable federal and state laws, as each may be amended from time to time; and (vi) and any resolutions as may be duly adopted by the Trustees from time to time and any instructions and procedures of the Advisor, and, in either case, furnished to the Subadvisor (collectively, these requirements are referred to herein as the Investment Requirements).
(b) The Subadvisor shall furnish a continuous investment program and shall determine what portfolio investments will be purchased, retained, or sold by the Series with regards to the Assets of the Series in conformity with the Prospectus and other Investment Requirements.
(c) The Subadvisor shall effect all transactions and take all actions to implement the investment objectives and policies of the Series in accordance with this Agreement.
(d) The Subadvisor shall have full authority at all times with respect to the portfolio management of the Assets, including, but not limited to, the authority: (i) to give written or oral instructions to various broker/dealers, banks or other agents and to bind and obligate the Fund to and for the carrying out of contracts, arrangements, or transactions which shall be entered into by the Subadvisor on the Funds behalf with or through such broker/dealers, banks or other agents; (ii) to direct the purchase and sale of any securities; and (iii) to maintain such uninvested cash balances in the Assets of the
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Series as it shall deem reasonable and appropriate without incurring any liability for the payment of interest thereon.
(e) The Subadvisor shall not, without the Advisors prior written approval, effect any transaction or take any action that would cause the Assets of the Series at the time of the transaction or action to be out of compliance with any of the Investment Requirements. The Subadvisor shall promptly inform the Fund and the Advisor of developments materially affecting (or reasonably expected to affect) the Assets of the Series, and will, on its own initiative, furnish the Fund and the Advisor from time to time with whatever information the Subadvisor believes is appropriate for this purpose.
(f) The Subadvisor shall send or make available appropriate representatives to/for regular or special meetings of the Fund as may be reasonably requested from time to time by the Advisor.
(g) The Subadvisor shall provide appropriate representatives to attend meetings requested by the Advisor at such time(s) and location(s) as are reasonably requested by the Advisor.
(h) The Subadvisor shall place all orders for the purchase or sale of securities or other investments for the Assets of the Series with brokers or dealers selected by the Subadvisor, as more fully specified below in Section 6 of this Agreement.
| 4. | Transaction Procedures . All transactions for the purchase or sale of securities or other investments for the Assets of 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 and/or other property due to or from the Assets of 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, except as described herein. The Subadvisor shall advise the Custodian and confirm in writing or by confirmed electronic transmission to the Fund all investment orders for the Assets of 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 A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadvisor. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadvisor shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian other than arrangements, acts, omissions or other conduct arising in reliance on instructions of the Subadvisor. |
| 5. |
Recordkeeping and Reporting . The Subadvisor shall maintain the records and information required by Rule 31a-1 under the 1940 Act described in Schedule B attached hereto, with respect to the Assets of the Series. In addition, the Subadvisor shall maintain such other records relating to the services the Subadvisor provides under this Agreement |
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as may be required in the future by applicable SEC and other applicable rules, and shall retain such information for such times and in such manner as required by applicable rules, including but not limited to Rule 31a-2 under the 1940 Act. The records maintained by the Subadvisor hereunder shall be the property of the Fund and shall be surrendered promptly upon request; subject, however, to the Subadvisors right to retain all such records as the Subadvisor is required to maintain under the Advisers Act and the rules and regulations promulgated thereunder; provided, further, that the Fund shall be entitled to make and maintain copies of any records so retained by request. |
| 6. | Allocation of Brokerage . The Subadvisor shall have authority and discretion to select brokers and dealers, including any brokers and dealers affiliated with the Subadvisor, to execute transactions initiated by the Subadvisor on behalf of the Series with regard to the Assets, and to select the markets on or in which the transactions will be executed, subject to the following limitations: |
(a) The Subadvisor shall at all times seek best-execution, as defined in Section 28(e)(1) of the 1934 Act.
(b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time.
(c) In placing orders for the sale and purchase of securities for the Assets of the Series, the Subadvisors 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 Series, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide best-execution on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services, as defined in Section 28(e)(3) of the 1934 Act, provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisors overall responsibilities with respect to its clients, including the Series, as to which the Subadvisor exercises investment discretion, notwithstanding that the Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Series a lower commission on the particular transaction.
| 7. | Prohibited Conduct . In providing the services described in this Agreement, the Subadvisor will not consult with any other investment advisory firm that the Subadvisor knows provides investment advisory services to any of the Funds series regarding transactions for the Fund in securities or other assets. In addition, the Subadvisor shall not, without the prior written consent of the Fund and the Advisor, delegate any obligations assumed pursuant to this Agreement to any affiliated or unaffiliated third party. |
| 8. |
Expenses . During the term of this Agreement, the Subadvisor shall bear all expenses incurred by it in connection with providing its services hereunder. Without limiting the |
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foregoing, the parties acknowledge and agree that the Subadvisor shall furnish at its own expense, or pay the expenses of the Advisor, for the following items: |
(a) Office facilities, including office space, furniture and equipment utilized by the Subadvisors employees in the fulfillment of its duties and obligations under this Agreement; and
(b) Personnel and services necessary to perform the functions required to manage the investment and reinvestment of the Assets (including those required for research, analysis, pricing, reporting, statistics, and investment), and to fulfill the other duties and obligations of the Subadvisor hereunder.
| 9. | Fees for Services . The compensation of the Subadvisor for its services under this Agreement shall be calculated and paid by the Advisor in accordance with the attached Schedule C. Pursuant to the Advisory Agreement between the Fund and the Advisor, the Advisor shall be solely responsible for the payment of fees to the Subadvisor. |
| 10. | Limitation of Liability . The Subadvisor shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, so long as such acts or omissions shall not have constituted a breach of the investment objectives, policies and restrictions applicable to the Assets of the Series and such acts or omissions shall not have resulted from the Subadvisors willful misfeasance, bad faith, reckless disregard or gross negligence, a violation of the standard of care established by and applicable to the Subadvisor in its actions under this Agreement or a breach of its duty or of its obligations hereunder (provided further, however, that the foregoing shall not be construed to protect the Subadvisor from liability under the 1940 Act, other federal or state securities laws or common law). |
| 11. | Indemnification . |
(a) The Advisor agrees to indemnify and hold harmless the Subadvisor, its officers and directors, and any person who controls the Subadvisor, within the meaning of Section 15 of the Securities Act of 1933, as amended (the 1933 Act), from and against any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by Subadvisor resulting from (i) the Advisors breach of any provision of this Agreement, (ii) willful misfeasance, bad faith, reckless disregard or gross negligence on the part of the Advisor or any of its officers, directors or employees in the performance of the Advisors duties and obligations under this Agreement or (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus and Statement of Additional Information, as amended or supplemented from time to time or promotional materials pertaining or relating to the Series or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made by the Fund other than in reliance upon written information furnished by the Subadvisor or any
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affiliated person of the Subadvisor, expressly for use in the Funds registration statement or other than upon verbal information confirmed by the Subadvisor in writing expressly for use in the Funds registration statement.
In no case shall the Advisors indemnity in favor of the Subadvisor or any affiliated person or controlling person of the Subadvisor, or any other provision of this Agreement, be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
(b) The Subadvisor agrees to indemnify and hold harmless the Advisor, its officers and directors, and any person who controls the Advisor, within the meaning of Section 15 of the 1933 Act, from and against any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by Advisor resulting from (i) the Subadvisors breach of its duties under this Agreement, (ii) willful misfeasance, bad faith, reckless disregard or gross negligence on the part of the Subadvisor or any of its officers, directors or employees in the performance of the Subadvisors duties and obligations under this Agreement or (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or Statement of Additional Information, as amended or supplemented from time to time relating to the Series or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon written information furnished by the Subadvisor to the Advisor, the Fund or any affiliated person of the Advisor or the Fund expressly for use in the Funds registration statement, or upon verbal information confirmed by the Subadvisor in writing expressly for use in the Funds registration statement; or (iv) to the extent of, and as a result of, the failure of the Subadvisor to execute, or cause to be executed, portfolio transactions with respect to the Assets of the Series according to the standards and requirements of the 1934 Act, the 1940 Act and the Advisers Act.
In no case shall the Subadvisors indemnity in favor of the Advisor or any affiliated person or controlling person of the Advisor, or any other provision of this Agreement, be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
| 12. | Insurance . The Subadvisor shall, during the term of this Agreement, at its own expense, maintain adequate liability and errors and omissions insurance coverage to the reasonable satisfaction of the Advisor. |
| 13. |
No Personal Liability . Reference is hereby made to the Declaration of Trust, a copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as |
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required by law. The name The Phoenix Edge Series Fund refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the Fund estate under said Declaration of Fund is liable. Without limiting the generality of the foregoing, neither the Subadvisor nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the Fund estate. |
| 14. | Confidentiality . Subject to the duty of the Advisor or Subadvisor to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Series and the actions of the Subadvisor and the Fund in respect thereof. It is understood that any information or recommendation supplied by the Subadvisor in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Advisor, the Fund or such persons as the Advisor may designate in connection with the Series. It is also understood that any information supplied to the Subadvisor in connection with the performance of its obligations hereunder, particularly, but not limited to, any list of investments which, on a temporary basis, may not be bought or sold for the Series, is to be regarded as confidential and for use only by the Subadvisor in connection with its obligation to provide investment advice and other services to the Series. The parties acknowledge and agree that all nonpublic personal information with regard to shareholders in the Series shall be deemed proprietary information of the Advisor, and that the Subadvisor shall use that information solely in the performance of its duties and obligations under this Agreement and shall takes reasonable steps to safeguard the confidentiality of that information. Further, the Subadvisor shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities pursuant to this Agreement including all means for the effecting of investment transactions. |
| 15. | Assignment . This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the 1940 Act. The Subadvisor shall provide the Advisor with reasonable advance written notice of any proposed change of control, as defined in Section 2(a)(9) of the 1940 Act, as will enable the Advisor to consider whether an assignment as defined in Section 2(a)(4) of the 1940 Act will occur and to take the steps it deems necessary. The understandings and obligations set forth in this Section shall survive the termination of this Agreement and shall be binding upon the Subadvisor and its successors. |
| 16. | Representations, Warranties and Agreements of the Subadvisor . The Subadvisor represents, warrants and agrees that: |
(a) It is registered as an investment advisor under the Advisers Act and will maintain such status so long as this Agreement remains in effect.
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(b) It shall comply with any other applicable federal or state requirements, and the applicable requirements of any regulatory or self-regulatory agency, necessary to be met for its performance of the services contemplated by this Agreement so long as this Agreement remains in effect.
(c) It is not prohibited by the 1940 Act, the Advisers Act or other applicable federal or state law from performing the services contemplated by this Agreement.
(d) It is duly organized and validly existing under the laws of the State in which it was organized with the power to own and posses its assets and carry on its business as it is now being conducted.
(e) It has the power and has taken all necessary action, and has obtained all necessary licenses, authorizations and approvals, to execute this Agreement, which Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, to enter into and perform the services contemplated by this Agreement; and the execution, delivery and performance by it of this Agreement does not contravene or constitute a default under any agreement binding upon it.
(f) It will promptly notify the Advisor of the occurrence of any event that would disqualify it from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
(g) It has a written code of ethics complying with the requirements of Rule 17j-l under the 1940 Act and Rule 204A-1 of the Advisers Act and will provide the Advisor with a copy of the code of ethics and evidence of its adoption. The Subadvisor acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund (the Code of Ethics). It will not be subject to the Code of Ethics during the term of this Agreement so long as its code of ethics complies with applicable regulatory requirements and has been approved by the Trustees. Within 15 days of the end of each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadvisor shall certify to the Fund and to the Advisor that the Subadvisor has complied with the requirements of Rules 17j-l and 204A-1 of the Advisers Act during the previous calendar quarter and that there has been no violation of its code of ethics, or the Code of Ethics, as the case may be, 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 all other records relevant to the Subadvisors code of ethics as may be reasonably requested by the Advisor or Trustees from time to time.
(h) It will use all necessary efforts to manage the Assets of the Series so that it will satisfy the diversification and minimum good income requirements of Subchapter M and the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended.
(i) It has furnished a true and complete copy of its registration statement as filed with the Securities and Exchange Commission (the Commission) on Form ADV
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to the Advisor and will furnish promptly such updated copies of its registration statement or amendments thereto as are filed with the Commission from time to time.
(j) It will furnish to the Advisor true and complete copies of reports or other documents as may be reasonably requested by the Advisor in connection with the performance of the Subadvisors duties and obligations under this Agreement.
(k) It will be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Assets of the Series in accordance with the requirements thereunder.
(l) It will furnish or otherwise make available to the Advisor such other information relating to the business affairs of the Subadvisor or the management of the Series as the Advisor at any time, or from time to time, reasonably requests in connection with the Advisors or Subadvisors performance of its respective obligations hereunder; subject, however, to the Subadvisors right to retain all such records as the Subadvisor is required to maintain under the Advisers Act and the rules and regulations promulgated thereunder; provided, further, that the Fund and the Advisor shall be entitled to make and maintain copies of any records so retained by the Subadvisor.
(m) It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Advisers Act and the Rules thereunder, the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadvisor agrees that such records are the property of the Fund, and will be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either.
(n) The Subadvisor hereby warrants and represents that it will provide the requisite certifications requested by the chief executive office and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR as required under the Sarbanes-Oxley Act of 2002 in substantially the form presented in Schedule E attached hereto and made a part hereof.
(o) It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadvisor and its supervised persons, and, to the extent the activities of the Subadvisor in respect to the Fund could affect the Fund, by the Fund, of federal securities laws (as defined in Rule 38a-1 under the Act), and that the Subadvisor has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information requested by the Fund. The Subadvisor agrees to cooperate with periodic reviews by the Funds compliance personnel of the Subadvisors policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund from time to time such additional information and certifications in respect of the Subadvisors policies and procedures, compliance by the Subadvisor with federal securities laws and related matters and the Funds compliance personnel may reasonably request. The Subadvisor agrees to promptly notify the Advisor of any material compliance violations which affect the Series.
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| 17. | Representations, Warranties and Agreements of the Advisor . The Advisor represents, warrants and agrees that: |
(a) It is registered as an investment advisor under the Advisers Act.
(b) It shall continue to meet any other applicable federal or state requirements, or the applicable requirements of any regulatory or self-regulatory agency, necessary to be met for its performance of the services contemplated by this Agreement so long as this Agreement remains in effect.
(c) It is not prohibited by the 1940 Act, the Advisers Act or other applicable federal or state law from performing the services contemplated by this Agreement.
(d) It is duly organized and validly existing under the laws of the State in which it was organized with the power to own and posses its assets and carry on its business as it is now being conducted.
(e) It has the power and has taken all necessary action, and has obtained all necessary licenses, authorizations and approvals, to execute this Agreement, which Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, to enter into and perform the services contemplated by this Agreement; and the execution, delivery and performance by it of this Agreement does not contravene or constitute a default under any agreement binding upon it.
(f) It has delivered, or will before the effective date of this Agreement deliver, to the Subadvisor true and complete copies of (i) the Prospectus, (ii) the Declaration of Trust, and (iii) such other documents or instruments governing the investments and investment policies and practices of the Series applicable to the Subadvisors duties and obligations hereunder, and during the term of this Agreement will promptly deliver to the Subadvisor true and complete copies of all documents and instruments supplementing, amending, or otherwise becoming such documents or instruments before or at the time they become effective.
(g) It will furnish or otherwise make available to the Subadvisor such other information relating to the business affairs of the Fund as the Subadvisor at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.
| 18. | Representations, Warranties and Agreements of the Fund . By their approval of this Agreement the Trustees represent, warrant and agree that: |
(a) The Fund is not prohibited by the 1940 Act or other applicable federal or state law from performing their obligations under this Agreement.
(b) The Fund is duly organized and validly existing under the laws of the State in which it was organized with the power to own and posses its assets and carry on its business as it is now being conducted.
10
(c) The Fund has taken all necessary action, and have obtained all necessary licenses, authorizations and approvals, to permit the Fund to enter into this Agreement, which Agreement constitutes the Funds legal, valid and binding obligation, enforceable in accordance with its terms; and the execution, delivery and performance by the Fund of this Agreement does not contravene or constitute a default under any agreement binding upon the Fund.
| 19. | Reports . The Subadvisor shall provide the Advisor and the Trustees such periodic and special reports as the Advisor may reasonably request. The Subadvisor agrees that such records are the property of the Fund, and shall be made reasonably available for inspections, and by the Fund or by the Advisor as agent of the Fund, and promptly upon request surrendered to either. Without limiting the generality of the foregoing, the parties agree and acknowledge that the Subadvisor shall provide the following items: |
(a) Quarterly reports, in form and substance acceptable to the Advisor, including but not limited to reports with respect to: (i) compliance with the Subadvisors code of ethics; (ii) compliance with procedures adopted from time to time by the Trustees relative to securities eligible for resale pursuant to Rule 144A under the 1933 Act; (iii) diversification of the Assets of the Series assets in accordance with the then governing laws and prevailing Prospectus pertaining to the Series; (iv) compliance with governing Fund policies and restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered illiquid for the purposes of complying with the Series limitation on acquisition of illiquid securities; (v) cross transactions conducted pursuant to Rule 17a-7 under the 1940 Act; (vi) allocations of brokerage transactions along with descriptions of the bases for those allocations and the receipt and treatment of brokerage and research services received, as may be requested to ensure compliance with Section 28(e) of the 1934 Act; (vii) any and all other reports reasonably requested in accordance with or described in this Agreement; and, (viii) the implementation of the Assets of the Series investment program, including, without limitation, analyses of Series performance pertaining to the Assets of the Series;
(b) Annual or other periodic reports, in form and substance acceptable to the Advisor, including but not limited reports with respect to: (i) analyses of Series performance pertaining to the Assets of the Series; (ii) disclosure related to the portfolio management of the Assets of the Series and the Subadvisor as may be contained in the Prospectus or marketing materials as amended, supplemented or otherwise updated from time to time; and (iii) foreign custody arrangements as governed by Rule 17f-7 under the 1940 Act; (iv) compliance with the Subadvisors code of ethics pursuant to Rule 17j-1; and (v) such compliance certifications as may be reasonably requested.
(c) The parties acknowledge and agree that the Subadvisor is authorized to supply the Funds independent accountants, PricewaterhouseCoopers LLP, or any successor accountant for the Fund, any reasonable information that they may request in connection with the Fund.
In addition, the Subadvisor shall immediately notify and forward to both the Advisor and legal counsel for the Series whose identity has been provided to the Subadvisor any legal
11
process served upon it on behalf of the Advisor or the Fund. The Subadvisor shall promptly notify the Advisor of any changes in any information concerning the Subadvisor of which the Subadvisor becomes aware that is or would be required to be disclosed in the Funds registration statement.
| 20. | Proxies and Class Actions . The Subadvisor shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the Assets. Unless the Advisor or the Fund gives the Subadvisor written instructions to the contrary, the Subadvisor will, in compliance with the proxy voting policy and procedures adopted by the Subadvisor, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which the Assets of the Series may be invested. The Advisor shall cause the Custodian to forward promptly to the Subadvisor all such proxies upon receipt, so as to afford the Subadvisor a reasonable amount of time in which to determine how to vote such proxies. The Subadvisor agrees to provide the Advisor in a timely manner with quarterly proxy voting reports containing a record of votes cast containing all of the voting information required by Form N-PX. The Subadvisor will not advise or act on behalf of the Series to file Form N-PX as required by Rule 30b1-4 under the Act. The Subadvisor will not advise or act on behalf of the Series in regards to class action filings, with respect to any securities held by the Series. |
| 21. | Valuation of Assets and Related Recordkeeping . The Subadvisor shall assist the recordkeeping agent for the Fund in determining or confirming the value of any securities or other assets pertaining to the Assets of 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. |
| 22. | Amendment . This Agreement may be amended at any time, but only by written agreement between the Subadvisor and the Advisor, which amendment, other than amendments to Schedule A, B, C, D or E, is subject to the approval of the Trustees and the Shareholders of the Fund as and to the extent required by the 1940 Act. |
| 23. | Effective Date; Term . This Agreement shall become effective on the date set forth on the first page of this Agreement. Unless terminated as hereinafter provided, this Agreement shall remain in full force and effect until December 31, 2010, and thereafter only so long as its continuance has been specifically approved at least annually in accordance with Sections 15(a) and (c) of the 1940 Act and the Rules promulgated thereunder. |
| 24. | Notices . Except as otherwise provided in this Agreement, all notices or other communications required of permitted to be given hereunder shall be in writing and shall be delivered or sent by (i) confirmed facsimile, (ii) registered, certified or overnight mail, or (iii) a nationally recognized overnight courier, to the following addresses or to such other address as the relevant addressee shall hereafter notify for such purpose to the other by notice in writing and shall be deemed to have been given at the time of delivery. |
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| 25. | Termination . This Agreement may be terminated by any 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 any party hereto to the other party. |
| 26. | Use of Subadvisors Name. Subadvisor hereby grants to the Fund and Advisor a non-exclusive, royalty-free, worldwide license to use the subadvisors name and logo in any and all promotional materials, prospectuses and registration statements during the term of this Agreement. The Fund shall furnish, or shall cause to be furnished, to the subadvisor or its designee, each piece of sales literature or other promotional material in which the subadvisor is named, at least ten (10) business days prior to its use. The subadvisor shall be permitted to review and approve the material in written or electronic form prior to such printing. No such material shall be used if the subadvisor or its designee reasonably objects to such use within ten (10) business days after receipt of this material, such approval, may not be unreasonably withheld. |
| 27. | Applicable Law . To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of New York, without giving effect to the conflicts of laws principles thereof. |
| 28. | Severability . If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. |
| 29. |
Certifications . The Subadvisor hereby warrants and represents that it will provide the requisite certifications requested by the Chief Executive Officer and the Chief Financial Officer of the Fund necessary for those named officers to fulfill their reporting and |
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|
certification obligations on Form N-SAR as required under the Sarbanes-Oxley Act of 2002. |
| 30. | Entire Agreement . This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. |
| 31. | Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all such counterparts shall constitute a single instrument. |
| THE PHOENIX EDGE SERIES FUND | ||
| By: |
/s/ Kathleen A. McGah |
|
| Name: | Kathleen A. McGah | |
| Title: | Vice President and Secretary | |
| PHOENIX VARIABLE ADVISORS, INC. | ||
| By: |
/s/ John H. Beers |
|
| Name: | John H. Beers | |
| Title: | Vice President and Secretary | |
ACCEPTED:
| NEUBERGER BERMAN MANAGEMENT LLC | ||
| By: |
/s/ Robert Conti |
|
| Name: | Robert Conti | |
| Title: | MD | |
| SCHEDULES: |
A. Operational Procedures |
|
|
B. Records to be Maintained by the Subadvisor |
||
|
C. Subadvisory Fee |
||
|
D. Subadvisor Functions |
||
|
E. Form of Sub-Certification |
||
14
SCHEDULE A
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of information to be supplied by the Subadvisor to State Street Bank and Trust Company (the Custodian) and PNC Global Investment Servicing (the Sub-Accounting Agent) for the Fund.
The Subadvisor must furnish the Custodian and Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5:00 p.m. (Eastern time) on the day of the trade (confirmation received from broker). The necessary information can be sent electronically or via facsimile machine to the Custodian and the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following:
| 1. | Purchase or sale; |
| 2. | Security name; |
| 3. | Security identifier (e.g., CUSIP), if applicable; |
| 4. | Number of shares and sales price per share; |
| 5. | Executing broker; |
| 6. | Settlement instructions for foreign trades; clearing and executing broker for domestic trades; |
| 7. | Trade date; |
| 8. | Settlement date; |
| 9. | Aggregate commission or if a net trade; |
| 10. | Interest purchased or sold from interest bearing security; |
| 11. | Other fees; |
| 12. | Net proceeds of the transaction; |
| 13. | Exchange where trade was executed; |
| 14. | Currency for foreign trades; |
| 15. | Ticker symbol for domestic trades; and |
| 16. | Identified tax lot (if applicable). |
When opening accounts with brokers for, and in the name of, the Series, the account must be a cash account. No margin accounts are to be maintained in the name of the Series. Delivery instructions are as specified by the Custodian. The Custodian and Sub-Accounting Agent will supply the Subadvisor daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection report, which shall include cash detail and pending trades. This will normally be done by electronically or via facsimile machine by confirmed facsimile or confirmed electronic transmission so that the Subadvisor will know the amount available for investment purposes.
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SCHEDULE B
RECORDS TO BE MAINTAINED BY THE SUBADVISOR
| 1. | (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series purchases and sales, given by the Subadvisor on behalf of the Series for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include: |
| A. | The name of the broker; |
| B. | The terms and conditions of the order and of any modifications or 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 placed by the Subadvisor to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record: |
| A. | Shall include the consideration given to: |
| (i) | The sale of shares of the Fund by brokers or dealers. |
| (ii) | The supplying of services or benefits by brokers or dealers to: |
| (a) | The Fund, |
| (b) | The Advisor, |
| (c) | The Subadvisor, and |
| (d) | Any person other than the foregoing. |
| (iii) | Any other consideration other than the technical qualifications of the brokers and dealers as such. |
| B. | Shall show the nature of the services or benefits made available. |
| C. | Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation. |
| D. | The name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation. |
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| 3. | (Rule 31a-(b)(10)) A records in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.* |
| 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 Subadvisors transactions for the Series. |
| * | Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendation; i.e., buy, sell, hold) or any internal reports or subadvisor review. |
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SCHEDULE C
SUBADVISORY FEE
For services provided to the Fund, the Advisor will pay to the Subadvisor, on or before the 10th day of each month, a fee, payable in arrears, at the annual rate stated below.
The fees shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadvisor, the net asset value of the Fund and each Series shall be valued as set forth in the then current registration statement of the Fund.
|
Name of Series: |
Annual Subadvisory Fee Rate |
|
| Phoenix Capital Growth Series | 0.35% on the first $250 million of series assets | |
| 0.325% on series assets over $250 million |
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SCHEDULE D
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, all as set forth in the Objectives and Policies; |
| (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 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 Objectives and Policies and governing laws; (iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered illiquid for the purposes of complying with the Series limitation on acquisition of illiquid securities included in the Objectives and Policies; (v) any and all other reports reasonably requested in accordance with or described in this Agreement; and (vi) the implementation of the Series investment program, including, without limitation, analysis of Series performance; |
| (d) | Promptly after filing with the Securities and Exchange Commission an amendment to its Form ADV, a copy of such amendment to the Advisor and the Trustees; |
| (e) | Attendance by appropriate representatives of the Subadvisor at meetings requested by the Advisor or Trustees at such time(s) and location(s) as reasonably requested by the Advisor or Trustees; and |
| (f) | Notice to the Trustees and the Advisor of the occurrence of any event which would disqualify the Subadvisor from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. |
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SCHEDULE E
FORM OF SUB-CERTIFICATION
To:
| Re: | Form N-CSR Certification for the [Name of Series]. |
| From: | [Name of Subadvisor] |
Representations in support of Investment Company Act Rule 30b1-5 certifications of Form N-CSR.
[Name of Series].
In connection with your certification responsibility under Rule 30b1-5 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented for the period ended [Date of Reporting Period] (the Reports) which forms part of the N-CSR for the Series.
Schedule of Investments (the Reports)
Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.
In addition, our organization has:
| a. | Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual funds. |
| b. | In addition, to the best of my knowledge there has been no fraud, whether, or not material, that involves our organizations management or other employees who have a significant role in our organizations control and procedures as they relate to our duties as Subadvisor to the Series. |
I have read the draft of the Reports which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such drafts of the Reports do not, with respect to the Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Reports.
I have disclosed, based on my most recent evaluation, to the Series Chief Accounting Officer:
| a. | All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadvisors internal controls and procedures which could adversely affect the Advisors ability to record, process, summarize and report financial data in a timely fashion; |
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| b. | Any fraud, whether or not material, that involves the Subadvisors management or other employees who have significant role in the Subadvisors internal controls and procedures for financial reporting. |
I certify that to the best of my knowledge:
| a. | The Subadvisors portfolio manager has complied with the restrictions and reporting requirements of the Subadvisors Code of Ethics (the Code). |
| b. | The Subadvisor has complied with the Prospectus and Statement of Additional Information of the Series and the Policies and Procedures of the Series as adopted by the Board of Trustees. |
| c. | I have no knowledge of any compliance violations with respect to the Series except as disclosed in writing to the Phoenix Compliance Department by me or by the Subadvisors compliance officer. |
| d. | The Subadvisor has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadvisor with respect to the Series as outlined above. |
This certification relates solely to the Series named above and may not be relied upon by any other fund or entity.
The Subadvisor does not maintain the official books and records of the above Series. The Subadvisors records are based on its own portfolio management system, a record-keeping system that is not intended to service as the Funds official accounting system. The Subadvisor is not responsible for the preparation of the Reports.
|
|
|
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| [Name of Authorized Signature] | Date |
21
Exhibit 28(e)
FORM OF Underwriting Agreement between The Phoenix Edge Series Fund and Phoenix Equity
Planning Corporation
UNDERWRITING AGREEMENT
between
THE PHOENIX EDGE SERIES FUND
and
PHOENIX EQUITY PLANNING CORPORATION
THIS AGREEMENT, made and entered into March 31, 2009, by and between The Phoenix Edge Series Fund (the Fund) for its eighteen portfolios, (the Series), a Massachusetts business trust and Phoenix Equity Planning Corporation (PEPCO formerly known as PFG Distribution Company), a Delaware corporation (the Underwriter).
RECITALS
(A) The Fund is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company consisting of a number of investment portfolios (each, a Series).
(B) The Fund issues a separate series of shares of capital stock for the Fund representing a fractional undivided interest in each of the Series.
(C) Each Series of the Funds shares (Shares) are registered under the Securities Act of 1933, as amended (the 1933 Act), on Form N-1A. The term Registration Statement, as used herein, shall mean the Funds 1933 Act Form N-1A registration statement, including all prospectuses therein and exhibits thereto, as of the effective date of the most recent post-effective amendment thereto.
(D) Underwriter is registered as a broker-dealer under the Securities and Exchange Act of 1934, as amended (the 1934 Act) and is a member of the Financial Industry Regulatory Authority (FINRA).
(E) Each Series of Shares is offered and sold to separate accounts of life insurance companies issuing variable annuity contracts (the Contracts) and/or variable life insurance policies (the Policies) as investment options under such Contracts and Policies.
(F) Each such insurance company (an Insurer), which is affiliated with The Phoenix Companies, Inc., has entered into a participation agreement (a Participation Agreement) with the Fund and Underwriter pursuant to which it purchases Shares of the various series for its separate accounts.
(G) Each Insurer performs all of the services necessary to administer the Contracts and Policies issued by it including account maintenance, record keeping services, and administrative services that may benefit the Fund and the Series.
(H) Underwriter is the principal underwriter of such Contracts and Policies. In its efforts to distribute Contracts and Policies, Underwriter often engages in activities primarily intended to promote the indirect sale of Shares of one or more of the Series shown on Schedule
A by promoting such Series as investment options under the Contracts and Policies. In this connection, the Fund has adopted a plan pursuant to which Shares of the Series shown on Schedule B bear an expense designed to cover some of the costs of such activities (the Distribution Plan) by the Underwriter.
NOW THEREFORE, in consideration of the mutual promises and covenants herein, the parties agree as follows:
| 1. | Services as the Underwriter of the Funds Shares |
1.1 Underwriter agrees to serve as agent of the Fund for the distribution of the Funds Shares of the Series. The Fund grants to Underwriter exclusive authority to distribute the Shares. Underwriter agrees to use appropriate efforts to solicit orders for the sale of such shares and to undertake such advertising and promotion as it believes reasonable in connection with such solicitation. Underwriter agrees to offer and sell the Shares at the applicable public offering price or net asset value as set forth in the Funds Registration Statement.
1.2 In distributing the Shares, Underwriter will comply with all applicable laws, rules, and regulations, including, without limitation, the 1940 Act, 1933 Act and 1934 Act, and all rules and regulations adopted thereunder, as well as all rules of the FINRA. Likewise, in distributing Shares, Underwriter will comply with the terms of the Participation Agreement in effect among it, the Fund and the Insurer to which it is offering or selling Shares.
1.3 Underwriter agrees to subscribe for Shares as principal for resale to Insurers (or other qualifying investors), as permitted by a Participation Agreement. Underwriter agrees to devote reasonable time and effort to solicit sales of the Shares, but will not be obligated to sell any specific number of Shares. The services of Underwriter to the Fund under this Agreement are not exclusive and nothing contained herein shall prevent Underwriter from serving as Underwriter of securities of other issuers, including shares of other investment companies, as long as such service to such other issuers does not impair Underwriters obligations under this Agreement.
1.4 Underwriter shall finance such activities to be reimbursed by the Insurers, as it considers reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of other underwriters, broker-dealers and sales personnel, printing and mailing prospectuses to prospective investors in a Series, and printing and mailing of sales literature to prospective investors in a Series. Underwriter shall be responsible for reviewing and providing advice on all sales literature ( e.g. , advertisements, brochures and shareholder communications, etc.) for the Series, and shall file with the FINRA or other appropriate regulators all such materials as are required to be filed under applicable laws and regulations. In addition, Underwriter shall provide sufficient personnel, during normal business hours, reasonably necessary to respond to telephone inquiries regarding the Series. Except as provided in sections 1.5 and 1.6 below, the Fund will not compensate Underwriter for Underwriters services under this Agreement.
1.5 The Series shown on Schedule A may compensate Underwriter, in accordance with the Distribution Plan, for all or a part of the activities described in Section 1.4 above. No provision of this Agreement shall be interpreted to prohibit:
| |
a Series to pay the Underwriter, or |
| |
Underwriter or the Fund to pay broker-dealers selling Contracts or Policies, or other broker-dealers or financial intermediaries, that participate in activities primarily intended to promote the sale of Shares, where such payments are made pursuant to the Distribution Plan adopted by the Fund on behalf of such Series pursuant to Rule 12b-1 under the 1940 Act. |
Underwriter shall prepare reports to the Funds board of trustees regarding its activities under this Agreement as shall, from time to time, be reasonably requested by the board, including reports about the use of Distribution Plan payments, if any.
1.6 In furtherance of its duties under this Agreement, Underwriter shall become a party to each Participation Agreement.
1.7 Underwriter has designated the Phoenix Life Insurance Company to promptly advise the Funds transfer agent, or any other agent designated in writing by the Fund, of all purchase orders for Shares. Underwriter agrees to pay, or arrange payment, for Shares, and to promptly deliver such payment, along with appropriate instructions, to the Fund or its transfer agent. Subject to the terms of the applicable Participation Agreement, whenever in their judgment such action is warranted by unusual market, economic or, political, conditions, the Funds officers may decline to accept any orders for, or make any sales of Shares until such time as such officers consider it advisable for the Fund to accept such orders and make such sales. The Fund agrees to promptly advise Underwriter of its determination to recommence offers and sales of Shares. The Funds transfer agent shall record Share transactions in book-entry form and maintain such records.
1.8 Underwriter agrees that it is a service provider to the Fund as defined in Rule 38a-1 under the 1940 Act and will provide to the Fund the information required of it under the Rule.
1.9 Underwriter represents and warrants that it: (a) has adopted an anti-money laundering compliance program that satisfies the requirements of all applicable laws and regulations, (b) will notify the Fund promptly if an inspection by the appropriate regulatory authorities or an internal examination or audit identifies any material deficiency in this program, and (c) will promptly remedy any such deficiency.
1.10 The Fund agrees, at its own expense, to execute all documents, furnish any and all information, and to take any other actions, that may be reasonably necessary in connection with registering the Shares under the 1933 Act to the extent necessary and to have available for sale the number of Shares as may reasonably be expected to be purchased. Likewise, the Fund will bear all costs and expenses, including fees and disbursements of its counsel and independent
accountants, in connection with the preparation and filing of the Registration Statement (including prospectuses contained therein) under the 1933 Act and the 1940 Act. If so provided for in the applicable Participation Agreement, this may include the expense of preparing, printing, mailing and otherwise distributing prospectuses, annual or interim reports or proxy materials to shareholders and to owners of Contracts and Policies indirectly invested in Shares.
1.11 Consistent with the practice of mutual funds that make their shares available only to separate accounts of insurance companies and other qualified purchasers, the Fund agrees to comply with the terms and conditions of relevant exemptions from the securities laws of such of the 50 states of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as the Underwriter and the Fund may determine. To the extent that exemptions from the securities laws of any such jurisdiction are not available to the Fund and the Shares, the Fund shall, at its own expense, use its best efforts to comply with the registration, notification or qualification requirements of such laws in order for the Shares to be lawfully sold to Insurers in such jurisdiction, and shall maintain any such registration, notification or qualification in effect as long as may be reasonably requested by Underwriter.
1.12 The Fund shall furnish Underwriter such information about the Fund as Underwriter may, from time to time, reasonably request, all of which information must be signed by one or more of the Funds duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Funds officers, will be true and correct. Upon request to the Chief Legal Officer of the Fund, the Fund also will furnish Underwriter with:
| |
annual audited financial statements of the Fund or Series, |
| |
quarterly earnings statements of the Fund or Series, |
| |
a monthly list of portfolio securities of each Series, |
| |
as soon as practicable after the end of each month, a monthly balance sheet of each Series, |
| |
any additional information about the financial condition of the Fund or any Series that Underwriter may reasonably request from time to time. |
The Fund authorizes Underwriter to use any prospectuses contained in the Registration Statement in the forms furnished from time to time to Underwriter, and agrees to furnish such quantities of prospectuses as Underwriter may reasonably request.
Neither Underwriter nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in the Registration Statement or in any sales literature approved by the Fund.
1.13 The Fund represents that the Registration Statement has been carefully prepared in conformity with the requirements of the 1933 Act, 1940 Act and the respective rules and regulations thereunder, including Form N-1A. The Fund represents and warrants that: (a) the Registration Statement contains all statements required to be made therein in conformity with the 1933 Act and rules thereunder, and (b) all statements of fact contained in the Registration
Statement are true and correct in all material respects and do not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
To the extent it believes necessary or advisable, the Fund may propose from time to time such amendment or amendments to the Registration Statement and such supplement or supplements to prospectuses therein. In the event that Underwriter makes a written request to the Fund to amend the Registration Statement or supplement a prospectus and the Fund does not (or cannot) comply with such request within 15 days, then Underwriter may terminate this Agreement in accordance with the requirements of section 2 of this Agreement or decline to make offers of Shares until the requested amendment(s) or supplements are prepared and become effective. The Fund will make every reasonable effort to notify Underwriter reasonably far in advance of making any amendment to the Registration Statement or supplementing any prospectus contained therein.
1.14 No Shares may be offered by Underwriter or the Fund under any of the provisions of this Agreement, and no orders for the purchase or sale of Shares pursuant to this Agreement will be accepted by the Fund, if and so long as the effectiveness of the Registration Statement is suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the Securities and Exchange Commission (SEC); provided, however, that nothing contained in this Section 1.14 will in any way restrict or have an application to or bearing upon the Funds obligation to redeem its shares from any shareholder in accordance with the Registration Statement and the 1940 Act. Notwithstanding the foregoing, Underwriter may continue to offer Shares until it has been notified in writing of the occurrence of any of the foregoing events.
| 2. | Indemnification |
2.1 The Fund agrees promptly to notify Underwriter of the commencement of any litigation or proceedings against the Fund or any of its officers or trustees in connection with the issuance and sale of any Shares.
2.2 The Fund agrees to indemnify and hold Underwriter, its several officers and directors, and any person who controls Underwriter within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending those claims, demands or liabilities and any counsel fees incurred in connection with them) and that Underwriter, its officers and directors, or the controlling person may incur under the 1933 Act or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement (including any prospectus therein) or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in the Registration Statement (or in a prospectus) or necessary to make the statements in either not misleading; provided, however, that the Funds agreement to indemnify Underwriter, its officers and directors, and the controlling person will not be deemed to cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission in the Registration Statement (or a prospectus) made in reliance upon and in
conformity with written information furnished to the Fund by Underwriter specifically for use in the preparation of the Registration Statement.
2.3 The Funds agreement to indemnify Underwriter, its officers and directors, and any controlling person, described in section 2.2, is expressly conditioned upon the Funds being notified of any action brought against Underwriter, its officers or directors, or any controlling person, such notification to be given by letter or by electronic mail addressed to the Fund at the Phoenix Edge Series Fund, Attn: Chief Legal Officer, One American Row, PO Box 5056, Hartford, CT 06102-5056 within ten days after the summons or other first legal process is served. The failure to notify the Fund in this manner of any such action will relieve the Fund from any liability that the Fund may have to the person against whom the action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, including the Funds indemnity agreement contained in this Section 2.
2.4 The Fund will be entitled to assume the defense of any suit brought to enforce any claim, demand or liability contemplated by this Section 2, but, in such case, the defense will be conducted by counsel of good standing chosen by the Fund and approved by Underwriter (who will not, except with the consent of Underwriter, be counsel to the Fund). In the event the Fund elects to assume the defense of any such suit and retain counsel of good standing approved by Underwriter, the defendant or defendants in the suit will bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case Underwriter does not approve of counsel chosen by the Fund, the Fund will reimburse Underwriter, its officers and directors, or the controlling person or persons named as defendant or defendants in the suit, for the fees and expenses of any counsel retained by Underwriter or them.
2.5 The Funds indemnification agreement contained in this Section 2 and the Funds representations and warranties in this Agreement will remain operative and in full force and effect regardless of any investigation made by or on behalf of Underwriter, its officers and directors, or any controlling person, and will survive the delivery of any Shares. The Funds agreement of indemnity will inure exclusively to Underwriters benefit, to the benefit of its several officers and directors, and their respective estates, and to the benefit of any controlling persons and their successors, except that the Fund will not be obligated to indemnify any entity or person pursuant to this Section 2 against any liability to which Underwriter, its officers and directors, or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of, or reckless disregard of, the obligations and duties set forth in this Agreement.
2.6 Underwriter agrees to indemnify and hold the Fund, its several officers and trustees, and any person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending those claims, demands or liabilities and any counsel fees incurred in connection with them) that the Fund, its officers or trustees, or the controlling person, may incur under the 1933 Act, or under common law or otherwise, but only to the extent that the liability or expense incurred by the Fund, its officers or directors, or the controlling person resulting from the claims or demands arise out of or are based upon any
untrue, or alleged untrue statement of a material fact contained in information furnished in writing by Underwriter to the Fund specifically for use in the Registration Statement and used in the Funds answers to any of the items of the Registration Statement (or in the prospectuses contained therein), or arise out of or are based upon any omission, or alleged omission, to state a material fact in connection with the information furnished in writing by Underwriter to the Fund and required to be stated in the answers to the Registration Statement or necessary to make the information therein not misleading.
2.7 Underwriters agreement to indemnify the Fund, its officers and trustees, and any controlling person under this Section 2 is expressly conditioned upon Underwriter being notified of any action brought against the Fund, its officers or directors, or any controlling person, such notification to be given by letter or electronic mail addressed to Underwriter at its principal office at 610 W. Germantown pike, Suite 460, Plymouth Meeting, PA 19462 Attention: President and sent to Underwriter by the person against whom the action is brought, within ten days after the summons or other first legal process is served.
2.8 Underwriter will have the right to control the defense of any action contemplated by this Section 2, with counsel of its own choosing, satisfactory to the Fund, unless the action referred to in Section 2.7 is not based solely upon an alleged misstatement or omission on Underwriters part. In such event, the Fund, its officers or trustees or the controlling person will each have the right to participate in the defense or preparation of the defense of the action.
2.9 Underwriter will not be obligated to indemnify any entity or person pursuant to this Section 2 against any liability to which the Fund, its officers and trustees, or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of, or reckless disregard of, the obligations and duties set forth in this Agreement.
2.10 The Fund agrees to advise Underwriter immediately in writing:
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of any request by the SEC for amendments to the Registration Statement (or a prospectus) or any additional information regarding the Fund or any of its Series, |
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of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceeding for that purpose, |
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of the happening of any event that makes untrue any statement of a material fact made in the Registration Statement (or in a prospectus) or that requires the making of any change in the Registration Statement (or prospectus) in order to make the statements therein not misleading, and |
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of all actions of the SEC with respect to any amendments to the Registration Statement (or a prospectus) that may from time to time be filed with the SEC. |
| 3. | Amendment |
This Agreement may be amended by the parties only if the amendment is specifically approved by: (a) the board of trustees of the Fund, or by the vote of a majority of outstanding voting Shares of the Fund, and (b) a majority of those trustees of the Fund who are not parties to
this Agreement or interested persons (as defined in the 1940 Act) of any party cast in person at a meeting called for the purpose of voting on the approval.
| 4. | Term |
This Agreement will become effective as of March 31, 2009 and thereafter will continue automatically for successive annual periods, as long as its continuance is specifically approved at least annually: (a) by the board of trustees of the Fund, or (b) by a vote of a majority (as defined in the 1940 Act) of the Funds outstanding voting Shares, provided that in either event the continuance is also approved by a majority of the directors who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any party by vote cast in person at a meeting called for the purpose of voting on the approval. This Agreement is terminable without penalty: (a) on not less than 60 days notice (i) by action of the trustees who are not interested persons (as defined in the 1940 Act) of the Fund, or (ii) by the vote of holders of a majority of the Shares, or (b) upon not less than 60 days written notice by Underwriter.
| 5. | Miscellaneous |
5.1 Successors and Assigns . This Agreement shall be binding upon the parties hereto, but not upon their transferees, successors and assigns.
5.2 Assignment . This Agreement shall terminate in the event of its assignment by either party.
5.3 Intended Beneficiaries . No provision of this Agreement shall be construed to give any person or entity other than the parties hereto any legal or equitable claim, right or remedy. The Agreement is intended for the exclusive benefit of the parties hereto.
5.4 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall together constitute one and the same instrument.
5.5 Applicable Law . This Agreement shall be interpreted, construed, and enforced in accordance with the laws of Connecticut, without reference to the conflict of laws principles thereof.
5.6 Severability . If any portion of this Agreement shall be found to be invalid or unenforceable by a court or tribunal or regulatory agency of competent jurisdiction, the remainder shall not be affected thereby, but shall have the same force and effect as if the invalid or unenforceable portion had not been part of the Agreement.
5.7 Notice . Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.
If to the Fund:
The Phoenix Edge Series Fund
One American Row
Hartford, Connecticut 06102
Attention: Chief Legal Officer
If to PEPCO:
Phoenix Equity Planning Corporation:
610 West Germantown Pike
Suite 460
Plymouth Meeting, PA 19462
Attn: General Counsel
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| PHOENIX EQUITY PLANNING CORPORATION | ||
| By: |
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| Name: | ||
| Title: | ||
| THE PHOENIX EDGE SERIES FUND | ||
| By: |
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| Name: | ||
| Title: | ||
Schedule A
Phoenix Capital Growth Series
Phoenix Growth and Income Series
Phoenix Mid-Cap Growth Series
Phoenix Mid-Cap Value Series (fka Phoenix-Sanford Bernstein Mid-Cap Value Series)
Phoenix Money Market Series
Phoenix Multi-Sector Fixed Income Series
Phoenix Multi-Sector Short Term Bond Series
Phoenix Small-Cap Growth Series
Phoenix Small-Cap Value Series (fka Phoenix-Sanford Bernstein Small-Cap Value Series)
Phoenix Strategic Allocation Series
Phoenix-Aberdeen International Series
Phoenix-Duff & Phelps Real Estate Securities Series
Phoenix Dynamic Asset Allocation Series: Aggressive Growth
Phoenix Dynamic Asset Allocation Series: Growth
Phoenix Dynamic Asset Allocation Series: Moderate
Phoenix Dynamic Asset Allocation Series: Moderate Growth
Phoenix-Van Kampen Comstock Series
Phoenix-Van Kampen Equity 500 Index Series
Schedule B
Phoenix Dynamic Asset Allocation Series: Moderate
Phoenix Dynamic Asset Allocation Series: Moderate Growth
Phoenix Dynamic Asset Allocation Series: Growth
Phoenix Dynamic Asset Allocation Series: Aggressive Growth
Exhibit 28(f)
The Phoenix Edge Series Fund Deferred Compensation Program
THE PHOENIX EDGE SERIES FUND
DEFERRED COMPENSATION PROGRAM
As amended and restated effective as of January 1, 2009
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THE PHOENIX EDGE SERIES FUND
DEFERRED COMPENSATION PROGRAM
ARTICLE 1
PURPOSE AND EFFECTIVE DATE
| 1.01 | Purpose . The Phoenix Edge Series Fund (the Fund) Deferred Compensation Program (the Program) is intended to provide current, duly-elected non-employee (independent) members of the Board of Trustees of The Phoenix Edge Series Fund with a program to defer all or a portion of the Trustees Compensation. It is the desire to have the benefit of the Trustees continued loyalty, service and counsel and also to assist the trustees in planning for retirement and certain other contingencies. The Program is intended to be an unfunded program under the Employee Retirement Income Security Act of 1974, as amended. |
| 1.02 | Effective Date . The Program is amended and restated effective as of January 1, 2009. |
ARTICLE II
DEFINITIONS
Wherever used in this Program, unless the context clearly indicates otherwise, the following terms shall have the following meanings:
| 2.01 | Beneficiary means the person(s) or entity, including one or more trusts, last designated by a Participant on a form or electronic media and accepted by the Deferral Account Agent/Recordkeeper or its duly authorized representative as a beneficiary, co-beneficiary, or contingent beneficiary to receive benefits payable under the Plan in the event of the death of the Participant. In the absence of any such designation, the Beneficiary shall be (i) the Participants surviving spouse or domestic partner, (ii) if there is no surviving spouse or domestic partner, the Participants children (including stepchildren and adopted children) per stirpes, or (iii) if there is no surviving spouse or domestic partner and/or children per stirpes, the Participants estate. |
| 2.02 | Benefit means the amount equal to a Participants Deferred Compensation Benefit. |
| 2.03 | Code means the Internal Revenue Code of 1986, as amended. |
| 2.04 | Compensation means the annual and other retainers/fees payable by the Funds to the Participant by reason of such Participants membership on the Board of Trustees of the Fund and/or any fees payable for such Participants participation on committees of the Board of Trustees. |
| 2.05 | Deferral Account Agent/Recordkeeper means the Phoenix Life Insurance Company or its affiliated designee, designated to administer and manage the Program and its deemed investments. |
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| 2.06 | Deferred Compensation Benefit means the amount determined in accordance with the provisions of Article IV of this Plan. |
| 2.07 | Deferred Compensation Credit means the amount determined in accordance with the provisions of Section 4.02 of this Plan. |
| 2.08 | Deferred Compensation Election means a Participants election to defer all or a portion of Compensation as set forth in Section 4.03. |
| 2.09 | Deferred Compensation Investment Account means the book account established on behalf of a Participant under Article VI of this Plan. |
| 2.10 | ERISA means the Employee Retirement Income Security Act of 1974, as amended. |
| 2.11 | Fund Board or Governing Body means the Funds Board of Trustees, or any committee designated to act in such capacity by the Board of Trustee. |
| 2.12 | Fund means The Phoenix Edge Series Fund, a regulated investment company whose Board of Trustees has determined to participate in this Plan. |
| 2.13 | Investment Funds means the funds, which are available investment options under the Plan, under the designated annuity as set forth in Schedule A. |
| 2.14 | Participant means a Trustee who meets the eligibility requirements of Article III and elects to participate in the Plan. |
| 2.15 | Permanent Disability means the total inability as a result of injury or sickness, to perform the duties of any gainful occupation for which the Participant is fitted by training, education or experience. Such determination shall be made by the Funds Governing Body based on examination of all applicable facts and circumstances. |
| 2.16 | Plan means The Fund Board Deferred Compensation Program as is set forth in this document as it may be amended from time to time. |
| 2.17 | Plan Year means the calendar year. |
| 2.18 | Separation from Service shall have the meaning set forth and described in the final regulations promulgated under Code section 409A. |
| 2.19 |
Specified Employee means, for a non-employee Trustee who becomes an officer of a Fund, a Trustee who, as of the date of the Trustees Separation from Service, is a key employee of the Fund whose stock is publicly traded on an established securities market or otherwise. A Trustee is a key employee if the Trustee meets the requirements of Code section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding Code section 416(i)(5)) at any time during the 12-month period ending on a Specified Employee identification date. If a Trustee is a key employee as of a Specified Employee identification date, the Trustee is treated as a key employee (and |
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therefore a Specified Employee) for the entire 12-month period beginning on the Specified Employee effective date. The Specified Employee identification date is December 31 of the preceding calendar year, and the Specified Employee effective date is April 1 of the current calendar year. |
| 2.20 | Trustee means a duly-elected non-employee (independent) member of the Board of Trustees of the Fund. |
ARTICLE III
PARTICIPATION
| 3.01 | Eligibility . With respect to any Plan Year, an individual who has been elected or appointed to the Board of Trustees of the Fund shall be eligible to participate in this Plan. |
| 3.02 | Commencement of Participation . Each eligible Trustee shall become a Participant in the Plan as of the date he or she meets the above requirement and completes a Deferred Compensation Plan Election as described in Section 4.03. |
| 3.03 | Termination of Participation . A Trustee shall cease to be a Participant as of the date such Trustee ceases to meet all of the requirements of Section 3.01 above; provided, however, that benefits accrued by the Trustee as of such date shall not be reduced and shall be paid as provided herein. |
ARTICLE IV
DEFERRED COMPENSATION
| 4.01 | Deferred Compensation Benefit . A Participants Deferred Compensation Benefit shall be equal to any amounts deferred by the Participant and credited to a Deferred Compensation Investment Account established for such Participant. |
| 4.02 | Deferred Compensation Credit . A Participants Deferred Compensation Credits for any Plan Year shall consist of an amount the Participant elected to defer pursuant to Section 4.03. |
| 4.03 | Deferred Compensation Election . Each year prior to the beginning of the calendar year in which such Compensation would otherwise be paid, the Participant may make an irrevocable election to defer between one percent (1%) and one-hundred percent (100%) of such Participants Compensation for a Plan Year. |
ARTICLE V
ELECTION TO DEFER AND ELECTION AS TO TIME AND FORM OF PAYMENT
| 5.01 | Elections to Defer Under Section 4.03 |
(a) Deferral elections must be made by the end of the Participants taxable year immediately preceding the taxable year in which the services underlying the compensation are to be performed. All such deferral elections become irrevocable as of the last day of the immediately preceding taxable year.
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A newly eligible Participant must make an election within 30 days of initial eligibility (based on the plan aggregation rules) and such election applies only to compensation on and after the election date, but shall be effective for the remaining portion of the calendar year in which the Participant is elected. All such deferral elections become irrevocable as of the date of election.
(b) Initial elections will be carried over from year to year unless the Participant makes an affirmative election otherwise within the permitted time frames.
| 5.02 | Elections Time and Form of Payment The Participant must elect pursuant to the procedure established by the Deferral Account Agent/Recordkeeper within the time frames set forth in Section 5.01, the form of payment of the Deferred Compensation Investment Account Balance hereunder. |
(a) Time of Payment subject to Section 5.03, a distribution will always commence upon the Participants Separation from Service, including a Separation from Service after the Participant has incurred a Permanent Disability.
(b) Form of Payment the Participant may elect, as set forth above in this Article V, to receive his or her Benefit in one of the following forms of payment:
| (i). | lump sum; or |
| (ii). | annual installments over a period not exceeding five (5) years. |
A Participant who fails to make such an election shall be deemed to have elected a lump sum distribution of the Participants Benefit. A Participant who fails to make such an election shall be deemed to have elected a lump sum distribution of the Participants Benefit. Any lump sum payment will be paid within 90 days of the Separation from Service. Any installment payments will be made on a fixed schedule as specified in the Participants election, with the first installment to be paid within 90 days of the Participants Separation from Service.
If the annual installment method is elected, the Governing Body, in its sole discretion, may elect that all amounts notionally held in the Deferred Compensation Investment Account be withdrawn there from up to thirty (30) days prior to the first installment payment date and be deemed applied to purchase a period certain annuity in the name of the Governing Body, and the amount payable to the Participant will be equivalent to the amounts payable under such annuity and in accordance with the installment payment schedule elected.
(c) One-Time Changes to Distribution Elections notwithstanding Sections 5.02(b), a Participant may make a one-time distribution election to change his or her Deferred Compensation Investment Account distribution election, provided that:
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| (i) | the Participants subsequent Deferred Compensation Investment Account distribution election pursuant to this Section 5.02(c) election must not take effect until at least 12 months after the date on which subsequent Deferred Compensation Investment Account distribution election is made; and |
| (ii) | the payment with respect to which the Participants subsequent Deferred Compensation Investment Account distribution election is made must be deferred for a period of not less than five years from the date such payment was initially to be paid pursuant to the Participants initial Deferred Compensation Investment Account election. |
| 5.03 | Deferred Compensation Investment Account Distribution Provisions . |
Notwithstanding any provision to the contrary in this Plan, for a Trustee who is a Specified Employee, the commencement date of any payment or the provision of any benefit from the Deferred Compensation Investment Account that would otherwise have occurred prior to the six month anniversary of the Trustees Separation from Service shall be postponed until the earlier to occur of (i) such six month anniversary and (ii) the first day of the month following the Trustees death. Upon the expiration of the six-month period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a lump sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Plan shall be paid or provided in accordance with the normal payment dates specified for them herein.
| 5.04 | Payment of Benefit . Payment of a Participants Benefit shall be made or commence in accordance with the manner elected not later than thirty (30) days after the applicable distribution event as provided in Section 5.02. |
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5.05 |
Death Benefit . Upon the death of a Participant, the single-sum cash value of the Participants Benefit, determined as of the date of distribution, shall be distributed to the Participants Beneficiary in the manner specified in the Participants Plan Election on the 90 th day following the Participants death. |
| 5.06 | Mandatory Distributions of Small Account Balances If the value of the Participants account balances under all aggregated elective account balance-type plans is equal to or less than the greater of (a) $25,000 and (b) the applicable dollar amount under Code section 402(g)(1)(B) on his or her distribution date, then, notwithstanding anything else contained herein to the contrary, including the Participants elections, the Participant shall receive a lump sum payment of his or her account balances within 90 days after his or her Separation from Service. |
| 5.07 | 409A Transition Relief Provision . Notwithstanding any other provision to the contrary in this Plan, Participants may be permitted to make elections prior to January 1, 2009 in accordance with the transition rules in effect under Code section 409A. |
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| 5.08 | Suspension of Benefits Upon Re-Election . Upon re-election, the benefits payable under this Plan cannot be suspended pursuant to Code section 409A, the regulations and guidance promulgated thereunder. |
ARTICLE VI
INVESTMENT OF THE ACCOUNTS
| 6.01 | Investment Accounts . All Deferred Compensation Credits under Section 4.02 shall be made to the Participants Deferred Compensation Investment Account on the date that the Compensation would have otherwise been received by the Participant. Such Deferred Compensation Credits shall be deemed to be invested in the Investment in such manner as may be specified by the Fund Board. Each Participants Deferred Compensation Investment Account will be adjusted by an amount equal to the amount of any adjustment that would have been made had the Participants credits been allocated and invested as herein provided; reduced, however, at the Fund Boards discretion, by an amount equal to the estimated income taxes, if any, payable by the Fund on such adjustment, based on the Funds highest tax rate on its net taxable income for the Plan Year in which such adjustment is made. The Fund Board reserves the right to reduce the interest or earnings on deferred compensation amounts for any federal or state taxes which it may incur as a result of interest or earnings on amounts held under this Plan. |
| 6.02 | Fund Retain Control of Deemed Investments . The Fund Board shall have the right at any time to add new deemed investment options, cease to offer any or all of the deemed investment options, and alter or adjust the basis or method of calculating any interest or earnings for any of the investment options. The Fund Board shall be under no obligation to actually make any investment as described above. Reference to any such investment shall be solely for the purpose of aiding the Fund Board in measuring and meeting its liabilities under the terms of this Plan. In any event, if any investments are made, the Fund Board shall be named the sole owner and shall have all of the rights and privileges conferred by any instrument evidencing such investments. Such investments shall not be segregated, set aside or held in trust or escrow and shall at all times remain the unrestricted assets of the Fund subject to the claim of its general creditors. |
| 6.03 | Value of Benefit . The value of any benefit under this Plan at any point in time shall be equal to the single-sum cash value of such benefit as of the date of determination. |
ARTICLE VII
FUNDING
| 7.01 |
Funding . No special or separate fund shall be established by the Fund Board and no segregation of assets shall be made to assure the payment of benefits under the Plan. No Participant shall have any right, title, or interest whatsoever in any specific asset of the Fund. Nothing contained in this Plan and no action taken pursuant to its provisions shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Fund Board and a Participant or any other person. To the extent that any person |
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acquires a right to receive payments under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Funds. |
ARTICLE VIII
CLAIMS FOR BENEFITS
| 8.01 | Claims Procedure . Claims for benefits under the Plan may be filed with the Deferral Account Agent/Recordkeeper on forms supplied by the Deferral Account Agent/Recordkeeper. Written or electronic notice of the disposition of a claim shall be furnished to the claimant within ninety (90) days after the application is filed (or within one hundred eighty (180) days if special circumstances require an extension of time for processing the claim and if written notice of such extension and circumstances are communicated to the claimant within the initial ninety (90) day period). In the event the claim is wholly or partially denied, the reasons for the denial shall be specifically set forth in the notice in language calculated to be understood by the claimant, pertinent provisions of the Plan on which the decision is based shall be cited, and, where appropriate, a description of any additional material or information necessary to perfect the claim, and an explanation of why such material or information is necessary, will be provided. In addition, the claimant shall be furnished with an explanation of the Plans claims review procedure and the time limits applicable to such procedures, including a statement of the claimants right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review. A claimant must request a review of a denied claim in accordance with Section 8.02 and exhaust all remedies under the Plan before the claimant is permitted to bring a civil action for benefits. |
| 8.02 |
Claims Review Procedure . Any Trustee, former Trustee, or authorized representative or Beneficiary of either, who has been denied either in whole or in part a benefit by a decision of the Deferral Account Agent/Recordkeeper pursuant to Section 8.01 shall be entitled to request the Deferral Account Agent/Recordkeeper to give further consideration to his or her claim by filing with the Deferral Account Agent/Recordkeeper (on a form which may be obtained from the Deferral Account Agent/Recordkeeper) a request for review. Such request, together with a written statement of the reasons why the claimant believes his or her claim should be allowed, shall be filed with the Deferral Account Agent/Recordkeeper no later than sixty (60) days after receipt of the notification provided for in Section 8.01. If such request is so filed, the claimant or an authorized representative may submit written comments, documents, records and other information relating to the claim to the Deferral Account Agent/Recordkeeper within sixty (60) days after receipt of the notification provided for in Section 8.01. The claim for review shall be given a full and fair review that takes into account all comments, documents, records and other information submitted that relates to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The Deferral Account Agent/Recordkeeper shall provide the claimant or an authorized representative with written or electronic notice of the final decision as to the allowance of the claim within sixty (60) days of receipt of the request for review (or within one hundred twenty (120) days if special circumstances requires an extension of time for processing the request and if written notice of such extension and |
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circumstances is given to the claimant or an authorized representative within the initial sixty (60) day period). Such communication shall be written in a manner calculated to be understood by the claimant and shall include specific reasons for the decision, specific references to the pertinent Plan provisions on which the decision is based, a statement of the claimant or an authorized representatives right to bring a civil action under ERISA section 502(a) and a statement that the claimant or his or her Beneficiary is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant to the claim for benefits. A document is relevant to the claim for benefits if it was relied upon in making the determination, was submitted, considered or generated in the course of making the determination or demonstrates that benefit determinations are made in accordance with the Plan and that Plan provisions have been applied consistently with respect to similarly situated claimants. |
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8.03 |
Lost or Unknown Participants . If any benefits payable under this Plan to a Participant, or to such Participants legal representative or Beneficiary, cannot be paid by reason that such person cannot be located by the later of (i) the last day of the calendar year in which the payment was due and (ii) the 15 th day of the third calendar month following the date specified under the Plan, after reasonable efforts have been made to locate such person, such benefits shall be forfeited and returned to the Funds. |
ARTICLE IX
ADMINISTRATIVE OF THE PLAN
| 9.01 | Powers and Duties of the Deferral Account Agent/Recordkeeper . The Deferral Account Agent/Recordkeeper shall be responsible for the administration of the Plan (including but not limited to complying with reporting and disclosure requirements, and establishing and maintaining Plan records). Any authority exercised by the Deferral Account Agent/Recordkeeper under the Plan shall be exercised by the Deferral Account Agent/Recordkeeper in its sole and absolute discretion. Subject to the terms of the Plan, the Deferral Account Agent/Recordkeeper is authorized to determine all questions arising in connection with the Plan, to interpret the provisions of the Plan and to construe all of its terms, to prescribe, amend and rescind rules and regulations relating to the administration of the Plan, and to make all other determinations and take all other actions necessary or advisable for the administration and interpretation of the Plan or to carry out its provisions and purposes. In the exercise of its sole and absolute discretion, the Deferral Account Agent/Recordkeeper shall interpret the Plans provisions and determine the eligibility of individuals for benefits. Determinations, interpretations or other actions made or taken by the Deferral Account Agent/Recordkeeper pursuant to the provisions of the Plan shall be final, binding and conclusive for all purposes and upon all persons. |
| 9.02 |
Agents . The Deferral Account Agent/Recordkeeper may engage such legal counsel, certified public accountants and other advisers and service providers, who may be advisers or service providers for the Funds or an affiliate, and make use of such agents and clerical or other personnel, as it shall require or may deem advisable for purposes of |
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the Plan. The Deferral Account Agent/Recordkeeper may rely upon the written opinion of any legal counsel or accountants engaged by the Deferral Account Agent/Recordkeeper, and may delegate to any such agent its authority to perform any act hereunder, including, without limitation, those matters involving the exercise of discretion, provided that such delegation shall be subject to revocation at any time at the discretion of the Deferral Account Agent/Recordkeeper. |
| 9.03 | Reports to Governing Body . The Deferral Account Agent/Recordkeeper shall report to the Governing Body or to a committee of the Governing Body designated for that purpose, as frequently as the Governing Body or such committee shall specify, with regard to the matters for which the Deferral Account Agent/Recordkeeper is responsible under the Plan. |
| 9.04 | Instructions for Payments . All requests of or directions for payment, disbursement or settlement shall be signed by the Deferral Account Agent/Recordkeeper or such other person(s) as the Deferral Account Agent/Recordkeeper may from time to time designate in writing. This person shall cause to be kept full and accurate accounts of payments, disbursements and settlements under the Plan. |
| 9.05 | Hold Harmless . To the maximum extent permitted by law, no person serving as the Deferral Account Agent/Recordkeeper shall be personally liable by reason of any contract or other instrument executed by such person or on such persons behalf in such persons capacity as the Deferral Account Agent/Recordkeeper nor for any mistake of judgment made in good faith, and the Fund shall indemnify and hold harmless, each such person and each other officer, employee, or director to whom any duty or power relating to the administration or interpretation of the Plan against any cost or expense (including counsel fees) or liability arising out of any act or omission to act in connection with the Plan unless arising out of such persons own fraud or bad faith. |
| 9.06 | Service of Process . The person designated by the Governing Body shall be the agent for service of process under the Plan. |
ARTICLE X
MISCELLANEOUS
| 10.01 | Amendment and Termination . |
(a) The Plan may be amended, modified or terminated at any time by the Governing Body for the Participants associated with the terminating Fund Board, at their sole discretion, subject to Section 10.01(b) below and except that, without the consent of any Participant or Beneficiary, if applicable, no such amendment, modification or termination shall affect, reduce or diminish any rights or Benefits of any Participant accrued or in pay status as of the date of such amendment, modification or termination. However no amendment, modification or termination shall result or cause an acceleration of payments or benefits under the Plan, unless the termination satisfies the Code section 409A safe
9
harbor summarized in Section 10.01(b). Notwithstanding the foregoing to the contrary, the Governing Body may amend this Plan as it deems necessary or desirable to comply with the requirements of Code section 409A, as amended, and the regulations and pronouncements thereunder, regardless of whether any such amendment shall cause a reduction or cessation of the Benefit prior to the adoption of such amendment.
(b) Plan Termination under Code section 409A. Generally, payments may be accelerated upon Plan termination only if:
(i) the Fund is terminating an entire category of aggregated plans, that is, all other plans of a similar type (i.e., that are required to be aggregated with the terminating Plan under the Code section 409A final regulations);
(ii) all payments to the Trustees as a result of the Plan termination are not made until at least twelve (12) months after action taken to terminate the Plan is taken, that is, all payments must be made between 13 and 24 months after the date such action is taken; and
(iii) no similar successor plan can be established within three (3) years following the date the action to terminate the Plan was taken.
| 10.02 | Nonassignability . The benefits payable under this Plan shall not be subject to alienation, assignment, garnishment, execution or levy of any kind and any attempt to cause any benefits to be so subjected shall not be recognized, except to the extent required by applicable law; provided, however, that at the sole discretion of the Fund, a Participant or Beneficiary may assign his or her entire interest in his or her Deferred Compensation Benefit to the Participants or Beneficiarys spouse or former spouse, as the case may be, under a divorce or separation instrument described in subparagraph (A) of Code section 71(b)(2). Furthermore, except by will or the laws of descent or distribution, the Participant and any Beneficiary may not anticipate the benefits provided hereunder by assignment, pledge, sale or similar act. |
| 10.03 | Other Rights . This Plan creates no rights in the Participant to continue the Participants affiliation with the Fund, if any, for any length of time, nor does it create any rights in the Participant or obligations in the part of the Fund other than those set forth herein. |
| 10.04 | Interpretation Consistent with Code Section 409A . The intent of the parties is that payments and benefits under this Plan comply with Code section 409A and, accordingly, to the maximum extent permitted, this Plan shall be interpreted to be in compliance therewith. If any provision of this Plan would cause the Trustee to incur any additional tax or interest under Code section 409A, the Fund, to the extent feasible, shall reform such provision to try to comply with Code section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code section 409A. To the extent that any provision hereof is modified to comply with Code section 409A, such modification shall, to the extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Code section 409A. |
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| 10.05 | Successor Governing Body . In the event of the dissolution, merger, consolidation or reorganization of the Fund, provision may be made by which a successor to all or a major portion of the Funds property or business shall continue the Plan, and the successor shall have all of the power, duties and responsibilities of the Funds under the Plan. |
| 10.06 | Governing Law . This Plan shall be construed and enforced in accordance with, and governed by, the laws of the State of Connecticut, without giving effect to the conflict of law provisions thereof. |
| 10.07 | Tax Withholding . The Fund may withhold from a payment any federal, state or local taxes required by law to be withheld with respect to such payments and such sums as the Funds may reasonably estimate are necessary to cover taxes for which the Fund may be liable and which may be assessed with regard to such payment. |
| 10.08 | Illegality of Particular Provision . The illegality of any particular provision of this Plan document shall not affect the other provisions and the Plan document shall be construed in all respects as if such invalid provision were omitted. |
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SCHEDULE A
THE PHOENIX PORTFOLIO ADVISOR VARIABLE ANNUITY
AIM Variable Insurance Funds Class I
AIM V.I. Dynamics Fund
AIM V.I. Financial Services Fund
AIM V.I. Global Real Estate Fund
AIM V.I. High Yield Fund
AIM V.I. International Growth Fund
AIM V.I. Mid Cap Core Equity Fund
AIM V.I. Technology Fund
AIM V.I. Utilities Fund
AllianceBernstein ® Variable Products Series (VPS) Fund, Inc. Class B
AllianceBernstein VPS International Growth Portfolio
AllianceBernstein VPS International Value Portfolio
AllianceBernstein Intermediate Bond Portfolio
Dreyfus Investment Portfolios Service Shares
Dreyfus IP MidCap Stock Portfolio
Dreyfus IP Small Cap Stock Index Portfolio
Dreyfus Service Shares
Dreyfus Stock Index Fund
Dreyfus Variable Investment Fund Service Shares
Dreyfus VIF International Equity Portfolio
Dreyfus VIF International Value Portfolio
Fidelity ® Variable Insurance Products Service Class 2
Fidelity VIP Balanced Portfolio
Fidelity VIP Contrafund ® Portfolio
Fidelity VIP Disciplined Small Cap Portfolio
Fidelity VIP Dynamic Capital Appreciation Portfolio
Fidelity VIP Equity-Income Portfolio
Fidelity VIP Growth & Income Portfolio
Fidelity VIP Growth Opportunities Portfolio
Fidelity VIP Growth Portfolio
Fidelity VIP High Income Portfolio
Fidelity VIP International Capital Appreciation Portfolio
Fidelity VIP Investment Grade Bond Portfolio
Fidelity VIP Mid Cap Portfolio
Fidelity VIP Overseas Portfolio
Fidelity VIP Real Estate Portfolio
12
Fidelity VIP Strategic Income Portfolio
Fidelity VIP Value Leaders Portfolio
Fidelity VIP Value Strategies Portfolio
Fidelity VIP Value Portfolio
Financial Investors Variable Insurance Trust Class II
Ibbotson Balanced ETF Asset Allocation Portfolio
Ibbotson Growth ETF Asset Allocation Portfolio
Ibbotson Conservative ETF Asset Allocation Portfolio
Ibbotson Income and Growth ETF Asset Allocation Portfolio
Franklin Templeton Variable Insurance Products Trust Class 2
Franklin Global Communications Securities Fund
(closed to new investment November 14, 2008)
Franklin High Income Securities Fund
Franklin Income Securities Fund
Franklin Mutual Discovery Securities Fund
Franklin Small Cap Value Securities Fund
Franklin Small-Mid Cap Growth Securities Fund
Franklin Strategic Income Securities Fund
Franklin U.S. Government Fund
Templeton Global Income Securities Fund
Janus Aspen Series Service Shares
Janus Aspen Balanced Portfolio
Janus Aspen Flexible Bond Portfolio
Janus Aspen Fundamental Equity Portfolio
Janus Aspen Global Technology Portfolio
Janus Aspen Growth and Income Portfolio
Janus Aspen International Growth Portfolio
Janus Aspen Mid Cap Growth Portfolio
Lazard Retirement Series Service Shares
Lazard Retirement Emerging Markets Portfolio
Northern Lights Variable Trust
JNF Chicago Equity Partners Balanced Portfolio
JNF Chicago Equity Partners Equity Portfolio
JNF Money Market Portfolio
JNF Loomis Sayles Bond Portfolio*
13
Oppenheimer Variable Account Funds Service Shares
Oppenheimer Balanced Fund/VA
Oppenheimer Core Bond Fund/VA
Oppenheimer Global Securities Fund/VA
Oppenheimer International Growth Fund/VA
Oppenheimer Main Street Fund ® /VA
Oppenheimer Value Fund/VA
The Phoenix Edge Series Fund
Phoenix Capital Growth Series
Phoenix Growth and Income Series
Phoenix Mid-Cap Growth Series
Phoenix-Aberdeen International Series
Phoenix Small-Cap Growth Series
Phoenix-Duff & Phelps Real Estate Securities Series
PIMCO Variable Insurance Trust Administrative Class
PIMCO VIT All Asset Portfolio
PIMCO VIT Foreign Bond Portfolio (U.S. Dollar-Hedged)
PIMCO VIT Long Term U.S. Government Portfolio
PIMCO VIT RealEstateRealReturnStrategy Portfolio
PIMCO VIT Short-Term Portfolio
PIMCO Variable Insurance Trust Advisor Class
PIMCO VIT CommodityRealReturn Strategy Portfolio
PIMCO VIT Emerging Markets Bond Portfolio
PIMCO VIT Global Bond Portfolio (Unhedged)
PIMCO VIT High Yield Portfolio
PIMCO VIT Low Duration Portfolio
PIMCO VIT Real Return Portfolio
PIMCO VIT Total Return Portfolio
Pioneer Variable Contracts Trust Class I Shares
Pioneer Growth Opportunities VCT Portfolio
Pioneer Variable Contracts Trust Class II Shares
Pioneer Cullen Value VCT Portfolio
Pioneer Emerging Markets VCT Portfolio
Pioneer Equity Income VCT Portfolio
Pioneer Fund VCT Portfolio
Pioneer Global High Yield VCT Portfolio
Pioneer High Yield VCT Portfolio
Pioneer International Value VCT Portfolio
Pioneer Mid Cap Value VCT Portfolio
Pioneer Strategic Income VCT Portfolio
14
Royce Capital Fund Investment Class Shares
Royce Micro-Cap Portfolio
Royce Small-Cap Portfolio
Rydex Variable Trust
Rydex VT Absolute Return Strategies Fund
Rydex VT Amerigo Fund
Rydex VT Banking Fund
Rydex VT Basic Materials Fund
Rydex VT Berolina Fund
Rydex VT Biotechnology Fund
Rydex VT Clermont Fund
Rydex VT Commodities Strategy Fund
Rydex VT Consumer Products Fund
Rydex VT Dow 2x Strategy Fund
Rydex VT Electronics Fund
Rydex VT Energy Fund
Rydex VT Energy Services Fund
Rydex VT Europe 1.25x Strategy Fund
Rydex VT Financial Services Fund
Rydex VT Government Long Bond 1.2x Strategy Fund
Rydex VT Health Care Fund
Rydex VT Hedged Equity Fund
Rydex VT Internet Fund
Rydex VT Inverse Dow 2x Strategy Fund
Rydex VT Inverse Government Long Bond Strategy Fund
Rydex VT Inverse Mid-Cap Strategy Fund
Rydex VT Inverse NASDAQ 100 ® Strategy Fund
Rydex VT Inverse Russell 2000 ® Strategy Fund
Rydex VT Inverse S&P 500 Strategy Fund
Rydex VT Japan 1.25x Strategy Fund
Rydex VT Large-Cap Growth Fund
Rydex VT Large-Cap Value Fund
Rydex VT Leisure Fund
Rydex VT Mid-Cap 1.5x Strategy Fund
Rydex VT Mid-Cap Growth Fund
Rydex VT Mid-Cap Value Fund
Rydex VT Multi-Cap Core Equity Fund
Rydex VT Nova Fund
Rydex VT NASDAQ 100 ® 2x Strategy Fund
Rydex VT NASDAQ 100 ® Strategy Fund
Rydex VT Precious Metals Fund
Rydex VT Real Estate Fund
Rydex VT Retailing Fund
15
Rydex VT Russell 2000 ® 1.5x Strategy Fund
Rydex VT Russell 2000 ® 2x Strategy Fund
Rydex VT S&P 500 2x Strategy Fund
Rydex VT Sector Rotation Fund
Rydex VT Small-Cap Growth Fund
Rydex VT Small-Cap Value Fund
Rydex VT Strengthening Dollar 2x Strategy Fund
Rydex VT Technology Fund
Rydex VT Telecommunications Fund
Rydex VT Transportation Fund
Rydex VT Utilities Fund
Rydex VT Weakening Dollar 2x Strategy Fund
T. Rowe Price Equity Series, Inc. II Class
T. Rowe Price Blue Chip Growth Portfolio II
T. Rowe Price Equity Income Portfolio II
T. Rowe Price Limited-Term Bond Portfolio II
T. Rowe Price Health Sciences Portfolio II
Third Avenue Variable Series Trust
Third Avenue Value Portfolio
Van Eck Worldwide Insurance Trust Initial Class
Van Eck Worldwide Absolute Return Fund
Van Eck Worldwide Bond Fund
Van Eck Worldwide Emerging Markets Fund
Van Eck Worldwide Real Estate Fund
Van Eck Worldwide Insurance Trust Class S
Van Eck Worldwide Hard Assets Fund
Vanguard
Vanguard Balanced Portfolio
Vanguard Capital Growth Portfolio
Vanguard Diversified Value Portfolio
Vanguard Equity Index Portfolio
Vanguard International Portfolio
Vanguard Short-Term Investment Grade Portfolio
Vanguard Small Company Growth Portfolio
Vanguard Total Bond Market Index Portfolio
Vanguard Total Stock Market Index Portfolio
16
Wanger Advisors Trust
Wanger International Select
Wanger International
Wanger Select
Wanger USA
17
Exhibit 28(g)1(1)
Master Custodian Agreement between The Phoenix Edge Series Fund and State Street Bank and
Trust Company
M ASTER C USTODIAN A GREEMENT
This Agreement is made as of December 31, 2008 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 18.5 below, shall hereinafter be referred to as (the Fund ), and S TATE S TREET B ANK and T RUST C OMPANY , a Massachusetts trust company (the Custodian ).
W ITNESSETH :
W HEREAS , each Fund may or may not be authorized to issue shares of common stock or shares of beneficial interest in separate series ( Shares ), with each such series representing interests in a separate portfolio of securities and other assets;
W HEREAS , each Fund so authorized intends that this Agreement be applicable to each of its series set forth on Appendix A hereto (such series together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with Section 18.6 below, shall hereinafter be referred to as the Portfolio(s) ).
W HEREAS , each Fund not so authorized intends that this Agreement be applicable to it and all references hereinafter to one or more Portfolio(s) shall be deemed to refer to such Fund(s); and
N OW , T HEREFORE , in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:
| S ECTION 1. | E MPLOYMENT OF C USTODIAN AND P ROPERTY TO BE H ELD BY I T . |
Each Fund hereby employs the Custodian as a custodian of assets of the Portfolios, including securities which the Fund, on behalf of the applicable Portfolio, desires to be held in places within the United States ( domestic securities ) and securities it desires to be held outside the United States ( foreign securities ). Each Fund, on behalf of its Portfolio(s), agrees to deliver to the Custodian all securities and cash of the Portfolios, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by the Portfolio(s) from time to time, and the cash consideration received by it for such Shares as may be issued or sold from time to time. The Custodian shall not be responsible for any property of a Portfolio which is not received by it or which is delivered out in accordance with Proper Instructions (as such term is defined in Section 7 hereof) including, without limitation, Portfolio property (i) held by brokers, private bankers or other entities on behalf of the Portfolio (each a Local Agent ), (ii) held by Special Sub-Custodians (as such term is defined in Section 5 hereof), (iii) held by entities which have advanced monies to or on behalf of the Portfolio and which have received Portfolio property as security for such advance(s) (each a Pledgee ), or (iv) delivered or otherwise removed from the custody of the Custodian (a) in connection with any Free Trade (as such term is defined in Sections 2.2(14) and 2.6(7) hereof) or (b) pursuant to Special Instructions (as such term is defined in Section 7 hereof). With respect to uncertificated shares (the Underlying Shares ) of registered investment companies (as defined in Section 3(a)(1) of the Investment Company Act of 1940, as amended from time to time (the 1940 Act )), whether in the same group of investment companies (as defined in Section 12(d)(1)(G)(ii) of the 1940 Act) or otherwise, including pursuant to Section 12(d)(1)(F) of the 1940 Act (hereinafter
sometimes referred to as the Underlying Portfolios ) the holding of confirmation statements that identify the shares as being recorded in the Custodians name on behalf of the Portfolios will be deemed custody for purposes hereof.
Upon receipt of Proper Instructions, the Custodian shall on behalf of the applicable Portfolio(s) from time to time employ one or more sub-custodians located in the United States, but only in accordance with an applicable vote by the Board of Trustees or the Board of Directors of the Fund (as appropriate, and in each case, the Board ) on behalf of the applicable Portfolio(s), and provided that the Custodian shall have no more or less responsibility or liability to any Fund on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian. The Custodian may place and maintain each Funds foreign securities with foreign banking institution sub-custodians employed by the Custodian and/or foreign securities depositories, all as designated in Schedules A and B hereto, but only in accordance with the applicable provisions of Sections 3 and 4 hereof.
| S ECTION 2. | D UTIES OF THE C USTODIAN WITH R ESPECT TO P ROPERTY OF THE P ORTFOLIOS TO BE H ELD IN THE U NITED S TATES . |
S ECTION 2.1 H OLDING S ECURITIES . The Custodian shall hold and physically segregate for the account of each Portfolio all non-cash property, to be held by it in the United States, including all domestic securities owned by such Portfolio other than (a) securities which are maintained pursuant to Section 2.8 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (each, a U.S. Securities System ) and (b) Underlying Shares owned by each Fund which are maintained pursuant to Section 2.10 hereof in an account with State Street Bank and Trust Company or such other entity which may from time to time act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions (the Underlying Transfer Agent ).
S ECTION 2.2 D ELIVERY OF S ECURITIES . The Custodian shall release and deliver domestic securities owned by a Portfolio held by the Custodian, in a U.S. Securities System account of the Custodian or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:
| 1) | Upon sale of such securities for the account of the Portfolio and receipt of payment therefor; |
| 2) | Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio; |
| 3) | In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.8 hereof; |
| 4) | To the depository agent in connection with tender or other similar offers for securities of the Portfolio; |
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| 5) | To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian; |
| 6) | To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.7 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian; |
| 7) | Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with street delivery custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodians own negligence or willful misconduct; |
| 8) | For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; |
| 9) | In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; |
| 10) | For delivery in connection with any loans of securities made by the Portfolio (a) against receipt of collateral as agreed from time to time by the Fund on behalf of the Portfolio, except that in connection with any loans for which collateral is to be credited to the Custodians account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by the Portfolio prior to the receipt of such collateral or (b) to the lending agent, or the lending agents custodian, in accordance with written Proper Instructions (which may not provide for the receipt by the Custodian of collateral therefor) agreed upon from time to time by the Custodian and the Fund; |
| 11) | For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio; |
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| 12) | For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the Exchange Act ) and a member of the Financial Industry Regulatory Authority, Inc. ( FINRA , formerly known as The National Association of Securities Dealers, Inc.), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund on behalf of a Portfolio; |
| 13) | For delivery in accordance with the provisions of any agreement among a Fund on behalf of the Portfolio, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission (the CFTC ) and/or any contract market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Fund on behalf of a Portfolio; |
| 14) | Upon the sale or other delivery of such investments (including, without limitation, to one or more (a) Special Sub-Custodians or (b) additional custodians appointed by the Fund, and communicated to the Custodian from time to time via a writing duly executed by an authorized officer of the Fund, for the purpose of engaging in repurchase agreement transactions(s), each a Repo Custodian ), and prior to receipt of payment therefor, as set forth in written Proper Instructions (such delivery in advance of payment, along with payment in advance of delivery made in accordance with Section 2.6(7), as applicable, shall each be referred to herein as a Free Trade ), provided that such Proper Instructions shall set forth (a) the securities of the Portfolio to be delivered and (b) the person(s) to whom delivery of such securities shall be made; |
| 15) | Upon receipt of instructions from the Funds transfer agent (the Transfer Agent ) for delivery to such Transfer Agent or to the holders of Shares in connection with distributions in kind, as may be described from time to time in the currently effective prospectus and statement of additional information of the Fund related to the Portfolio (the Prospectus ), in satisfaction of requests by holders of Shares for repurchase or redemption; |
| 16) | In the case of a sale processed through the Underlying Transfer Agent of Underlying Shares, in accordance with Section 2.10 hereof; |
| 17) | For delivery as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and |
| 18) | For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio specifying (a) the securities of the Portfolio to be delivered and (b) the person or persons to whom delivery of such securities shall be made. |
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S ECTION 2.3 R EGISTRATION OF S ECURITIES . Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered management investment companies having the same investment adviser as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in street name or other good delivery form. If, however, a Fund directs the Custodian to maintain securities in street name, the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund on a best efforts basis only of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.
S ECTION 2.4 B ANK A CCOUNTS . The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Portfolio of each Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio in a bank account established and used in accordance with Rule 17f-3 under the 1940 Act. Funds held by the Custodian for a Portfolio may be deposited by it to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio be approved by vote of a majority of the Board. Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.
S ECTION 2.5 C OLLECTION OF I NCOME . Except with respect to Portfolio property released and delivered pursuant to Section 2.2(14) or purchased pursuant to Section 2.6(7), and subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to registered domestic securities held hereunder to which each Portfolio shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent thereof and shall credit such income, as collected, to such Portfolios custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. Income due each Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is properly entitled.
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S ECTION 2.6 P AYMENT OF F UND M ONIES . Upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of a Portfolio in the following cases only:
| 1) | Upon the purchase of domestic securities, options, futures contracts or options on futures contracts for the account of the Portfolio but only (a) against the delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Portfolio or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.8 hereof; (c) in the case of a purchase of Underlying Shares, in accordance with the conditions set forth in Section 2.10 hereof; (d) in the case of repurchase agreements entered into between the applicable Fund on behalf of a Portfolio and the Custodian, or another bank, or a broker-dealer which is a member of FINRA, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodians account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Portfolio of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Portfolio; or (e) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined herein; |
| 2) | In connection with conversion, exchange or surrender of securities owned by the Portfolio as set forth in Section 2.2 hereof; |
| 3) | For the redemption or repurchase of Shares issued as set forth in Section 6 hereof; |
| 4) | For the payment of any expense or liability incurred by the Portfolio, including but not limited to the following payments for the account of the Portfolio: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses; |
| 5) | For the payment of any dividends on Shares declared pursuant to the Funds articles of incorporation or organization and by-laws or agreement or declaration of trust, as applicable, and Prospectus (collectively, Governing Documents ); |
| 6) | For payment of the amount of dividends received in respect of securities sold short; |
| 7) |
Upon the purchase of domestic investments including, without limitation, repurchase agreement transactions involving delivery of Portfolio monies to Repo Custodian(s), |
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|
and prior to receipt of such investments, as set forth in written Proper Instructions (such payment in advance of delivery, along with delivery in advance of payment made in accordance with Section 2.2(14), as applicable, shall each be referred to herein as a Free Trade ), provided that such Proper Instructions shall also set forth (a) the amount of such payment and (b) the person(s) to whom such payment is made; |
| 8) | For payment as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and |
| 9) | For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the Portfolio specifying (a) the amount of such payment and (b) the person or persons to whom such payment is to be made. |
S ECTION 2.7 A PPOINTMENT OF A GENTS . The Custodian may at any time or times, subject to the applicable Funds prior approval, in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the 1940 Act to act as a custodian, as its agent to carry out such of the provisions of this Section 2 as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or liabilities hereunder. The Underlying Transfer Agent shall not be deemed an agent or sub-custodian of the Custodian for purposes of this Section 2.7 or any other provision of this Agreement.
S ECTION 2.8 D EPOSIT OF F UND A SSETS IN U.S. S ECURITIES S YSTEMS . The Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act, as amended from time to time.
S ECTION 2.9 S EGREGATED A CCOUNT . The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Portfolio, establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section 2.8 hereof, (a) in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Exchange Act and a member of the FINRA (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the CFTC or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (b) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Portfolio or commodity futures contracts or options thereon purchased or sold by the Portfolio, (c) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the U.S. Securities and Exchange Commission (the SEC ), or interpretative opinion of the staff of the SEC, relating to the maintenance of segregated accounts by registered management investment companies, and (d) for any other purpose in accordance with Proper Instructions.
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S ECTION 2.10 D EPOSIT OF F UND A SSETS WITH THE U NDERLYING T RANSFER A GENT . Underlying Shares beneficially owned by the Fund, on behalf of a Portfolio, shall be deposited and/or maintained in an account or accounts maintained with an Underlying Transfer Agent and the Custodians only responsibilities with respect thereto shall be limited to the following:
| 1) | Upon receipt of a confirmation or statement from an Underlying Transfer Agent that such Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that such Underlying Shares are being held by it as custodian for the benefit of such Portfolio. |
| 2) | In respect of the purchase of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall pay out monies of such Portfolio as so directed, and record such payment from the account of such Portfolio on the Custodians books and records. |
| 3) | In respect of the sale or redemption of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall transfer such Underlying Shares as so directed, record such transfer from the account of such Portfolio on the Custodians books and records and, upon the Custodians receipt of the proceeds therefor, record such payment for the account of such Portfolio on the Custodians books and records. |
The Custodian shall not be liable to the Fund for any loss or damage to the Fund or any Portfolio resulting from the maintenance of Underlying Shares with an Underlying Transfer Agent except for losses resulting directly from the fraud, negligence or willful misconduct of the Custodian or any of its agents or of any of its or their employees.
S ECTION 2.11 O WNERSHIP C ERTIFICATES FOR T AX P URPOSES . The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.
S ECTION 2.12 P ROXIES . Except with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7), the Custodian shall, with respect to the domestic securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of the Portfolio or a nominee of the Portfolio, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials and all notices relating to such securities.
S ECTION 2.13 C OMMUNICATIONS R ELATING TO P ORTFOLIO S ECURITIES . Except with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7), and subject to the provisions of Section 2.3, the Custodian shall transmit promptly to
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the applicable Fund for each Portfolio all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund on behalf of the Portfolio and the maturity of futures contracts purchased or sold by the Fund on behalf of the Portfolio) received by the Custodian from issuers of the securities being held for the Portfolio. With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable Fund all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with domestic securities or other property of the Portfolios at any time held by it unless (i) the Custodian is in actual possession of such domestic securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power. The Custodian shall also transmit promptly to the applicable Fund for each Portfolio all written information received by the Custodian regarding any class action or other litigation in connection with Portfolio securities or other assets issued in the United States and then held, or previously held, during the term of this Agreement by the Custodian for the account of the Fund for such Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. For avoidance of doubt, upon and after the effective date of any termination of this Agreement, with respect to a Fund or its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so transmit any information under this Section 2.13.
S ECTION 2.14 A VAILABILITY OF F EDERAL F UNDS . Upon mutual agreement between a Fund and the Custodian, the Custodian shall, upon the receipt of Proper Instructions from such Fund, make federal funds available to such Fund as of specified times agreed upon from time to time by such Fund and the Custodian in the amount of checks received in payment for Shares of such Fund which are deposited into such Funds account.
S ECTION 2.15 L IABILITY FOR P AYMENT IN A DVANCE OF R ECEIPT OF S ECURITIES P URCHASED . Except as specifically stated otherwise in this Agreement, in any and every case where payment for purchase of securities for the account of such Fund is made by the Custodian in advance of receipt of the securities purchased in the absence of specific Proper Instructions from such Fund to so pay in advance, the Custodian shall be absolutely liable to such Fund for such securities to the same extent as if the securities had been received by the Custodian.
| S ECTION 3. | P ROVISIONS R ELATING TO R ULES 17 F -5 AND 17 F -7 . |
S ECTION 3.1. D EFINITIONS . As used throughout this Agreement, the capitalized terms set forth below shall have the indicated meanings:
Country Risk means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such countrys political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.
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Eligible Foreign Custodian has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.
Eligible Securities Depository has the meaning set forth in section (b)(1) of Rule 17f-7.
Foreign Assets means any of the Portfolios investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios transactions in such investments.
Foreign Custody Manager has the meaning set forth in section (a)(3) of Rule 17f-5.
Rule 17f-5 means Rule 17f-5 promulgated under the 1940 Act.
Rule 17f-7 means Rule 17f-7 promulgated under the 1940 Act.
S ECTION 3.2. T HE C USTODIAN AS F OREIGN C USTODY M ANAGER .
3.2.1 D ELEGATION TO THE C USTODIAN AS F OREIGN C USTODY M ANAGER . Each Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.
3.2.2 C OUNTRIES C OVERED . The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Agreement, which list of countries may be amended from time to time by any Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.2.5 hereof.
Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by each Fund, on behalf of the applicable Portfolio(s), of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by such Funds Board on behalf of such Portfolio(s) responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Agreement by each Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each
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country listed on Schedule A. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of such Portfolio to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Custodian shall immediately cease to be the Foreign Custody Manager with respect to such Portfolio with respect to that country.
The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Thirty days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which the Custodians acceptance of delegation is withdrawn.
3.2.3 S COPE OF D ELEGATED R ESPONSIBILITIES :
(a) S ELECTION OF E LIGIBLE F OREIGN C USTODIANS . Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).
(b) C ONTRACTS W ITH E LIGIBLE F OREIGN C USTODIANS . The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).
(c) M ONITORING . In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.
3.2.4 G UIDELINES FOR THE E XERCISE OF D ELEGATED A UTHORITY . For purposes of this Section 3.2, the Board shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.
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3.2.5 R EPORTING R EQUIREMENTS . The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.2 after the occurrence of the material change.
3.2.6 S TANDARD OF C ARE AS F OREIGN C USTODY M ANAGER OF A P ORTFOLIO . In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.
3.2.7 R EPRESENTATIONS WITH R ESPECT TO R ULE 17 F -5 . The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has determined that it is reasonable for such Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.
3.2.8 E FFECTIVE D ATE AND T ERMINATION OF THE C USTODIAN AS F OREIGN C USTODY M ANAGER . Each Boards delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.
S ECTION 3.3 E LIGIBLE S ECURITIES D EPOSITORIES .
3.3.1 A NALYSIS AND M ONITORING . The Custodian shall (a) provide the Fund (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.
3.3.2 S TANDARD OF C ARE . The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.
| S ECTION 4. | D UTIES OF THE C USTODIAN WITH R ESPECT TO P ROPERTY OF THE P ORTFOLIOS TO BE H ELD O UTSIDE THE U NITED S TATES . |
S ECTION 4.1 D EFINITIONS . As used throughout this Agreement, the capitalized terms set forth below shall have the indicated meanings:
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Foreign Securities System means an Eligible Securities Depository listed on Schedule B hereto.
Foreign Sub-Custodian means a foreign banking institution serving as an Eligible Foreign Custodian.
S ECTION 4.2. H OLDING S ECURITIES . The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.
S ECTION 4.3. F OREIGN S ECURITIES S YSTEMS . Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.
S ECTION 4.4. T RANSACTIONS IN F OREIGN C USTODY A CCOUNT .
4.4.1. D ELIVERY OF F OREIGN A SSETS . The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:
| (i) | Upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System; |
| (ii) | In connection with any repurchase agreement related to foreign securities; |
| (iii) | To the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios; |
| (iv) | To the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable; |
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| (v) | To the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; |
| (vi) | To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case, the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such foreign securities prior to receiving payment for such foreign securities except as may arise from the Foreign Sub-Custodians own negligence or willful misconduct; |
| (vii) | For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; |
| (viii) | In the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; |
| (ix) | For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio; |
| (x) | In connection with trading in options and futures contracts, including delivery as original margin and variation margin; |
| (xi) | Upon the sale or other delivery of such foreign securities (including, without limitation, to one or more Special Sub-Custodians or Repo Custodians) as a Free Trade, provided that applicable Proper Instructions shall set forth (A) the foreign securities to be delivered and (B) the person or persons to whom delivery shall be made; |
| (xii) | In connection with the lending of foreign securities; and |
| (xiii) | For any other purpose, but only upon receipt of Proper Instructions specifying (A) the foreign securities to be delivered and (B) the person or persons to whom delivery of such securities shall be made. |
4.4.2. P AYMENT OF P ORTFOLIO M ONIES . Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:
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| (i) | Upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System; |
| (ii) | In connection with the conversion, exchange or surrender of foreign securities of the Portfolio; |
| (iii) | For the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses; |
| (iv) | For the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians; |
| (v) | In connection with trading in options and futures contracts, including delivery as original margin and variation margin; |
| (vi) | Upon the purchase of foreign investments including, without limitation, repurchase agreement transactions involving delivery of Portfolio monies to Repo Custodian(s), as a Free Trade, provided that applicable Proper Instructions shall set forth (A) the amount of such payment and (B) the person or persons to whom payment shall be made; |
| (vii) | For payment of part or all of the dividends received in respect of securities sold short; |
| (viii) | In connection with the borrowing or lending of foreign securities; and |
| (ix) | For any other purpose, but only upon receipt of Proper Instructions specifying (A) the amount of such payment and (B) the person or persons to whom such payment is to be made. |
4.4.3. M ARKET C ONDITIONS . Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.
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The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.
S ECTION 4.5. R EGISTRATION OF F OREIGN S ECURITIES . The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the applicable Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities in the absence of the nominees negligence and willful misconduct. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.
S ECTION 4.6 B ANK A CCOUNTS . The Custodian shall identify on its books as belonging to the applicable Fund cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.
S ECTION 4.7. C OLLECTION OF I NCOME . The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.
S ECTION 4.8 S HAREHOLDER R IGHTS . With respect to the foreign securities held pursuant to this Section 4, the Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. Each Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of such Fund to exercise shareholder rights.
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S ECTION 4.9. C OMMUNICATIONS R ELATING TO F OREIGN S ECURITIES . The Custodian shall transmit promptly to the applicable Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power or (iii) to the extent such untimely exercise was the direct result of an act or omission by the Custodian constituting negligence and willful misconduct. The Custodian shall also transmit promptly to the applicable Fund all written information received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios regarding any class action or other litigation in connection with Portfolio foreign securities or other assets issued outside the United States and then held, or previously held, during the term of this Agreement by the Custodian via a Foreign Sub-Custodian for the account of the Fund for such Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. For avoidance of doubt, upon and after the effective date of any termination of this Agreement, with respect to a Fund or its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so transmit any information under this Section 4.9.
S ECTION 4.10. L IABILITY OF F OREIGN S UB -C USTODIANS . Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodians performance of such obligations. At a Funds election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.
S ECTION 4.11 T AX L AW . The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on any Fund, the Portfolios or the Custodian as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of each Fund to notify the Custodian of the obligations imposed on such Fund with respect to the Portfolios or the Custodian as custodian of the Portfolios by the tax law of countries other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use
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reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which such Fund has provided such information.
S ECTION 4.12. L IABILITY OF C USTODIAN . The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in this Agreement and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care.
| S ECTION 5. | S PECIAL S UB -C USTODIANS . |
Upon receipt of Special Instructions (as such term is defined in Section 7 hereof), the Custodian shall, on behalf of one or more Portfolios, appoint one or more banks, trust companies or other entities designated in such Special Instructions to act as a sub-custodian for the purposes of effecting such transaction(s) as may be designated by a Fund in Special Instructions. Each such designated sub-custodian is referred to herein as a Special Sub-Custodian . Each such duly appointed Special Sub-Custodian shall be listed on Schedule D hereto, as it may be amended from time to time by a Fund, with the acknowledgment of the Custodian. In connection with the appointment of any Special Sub-Custodian, and in accordance with Special Instructions, the Custodian shall enter into a sub-custodian agreement with the Fund and the Special Sub-Custodian in form and substance approved by such Fund, provided that such agreement shall in all events comply with the provisions of the 1940 Act and the rules and regulations thereunder and the terms and provisions of this Agreement.
| S ECTION 6. | P AYMENTS FOR S ALES OR R EPURCHASES OR R EDEMPTIONS OF S HARES . |
The Custodian shall receive from the distributor of the Shares or from the Transfer Agent and deposit into the account of the appropriate Portfolio such payments as are received for Shares thereof issued or sold from time to time by the applicable Fund. The Custodian will provide timely notification to such Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by it of payments for Shares of such Portfolio.
From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by a Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between such Fund and the Custodian.
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| S ECTION 7. | P ROPER I NSTRUCTIONS AND S PECIAL I NSTRUCTIONS . |
Proper Instructions , which may also be standing instructions, as such term is used throughout this Agreement shall mean instructions received by the Custodian from a Fund, a Funds duly authorized investment manager or investment adviser, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which are hereby agreed to. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved; the Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 hereof.
Special Instructions , as such term is used throughout this Agreement, means Proper Instructions countersigned or confirmed in writing by the Treasurer or any Assistant Treasurer of the applicable Fund or any other person designated in writing by the Treasurer of such Fund, which countersignature or confirmation shall be (a) included on the same instrument containing the Proper Instructions or on a separate instrument clearly relating thereto and (b) delivered by hand, by facsimile transmission, or in such other manner as the Fund and the Custodian agree in writing.
Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian, duly certified by such Funds Treasurer or Assistant Treasurer, a certificate setting forth: (i) the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund and (ii) the names, titles and signatures of those persons authorized to give Special Instructions. Such certificate may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary.
| S ECTION 8. | E VIDENCE OF A UTHORITY . |
The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed by or on behalf of the applicable Fund. The Custodian may receive and accept a copy of a resolution certified by the Secretary or an Assistant Secretary of any Fund as conclusive evidence (a) of the authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the applicable Board as described in such resolution, and such resolution may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.
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| S ECTION 9. | A CTIONS P ERMITTED WITHOUT E XPRESS A UTHORITY . |
The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each applicable Portfolio:
| 1) | Make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Agreement; provided that all such payments shall be accounted for to the Fund on behalf of the Portfolio; |
| 2) | Surrender securities in temporary form for securities in definitive form; |
| 3) | Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and |
| 4) | In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the applicable Board. |
| S ECTION 10. | D UTIES OF C USTODIAN WITH R ESPECT TO THE B OOKS OF A CCOUNT AND C ALCULATION OF N ET A SSET V ALUE AND N ET I NCOME . |
The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the applicable Board to keep the books of account of each Portfolio and/or compute the net asset value per Share of the outstanding Shares or, if directed in writing to do so by a Fund on behalf of a Portfolio, shall itself keep such books of account and/or compute such net asset value per Share. If so directed, the Custodian shall also calculate daily the net income of the Portfolio as described in the Prospectus and shall advise the Fund and the Transfer Agent daily of the total amounts of such net income and, if instructed in writing by an officer of the Fund to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. Each Fund acknowledges and agrees that, with respect to investments maintained with the Underlying Transfer Agent, the Underlying Transfer Agent is the sole source of information on the number of shares of a fund held by it on behalf of a Portfolio and that the Custodian has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Custodian in performing its duties under this Agreement, including without limitation, the duties set forth in this Section 10 and in Section 11 hereof; provided, however, that the Custodian shall be obligated to reconcile information as to purchases and sales of Underlying Shares contained in trade instructions and confirmations received by the Custodian and to report promptly any discrepancies to the Underlying Transfer Agent. The calculations of the net asset value per Share and the daily income of each Portfolio shall be made at the time or times described from time to time in the Prospectus. Each Fund acknowledges that, in keeping the books of account of the Portfolio and/or making the calculations described herein with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7) hereof, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the Funds counterparty(ies), or the agents of either of them.
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| S ECTION 11. | R ECORDS . |
The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of each Fund under the 1940 Act, with particular attention to section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of such Fund and employees and agents of the SEC. The Custodian shall, at a Funds request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. Each Fund acknowledges that, in creating and maintaining the records as set forth herein with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7) hereof, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the Funds counterparty(ies), or the agents of either of them.
| S ECTION 12. | O PINION OF F UND S I NDEPENDENT A CCOUNTANT . |
The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Funds independent accountants with respect to its activities hereunder in connection with the preparation of the Funds Form N-1A or Form N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.
| S ECTION 13. | R EPORTS TO F UND BY I NDEPENDENT P UBLIC A CCOUNTANTS . |
The Custodian shall provide the applicable Fund, on behalf of each of the Portfolios at such times as such Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a U.S. Securities System or a Foreign Securities System (either, a Securities System ), relating to the services provided by the Custodian under this Agreement; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.
| S ECTION 14. | C OMPENSATION OF C USTODIAN . |
The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time in writing between each Fund on behalf of each applicable Portfolio and the Custodian.
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| S ECTION 15. | R ESPONSIBILITY OF C USTODIAN . |
So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by and shall be without liability to any Fund for any action taken or omitted by it in good faith without negligence, including, without limitation, acting in accordance with any Proper Instruction. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be without liability to any Fund or Portfolio for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk (as defined in Section 3 hereof), including without limitation nationalization, expropriation, currency restrictions, or acts of war, revolution, riots or terrorism.
Except as may arise from the Custodians own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to any Fund for any loss, liability, claim or expense resulting from or caused by; (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts; (ii) errors by any Fund or its duly authorized investment manager or investment adviser in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any act or omission of a Special Sub-Custodian including, without limitation, reliance on reports prepared by a Special Sub-Custodian; (v) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodians sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (vi) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian, any Fund, the Custodians sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vii) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (viii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.
The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian (as such term is defined in Section 4 hereof) to the same extent as set forth with respect to sub-custodians generally in this Agreement.
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If a Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, such Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.
If a Fund requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement) or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominees own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Portfolios assets to the extent necessary to obtain reimbursement.
Except as may arise from the Custodians own negligence or willful misconduct, each Fund shall indemnify and hold the Custodian harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against the Custodian (a) acting in accordance with any Proper Instruction or Special Instruction including, without limitation, any Proper Instruction with respect to Free Trades including, but not limited to, cost, expense, loss, damage, liability, tax, charge, assessment or claim resulting from (i) the failure of the applicable Fund to receive income with respect to purchased investments, (ii) the failure of the applicable Fund to recover amounts invested on maturity of purchased investments, (iii) the failure of the Custodian to respond to or be aware of notices or other corporate communications with respect to purchased investments, or (iv) the Custodians reliance upon information provided by the applicable Fund, such Funds counterparty(ies) or the agents of either of them with respect to Fund property released, delivered or purchased pursuant to either of Section 2.2(14) or Section 2.6(7) hereof; (b) for the acts or omissions of any Special Sub-Custodian; or (c) for the acts or omissions of any Local Agent or Pledgee.
In no event shall the Custodian be liable for indirect, special or consequential damages.
| S ECTION 16. | E FFECTIVE P ERIOD , T ERMINATION AND A MENDMENT . |
This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing; provided, however, that no Fund shall amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of such Funds Governing Documents, and further provided, that any Fund on behalf of one or more of the Portfolios may at any time by action of its Board (i) substitute another bank or trust company for
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the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.
Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio.
Upon termination of the Agreement, the applicable Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements.
| S ECTION 17. | S UCCESSOR C USTODIAN . |
If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System or at the Underlying Transfer Agent.
If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution.
In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a bank as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.
In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of any Fund to provide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.
| S ECTION 18. | G ENERAL . |
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S ECTION 18.1 M ASSACHUSETTS L AW TO A PPLY . This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.
S ECTION 18.2 P RIOR A GREEMENTS . This Agreement supersedes and terminates, as of the date hereof, all prior Agreements between each Fund on behalf of each of the Portfolios and the Custodian relating to the custody of such Funds assets.
S ECTION 18.3 A SSIGNMENT . This Agreement may not be assigned by (a) any Fund without the written consent of the Custodian or (b) by the Custodian without the written consent of each applicable Fund.
S ECTION 18.4 I NTERPRETIVE AND A DDITIONAL P ROVISIONS . In connection with the operation of this Agreement, the Custodian and each Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of a Funds Governing Documents. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.
S ECTION 18.5 A DDITIONAL F UNDS . In the event that any management investment company in addition to those listed on Appendix A hereto desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such management investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 18.7 below.
S ECTION 18.6 A DDITIONAL P ORTFOLIOS . In the event that any Fund establishes one or more series of Shares in addition to those set forth on Appendix A hereto with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.
S ECTION 18.7 T HE P ARTIES . All references herein to the Fund are to each of the management investment companies listed on Appendix A hereto, and each management investment company made subject to this Agreement in accordance with Section 18.5 above, individually, as if this Agreement were between such individual Fund and the Custodian. In the case of a series corporation, trust or other entity, all references herein to the Portfolio are to the individual series or portfolio of such corporation, trust or other entity, or to such corporation, trust or other entity on behalf of the individual series or portfolio, as appropriate. Any reference in this Agreement to the parties shall mean the Custodian and such other individual Fund as to which the matter pertains. Each Fund hereby represents and warrants that (a) it is duly incorporated or organized and is validly
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existing in good standing in its jurisdiction of incorporation or organization; (b) it has the requisite power and authority under applicable law and its Governing Documents to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes its legal, valid, binding and enforceable agreement; and (e) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.
S ECTION 18.8 R EMOTE A CCESS S ERVICES A DDENDUM . The Custodian and each Fund agree to be bound by the terms of the Remote Access Services Addendum hereto.
S ECTION 18.9 N OTICES . Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time.
| To any Fund: | The Phoenix Edge Series Fund | |||
| c/o Phoenix Life Insurance Company | ||||
| One American row | ||||
| PO Box 5056 | ||||
| Hartford, CT 06102-5056 | ||||
| Attention: Chief Legal Officer | ||||
| Telephone: 860-403-6625 | ||||
| Telecopy: 860-403-7203 | ||||
| To the Custodian: | S TATE S TREET B ANK AND T RUST C OMPANY | |||
| 1776 Heritage Drive No Quincy, MA 02171 | ||||
| No Quincy, MA 02171 | ||||
| Attention: James M. Keenan | ||||
| Telephone: 617-985-9422 | ||||
| Telecopy: 617-985-7575 | ||||
Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.
S ECTION 18.10 C OUNTERPARTS . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement.
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S ECTION 18.11 S EVERABILITY . If any provision or provisions of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
S ECTION 18.12 R EPRODUCTION OF D OCUMENTS . This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
S ECTION 18.13 S HAREHOLDER C OMMUNICATIONS E LECTION . SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs each Fund to indicate whether it authorizes the Custodian to provide such Funds name, address, and share position to requesting companies whose securities the Fund owns. If a Fund tells the Custodian no, the Custodian will not provide this information to requesting companies. If a Fund tells the Custodian yes or does not check either yes or no below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For a Funds protection, the Rule prohibits the requesting company from using the Funds name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.
| YES | ¨ | The Custodian is authorized to release the Funds name, address, and share positions. | ||
| NO | x | The Custodian is not authorized to release the Funds name, address, and share positions. | ||
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S IGNATURE P AGE
I N W ITNESS W HEREOF , each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative under seal as of the date first above-written.
APPENDIX A
TO
M ASTER C USTODIAN A GREEMENT
M ANAGEMENT I NVESTMENT C OMPANIES R EGISTERED WITH THE SEC AND P ORTFOLIOS THEREOF , I F A NY
| T HE P HOENIX E DGE S ERIES FUND |
|
Phoenix Capital Growth Series |
|
Phoenix Growth and Income |
|
Phoenix Mid-Cap Growth Series |
|
Phoenix Money Market Series |
|
Phoenix Multi-Sector Fixed Income Series |
|
Phoenix Multi-Sector Short Term Bond Series |
|
Phoenix Strategic Allocation Series |
|
Phoenix-Aberdeen International Series |
|
Phoenix-Alger Small-Cap Growth Series |
|
Phoenix-Duff & Phelps Real Estate Securities Series |
|
Phoenix Dynamic Asset Allocation Series: Aggressive Growth |
|
Phoenix Dynamic Asset Allocation Series: Growth |
|
Phoenix Dynamic Asset Allocation Series: Moderate |
|
Phoenix Dynamic Asset Allocation Series: Moderate Growth |
|
Phoenix-Sanford Bernstein Mid-Cap Value Series |
|
Phoenix-Sanford Bernstein Small-Cap Value Series |
|
Phoenix-Van Kampen Comstock Series |
|
Phoenix-Van Kampen Equity 500 Index Series |
| STATE STREET | SCHEDULE A | |||
| GLOBAL CUSTODY NETWORK | ||||
| SUBCUSTODIANS |
|
Market |
Subcustodian |
|
| Argentina | Citibank, N.A. | |
| Australia | The Hongkong and Shanghai Banking Corporation Limited | |
| Citigroup Pty. Limited | ||
| Austria | UniCredit Bank Austria AG | |
| Bahrain | HSBC Bank Middle East Limited | |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | ||
| Bangladesh | Standard Chartered Bank | |
| Belgium | Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Brussels branch) | |
| Benin | via Société Générale de Banques en Côte dIvoire, Abidjan, Ivory Coast | |
| Bermuda | Bank of Bermuda Limited | |
| Botswana | Barclays Bank of Botswana Limited | |
| Brazil | Citibank, N.A. | |
| Bulgaria | ING Bank N.V. | |
| Burkina Faso | via Société Générale de Banques en Côte dIvoire, Abidjan, Ivory Coast | |
| Canada | State Street Trust Company Canada | |
| Cayman Islands | Close Trustees (Cayman) Limited | |
| Chile | Banco Itaú Chile | |
| Peoples Republic of China (Shanghai and Shenzhen) |
HSBC Bank (China) Company Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
|
| Colombia | Cititrust Colombia S.A. Sociedad Fiduciaria | |
| Costa Rica | Banco BCT S.A. | |
| Croatia | Privredna Banka Zagreb d.d. | |
| Cyprus | BNP Paribas Securities Services, S.A., Greece (operating through its Athens branch) | |
| Czech Republic | Ceskoslovenská obchodní banka, a.s. | |
| Denmark | Skandinaviska Enskilda Banken AB, Sweden (operating through its Copenhagen branch) | |
| Ecuador | Banco de la Producción S.A. PRODUBANCO | |
| As of 9/30/08 | 1 |
| STATE STREET | SCHEDULE A | |||
| GLOBAL CUSTODY NETWORK | ||||
| SUBCUSTODIANS |
|
Market |
Subcustodian |
|
| Egypt | HSBC Bank Egypt S.A.E. | |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | ||
| Estonia | AS Hansabank | |
| Finland | Skandinaviska Enskilda Banken AB, Sweden (operating through its Helsinki branch) | |
| France | Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Paris branch) | |
| Germany | Deutsche Bank AG | |
| Ghana | Barclays Bank of Ghana Limited | |
| Greece | National Bank of Greece S.A. | |
| Guinea-Bissau | via Société Générale de Banques en Côte dIvoire, Abidjan, Ivory Coast | |
| Hong Kong | Standard Chartered Bank (Hong Kong) Limited | |
| Hungary | UniCredit Bank Hungary Zrt. | |
| Iceland | Kaupthing Banki hf. | |
| India | Deutsche Bank AG | |
| The Hongkong and Shanghai Banking Corporation Limited | ||
| Indonesia | Deutsche Bank AG | |
| Ireland | Bank of Ireland | |
| Israel | Bank Hapoalim B.M. | |
| Italy | Deutsche Bank S.p.A. | |
| Ivory Coast | Société Générale de Banques en Côte dIvoire | |
| Jamaica | Bank of Nova Scotia Jamaica Limited | |
| Japan | Mizuho Corporate Bank Limited | |
| Sumitomo Mitsui Banking Corporation | ||
| Jordan | HSBC Bank Middle East Limited | |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | ||
| Kazakhstan | SB HSBC Bank Kazakhstan JSC | |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | ||
| Kenya | Barclays Bank of Kenya Limited | |
|
As of 9/30/08 |
2 |
| STATE STREET | SCHEDULE A | |||
| GLOBAL CUSTODY NETWORK | ||||
| SUBCUSTODIANS |
|
Market |
Subcustodian |
|
| Republic of Korea | Deutsche Bank AG | |
| The Hongkong and Shanghai Banking Corporation Limited | ||
| Kuwait | HSBC Bank Middle East Limited | |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | ||
| Latvia | A/s Hansabanka | |
| Lebanon | HSBC Bank Middle East Limited | |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | ||
| Lithuania | AB SEB Bankas | |
| Malaysia | Standard Chartered Bank Malaysia Berhad | |
| Mali | via Société Générale de Banques en Côte dIvoire, Abidjan, Ivory Coast | |
| Malta | The Hongkong and Shanghai Banking Corporation Limited | |
| Mauritius | The Hongkong and Shanghai Banking Corporation Limited | |
| Mexico | Banco Nacional de México S.A. | |
| Morocco | Attijariwafa bank | |
| Namibia | Standard Bank Namibia Limited | |
| Netherlands | Deutsche Bank AG | |
| New Zealand | The Hongkong and Shanghai Banking Corporation Limited | |
| Niger | via Société Générale de Banques en Côte dIvoire, Abidjan, Ivory Coast | |
| Nigeria | Stanbic IBTC Bank Plc. | |
| Norway | Skandinaviska Enskilda Banken AB, Sweden (operating through its Oslo branch) | |
| Oman | HSBC Bank Middle East Limited | |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | ||
| Pakistan | Deutsche Bank AG | |
| Palestine | HSBC Bank Middle East Limited | |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | ||
| Panama | HSBC Bank (Panama) S.A. | |
| Peru | Citibank del Perú, S.A. | |
| Philippines | Standard Chartered Bank | |
|
As of 9/30/08 |
3 |
| STATE STREET | SCHEDULE A | |||
| GLOBAL CUSTODY NETWORK | ||||
| SUBCUSTODIANS |
|
Market |
Subcustodian |
|
| Poland | Bank Handlowy w Warszawie S.A. | |
| Portugal | Banco Comercial Português S.A. | |
| Puerto Rico | Citibank N.A. | |
| Qatar | HSBC Bank Middle East Limited | |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | ||
| Romania | ING Bank N.V. | |
| Russia | ING Bank (Eurasia) ZAO, Moscow | |
| Saudi Arabia | Saudi British Bank | |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | ||
| Senegal | via Société Générale de Banques en Côte dIvoire, Abidjan, Ivory Coast | |
| Serbia | UniCredit Bank Serbia JSC | |
| Singapore | DBS Bank Limited | |
| United Overseas Bank Limited | ||
| Slovak Republic | Ceskoslovenská obchodna banka, a.s. | |
| Slovenia | UniCredit Banka Slovenija d.d. | |
| South Africa | Nedbank Limited | |
| Standard Bank of South Africa Limited | ||
| Spain | Deutsche Bank S.A.E. | |
| Sri Lanka | The Hongkong and Shanghai Banking Corporation Limited | |
| Swaziland | Standard Bank Swaziland Limited | |
| Sweden | Skandinaviska Enskilda Banken AB | |
| Switzerland | UBS AG | |
| Credit Suisse | ||
| Taiwan - R.O.C. | Bank of Taiwan | |
| Thailand | Standard Chartered Bank (Thai) Public Company Limited | |
| Togo | via Société Générale de Banques en Côte dIvoire, Abidjan, Ivory Coast | |
| Trinidad & Tobago | Republic Bank Limited | |
| Tunisia | Banque Internationale Arabe de Tunisie | |
|
As of 9/30/08 |
4 |
| STATE STREET | SCHEDULE A | |||
| GLOBAL CUSTODY NETWORK | ||||
| SUBCUSTODIANS |
|
Market |
Subcustodian |
|
| Turkey | Citibank, A.S. | |
| Uganda | Barclays Bank of Uganda Limited | |
| Ukraine | ING Bank Ukraine | |
| United Arab Emirates | HSBC Bank Middle East Limited | |
| Dubai Financial Market | (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | |
| United Arab Emirates Dubai International Financial Center |
HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
|
| United Arab Emirates Abu Dhabi |
HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
|
| United Kingdom | State Street Bank and Trust Company, United Kingdom branch | |
| Uruguay | Banco Itaú Uruguay S.A. | |
| Venezuela | Citibank, N.A. | |
| Vietnam | The Hongkong and Shanghai Banking Corporation Limited | |
| Zambia | Barclays Bank of Zambia Plc. | |
| Zimbabwe | Barclays Bank of Zimbabwe Limited | |
|
As of 9/30/08 |
5 |
| STATE STREET | SCHEDULE B | |||
| GLOBAL CUSTODY NETWORK | ||||
| DEPOSITORIES OPERATING IN NETWORK MARKETS |
|
Market |
Depository |
|
| Argentina | Caja de Valores S.A. | |
| Australia | Austraclear Limited | |
| Austria | Oesterreichische Kontrollbank AG (Wertpapiersammelbank Division) | |
| Bahrain | Clearing, Settlement, and Depository System of the Bahrain Stock Exchange | |
| Bangladesh | Central Depository Bangladesh Limited | |
| Belgium | Banque Nationale de Belgique | |
| Euroclear Belgium | ||
| Benin | Dépositaire Central Banque de Règlement | |
| Bermuda | Bermuda Securities Depository | |
| Botswana | Central Securities Depository Company of Botswana Ltd. | |
| Brazil | Central de Custódia e de Liquidação Financeira de Títulos Privados (CETIP) | |
| Companhia Brasileira de Liquidação e Custódia | ||
| Sistema Especial de Liquidação e de Custódia (SELIC) | ||
| Bulgaria | Bulgarian National Bank | |
| Central Depository AD | ||
| Burkina Faso | Dépositaire Central Banque de Règlement | |
| Canada | The Canadian Depository for Securities Limited | |
| Chile | Depósito Central de Valores S.A. | |
|
Peoples Republic of China |
China Securities Depository and Clearing Corporation Limited, Shanghai Branch China Securities Depository and Clearing Corporation Limited, Shenzhen Branch |
|
| Colombia | Depósito Central de Valores | |
| Depósito Centralizado de Valores de Colombia S.A. (DECEVAL) | ||
| Costa Rica | Central de Valores S.A. | |
| Croatia | Sredinja depozitarna agencija d.d. | |
| Cyprus | Central Depository and Central Registry | |
| Czech Republic | Czech National Bank | |
| St edisko cenných papíru - Ceská republika | ||
| Denmark | Værdipapircentralen | |
As of 9/30/08
| STATE STREET | SCHEDULE B | |||
| GLOBAL CUSTODY NETWORK | ||||
| DEPOSITORIES OPERATING IN NETWORK MARKETS |
|
Market |
Depository |
|
| Egypt | Misr for Clearing, Depository and Central Registry S.A.E. | |
| Central Bank of Egypt | ||
| Estonia | AS Eesti Väärtpaberikeskus | |
| Finland | Suomen Arvopaperikeskus Oy | |
| France | Euroclear France | |
| Germany | Clearstream Banking AG, Frankfurt | |
| Greece | Apothetirion Titlon AE | |
| Bank of Greece, System for Monitoring Transactions in Securities in Book-Entry Form | ||
| Guinea-Bissau | Dépositaire Central Banque de Règlement | |
| Hong Kong | Central Moneymarkets Unit | |
| Hong Kong Securities Clearing Company Limited | ||
| Hungary | Központi Elszámolóház és Értéktár (Budapest) Zrt. (KELER) | |
| Iceland | Icelandic Securities Depository Limited | |
| India | Central Depository Services (India) Limited | |
| National Securities Depository Limited | ||
| Reserve Bank of India | ||
| Indonesia | Bank Indonesia | |
| PT Kustodian Sentral Efek Indonesia | ||
| Israel | Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearing House) | |
| Italy | Monte Titoli S.p.A. | |
| Ivory Coast | Dépositaire Central Banque de Règlement | |
| Jamaica | Jamaica Central Securities Depository | |
| Japan | Bank of Japan Net System | |
| Japan Securities Depository Center (JASDEC) Incorporated | ||
| Jordan | Securities Depository Center | |
| Kazakhstan | Central Securities Depository | |
| Kenya | Central Depository and Settlement Corporation Limited | |
| Central Bank of Kenya | ||
| Republic of Korea | Korea Securities Depository | |
|
As of 9/30/08 |
| STATE STREET | SCHEDULE B | |||
| GLOBAL CUSTODY NETWORK | ||||
| DEPOSITORIES OPERATING IN NETWORK MARKETS |
|
Market |
Depository |
|
| Kuwait | Kuwait Clearing Company | |
| Latvia | Latvian Central Depository | |
| Lebanon | Banque du Liban | |
|
Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East (Midclear) S.A.L. |
||
| Lithuania | Central Securities Depository of Lithuania | |
| Malaysia | Bank Negara Malaysia | |
| Bursa Malaysia Depository Sdn. Bhd. | ||
| Mali | Dépositaire Central Banque de Règlement | |
| Malta | Central Securities Depository of the Malta Stock Exchange | |
| Mauritius | Bank of Mauritius | |
| Central Depository and Settlement Co. Ltd. | ||
| Mexico | S.D. INDEVAL, S.A. de C.V. | |
| Morocco | Maroclear | |
| Namibia | Bank of Namibia | |
| Netherlands | Euroclear Nederland | |
| New Zealand | New Zealand Central Securities Depository Limited | |
| Niger | Dépositaire Central Banque de Règlement | |
| Nigeria | Central Securities Clearing System Limited | |
| Norway | Verdipapirsentralen | |
| Oman | Muscat Depository & Securities Registration Company, SAOC | |
| Pakistan | Central Depository Company of Pakistan Limited | |
| State Bank of Pakistan | ||
| Palestine | Clearing, Depository and Settlement, a department of the Palestine Securities Exchange | |
| Panama | Central Latinoamericana de Valores, S.A. (LatinClear) | |
| Peru | Caja de Valores y Liquidaciones, Institución de Compensación y Liquidación de Valores S.A. | |
| Philippines | Philippine Depository & Trust Corporation | |
| Registry of Scripless Securities (ROSS) of the Bureau of Treasury | ||
|
As of 9/30/08 |
| STATE STREET | SCHEDULE B | |||
| GLOBAL CUSTODY NETWORK | ||||
| DEPOSITORIES OPERATING IN NETWORK MARKETS |
|
Market |
Depository |
|
| Poland | Rejestr Papierów Warto ciowych | |
| Krajowy Depozyt Papierów Wartos´ciowych S.A. | ||
| Portugal | Banco de Portugal | |
| INTERBOLSA - Sociedad Gestora de Sistemas | ||
| de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. | ||
| Qatar | Central Clearing and Registration (CCR), a department of the Doha Securities Market | |
| Romania | S.C. Depozitarul Central S.A. | |
| National Bank of Romania | ||
| Russia | Vneshtorgbank, Bank for Foreign Trade of the Russian Federation | |
| National Depository Center | ||
| Saudi Arabia | Tadawul Central Securities Depository | |
| Senegal | Dépositaire Central Banque de Règlement | |
| Serbia | Central Registrar and Central Depository for Securities | |
| Singapore | The Central Depository (Pte) Limited | |
| Monetary Authority of Singapore | ||
| Slovak Republic | Národná banka slovenska | |
| Centralny depozitar cenných papierov SR, a.s. | ||
| Slovenia | KDD - Centralna klirinsko depotna druzba d.d. | |
| South Africa | Strate Ltd. | |
| Spain | IBERCLEAR | |
| Sri Lanka | Central Bank of Sri Lanka | |
| Central Depository System (Pvt) Limited | ||
| Sweden | Värdepapperscentralen VPC AB | |
| Switzerland | SegaIntersettle AG | |
| Taiwan - R.O.C. | Taiwan Depository and Clearing Corporation | |
| Central Bank of China | ||
| Thailand | Thailand Securities Depository Company Limited | |
| Togo | Dépositaire Central Banque de Règlement | |
| Trinidad and Tobago | Central Bank of Trinidad and Tobago | |
| Trinidad and Tobago Central Depository Limited | ||
|
As of 9/30/08 |
| STATE STREET | SCHEDULE B | |||
| GLOBAL CUSTODY NETWORK | ||||
| DEPOSITORIES OPERATING IN NETWORK MARKETS |
|
Market |
Depository |
|
| Tunisia | Société Tunisienne Interprofessionelle pour la | |
| Compensation et le Dépôts des Valeurs Mobilières (STICODEVAM) | ||
| Turkey | Central Bank of Turkey | |
| Central Registry Agency | ||
| Uganda | Bank of Uganda | |
| Ukraine | Mizhregionalny Fondovy Souz | |
| National Bank of Ukraine | ||
|
United Arab Emirates - Dubai Financial Market |
Clearing and Depository System, a department of the Dubai Financial Market | |
|
United Arab Emirates - Dubai International Financial Center |
Central Securities Depository department of the Dubai International Financial Exchange | |
| United Arab Emirates - Abu Dhabi | Clearing, Settlement, Depository and Registry department of the Abu Dhabi Securities Exchange | |
| United Kingdom | Euroclear UK & Ireland Limited | |
| Uruguay | Banco Central del Uruguay | |
| Venezuela | Banco Central de Venezuela | |
| Caja Venezolana de Valores | ||
| Vietnam | Vietnam Securities Depository | |
| Zambia | Bank of Zambia | |
| LuSE Central Shares Depository Limited | ||
TRANSNATIONAL
Euroclear Bank S.A./N.V.
Clearstream Banking, S.A.
|
As of 9/30/08 |
SCHEDULE C
MARKET INFORMATION
|
Publication/Type of Information |
Brief Description |
|
| (scheduled frequency) | ||
|
The Guide to Custody in World Markets (hardcopy annually and regular website updates) |
An overview of settlement and safekeeping procedures, custody practices and foreign investor considerations for the markets in which State Street offers custodial services. | |
|
Global Custody Network Review (annually) |
Information relating to Foreign Sub-Custodians in State Streets Global Custody Network. The Review stands as an integral part of the materials that State Street provides to its U.S. mutual fund clients to assist them in complying with SEC Rule 17f-5. The Review also gives insight into State Streets market expansion and Foreign Sub-Custodian selection processes, as well as the procedures and controls used to monitor the financial condition and performance of our Foreign Sub- Custodian banks. | |
|
Securities Depository Review (annually) |
Custody risk analyses of the Foreign Securities Depositories presently operating in Network markets. This publication is an integral part of the materials that State Street provides to its U.S. mutual fund clients to meet informational obligations created by SEC Rule 17f-7. | |
|
Global Legal Survey (annually) |
With respect to each market in which State Street offers custodial services, opinions relating to whether local law restricts (i) access of a funds independent public accountants to books and records of a Foreign Sub-Custodian or Foreign Securities System, (ii) a funds ability to recover in the event of bankruptcy or insolvency of a Foreign Sub-Custodian or Foreign Securities System, (iii) a funds ability to recover in the event of a loss by a Foreign Sub-Custodian or Foreign Securities System, and (iv) the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars. | |
|
Subcustodian Agreements (annually) |
Copies of the contracts that State Street has entered into with each Foreign Sub-Custodian that maintains U.S. mutual fund assets in the markets in which State Street offers custodial services. | |
|
Global Market Bulletin (daily or as necessary) |
Information on changing settlement and custody conditions in markets where State Street offers custodial services. Includes changes in market and tax regulations, depository developments, dematerialization information, as well as other market changes that may impact State Streets clients. | |
|
Foreign Custody Advisories (as necessary) |
For those markets where State Street offers custodial services that exhibit special risks or infrastructures impacting custody, State Street issues market advisories to highlight those unique market factors which might impact our ability to offer recognized custody service levels. | |
|
Material Change Notices (presently on a quarterly basis or as otherwise necessary) |
Informational letters and accompanying materials confirming State Streets foreign custody arrangements, including a summary of material changes with Foreign Sub-Custodians that have occurred during the previous quarter. The notices also identify any material changes in the custodial risks associated with maintaining assets with Foreign Securities Depositories. | |
SCHEDULE D
TO
M ASTER C USTODIAN A GREEMENT
S PECIAL S UB -C USTODIANS
None
D-1
Exhibit 28(g)1(2)
Remote Access Services Addendum to Master Custodian Agreement between The Phoenix Edge
Series Fund and State Street Bank and Trust Company
REMOTE ACCESS SERVICES ADDENDUM TO MASTER CUSTODIAN AGREEMENT
ADDENDUM to that certain Master Custodian Agreement dated as of December 31, 2008 (the Custodian Agreement) by and among each management investment company identified on Appendix A thereto or made subject thereto pursuant to Section 18.5 thereof (each, a Customer) and State Street Bank and Trust Company, including its subsidiaries and affiliates (State Street).
State Street has developed and/or utilizes proprietary or third-party accounting and other systems in conjunction with the services that State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its ownership and/or control that it makes available to its customers (the "Remote Access Services").
The Services
State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties who agree to abide by the terms of this Addendum (Authorized Designees) with access to State Street propriety and third-party systems as may be offered by State Street from time to time (each, a System) on a remote basis.
Security Procedures
The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security devices and procedures as may be issued or required from time to time by State Street or its third-party vendors for use of the System and access to the Remote Access Services. The Customer is responsible for any use and/or misuse of the System and Remote Access Services by its Authorized Designees. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street and State Street may restrict access of the System and Remote Access Services by the Customer or any Authorized Designee for security reasons or noncompliance with the terms of this Addendum at any time.
Fees
Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the fee schedule in effect from time to time between the parties. The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.
Proprietary Information/Injunctive Relief
The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, know- how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and
i
intellectual property rights of State Street and third-party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third-party vendors (the Proprietary Information). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public.
The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street's databases, including data from third-party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the Customer, as State Streets customer.
The Customer agrees that neither it nor its Authorized Designees will modify the System in any way, enhance, copy or otherwise create derivative works based upon the System, nor will the Customer or its Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System.
The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third-party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Limited Warranties
State Street represents and warrants that it is the owner of and/or has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited to the use of the Internet, and the necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided AS IS without warranty express or implied including as to availability of the System, and the Customer and its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors and third-party vendors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such partys control.
EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Infringement
ii
State Street will defend or, at its option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to or use of State Street proprietary systems by the Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding, cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control over such claim or proceeding. Should the State Street proprietary system or any part thereof become, or in State Streets opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent, copyright or trade secret laws, State Street shall have the right, at State Street's sole option, to (i) procure for the Customer the right to continue using the State Street proprietary system (ii) replace or modify the State Street proprietary system so that the State Street proprietary system becomes noninfringing, or (iii) terminate this Addendum without further obligation. This section constitutes the sole remedy to the Customer for the matters described in this section.
Termination
Either party to the Custodian Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days prior written notice in the case of notice of termination by State Street to the Customer or thirty (30) days notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of any service agreement applicable to the Customer. The Customers use of any third-party System is contingent upon its compliance with any terms of use of such system imposed by such third party and State Streets continued access to, and use of, such third-party system. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees and immediately cease access to the System and Remote Access Services. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.
Miscellaneous
This Addendum constitutes the entire understanding of the parties to the Custodian Agreement with respect to access to the System and the Remote Access Services. This Addendum cannot be modified or altered except in a writing duly executed by each of State Street and the Customer and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.
By its execution of the Custodian Agreement, the Customer: (a) confirms to State Street that it informs all Authorized Designees of the terms of this Addendum; (b) accepts responsibility for its and its Authorized Designees compliance with the terms of this Addendum; and (c) indemnifies and holds State Street harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities arising from any failure of the Customer or any of its Authorized Designees to abide by the terms of this Addendum.
iii
Exhibit 28(g)1(3)
Funds Transfer Addendum to Master Custodian Agreement between The Phoenix Edge Series Fund
and State Street Bank and Trust Company
F UNDS T RANSFER A DDENDUM
OPERATING GUIDELINES
1. OBLIGATION OF THE SENDER : State Street is authorized to promptly debit Clients account(s) upon the receipt of a payment order in compliance with the selected Security Procedure chosen for funds transfer and in the amount of money that State Street has been instructed to transfer. State Street shall execute payment orders in compliance with the Security Procedure and with the Client's instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after this time will be deemed to have been received on the next business day.
2. SECURITY PROCEDURE : The Client acknowledges that the Security Procedure it has designated on the Selection Form was selected by the Client from Security Procedures offered by State Street. The Client agrees that the Security Procedures are reasonable and adequate for its wire transfer transactions and agrees to be bound by any payment orders, amendments and cancellations, whether or not authorized, issued in its name and accepted by State Street after being confirmed by any of the selected Security Procedures. The Client also agrees to be bound by any other valid and authorized payment order accepted by State Street. The Client shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated in writing to State Street. The Client must notify State Street immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Clients authorized personnel. State Street shall verify the authenticity of all instructions according to the Security Procedure.
3. ACCOUNT NUMBERS : State Street shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern. Financial institutions that receive payment orders initiated by State Street at the instruction of the Client may also process payment orders on the basis of account numbers, regardless of any name included in the payment order. State Street will also rely on any financial institution identification numbers included in any payment order, regardless of any financial institution name included in the payment order.
4. REJECTION : State Street reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of State Streets receipt of such payment order; (b) if initiating such payment order would cause State Street, in State Streets sole judgment, to exceed any volume, aggregate dollar, network, time, credit or similar limits upon wire transfers which are applicable to State Street; or (c) if State Street, in good faith, is unable to satisfy itself that the transaction has been properly authorized.
5. CANCELLATION OR AMENDMENT : State Street shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording State Street reasonable opportunity to act. However, State Street assumes no liability if the request for amendment or cancellation cannot be satisfied.
6. ERRORS : State Street shall assume no responsibility for failure to detect any erroneous payment order provided that State Street complies with the payment order instructions as received and State Street complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.
7. INTEREST AND LIABILITY LIMITS : State Street shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless State Street is notified of the unauthorized payment order within thirty (30) days of notification by State Street of the acceptance of such payment order. In no event shall State Street be liable for special, indirect or consequential damages, even if advised of the possibility of such damages and even for failure to execute a payment order.
8. AUTOMATED CLEARING HOUSE (ACH) CREDIT ENTRIES/PROVISIONAL PAYMENTS : When a Client initiates or receives ACH credit and debit entries pursuant to these Guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, State Street will act as an Originating Depository Financial Institution and/or Receiving Depository Institution, as the case may be, with respect to such entries. Credits given by State Street with respect to an ACH credit entry are provisional until State Street receives final settlement for such entry from the Federal Reserve Bank. If State Street does not receive such final settlement, the Client agrees that State Street shall receive a refund of the amount credited to the Client in connection with such entry, and the party making payment to the Client via such entry shall not be deemed to have paid the amount of the entry.
9. CONFIRMATION STATEMENTS : Confirmation of State Streets execution of payment orders shall ordinarily be provided within 24 hours. Notice may be delivered through State Streets proprietary information systems, such as, but not limited to Horizon and GlobalQuest ® , account statements, advices, or by facsimile or callback. The Client must report any objections to the execution of a payment order within 30 days.
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10. LIABILITY ON FOREIGN ACCOUNTS : State Street shall not be required to repay any deposit made at a non-U.S. branch of State Street, or any deposit made with State Street and denominated in a non-U.S. dollar currency, if repayment of such deposit or the use of assets denominated in the non-U.S. dollar currency is prevented, prohibited or otherwise blocked due to: (a) an act of war, insurrection or civil strife; (b) any action by a non-U.S. government or instrumentality or authority asserting governmental, military or police power of any kind, whether such authority be recognized as a defacto or a dejure government, or by any entity, political or revolutionary movement or otherwise that usurps, supervenes or otherwise materially impairs the normal operation of civil authority; or(c) the closure of a non-U.S. branch of State Street in order to prevent, in the reasonable judgment of State Street, harm to the employees or property of State Street. The obligation to repay any such deposit shall not be transferred to and may not be enforced against any other branch of State Street.
The foregoing provisions constitute the disclosure required by Massachusetts General Laws, Chapter 167D, Section 36.
While State Street is not obligated to repay any deposit made at a non-U.S. branch or any deposit denominated in a non-U.S. currency during the period in which its repayment has been prevented, prohibited or otherwise blocked, State Street will repay such deposit when and if all circumstances preventing, prohibiting or otherwise blocking repayment cease to exist.
11. MISCELLANEOUS : State Street and the Client agree to cooperate to attempt to recover any funds erroneously paid to the wrong party or parties, regardless of any fault of State Street or the Client, but the party responsible for the erroneous payment shall bear all costs and expenses incurred in trying to effect such recovery. These Guidelines may not be amended except by a written agreement signed by the parties.
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Security Procedure(s) Selection Form
Please select one or more of the funds transfer security procedures indicated below.
¨ SWIFT
SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a cooperative society owned and operated by member financial institutions that provides telecommunication services for its membership. Participation is limited to securities brokers and dealers, clearing and depository institutions, recognized exchanges for securities, and investment management institutions. SWIFT provides a number of security features through encryption and authentication to protect against unauthorized access, loss or wrong delivery of messages, transmission errors, loss of confidentiality and fraudulent changes to messages. SWIFT is considered to be one of the most secure and efficient networks for the delivery of funds transfer instructions.
Selection of this security procedure would be most appropriate for existing SWIFT members.
¨ Standing Instructions
Standing Instructions may be used where funds are transferred to a broker on the Clients established list of brokers with which it engages in foreign exchange transactions. Only the date, the currency and the currency amount are variable. In order to establish this procedure, State Street will send to the Client a list of the brokers that State Street has determined are used by the Client. The Client will confirm the list in writing, and State Street will verify the written confirmation by telephone. Standing Instructions will be subject to a mutually agreed upon limit. If the payment order exceeds the established limit, the Standing Instruction will be confirmed by telephone prior to execution.
¨ Remote Batch Transmission
Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU) data communications between the Client and State Street. Security procedures include encryption and or the use of a test key by those individuals authorized as Automated Batch Verifiers.
Clients selecting this option should have an existing facility for completing CPU-CPU transmissions. This delivery mechanism is typically used for high-volume business.
¨ Global Horizon Interchange sm Funds Transfer Service
Global Horizon Interchange Funds Transfer Service (FTS) is a State Street proprietary microcomputer-based wire initiation system. FTS enables Clients to electronically transmit authenticated Fedwire, CHIPS or internal book transfer instructions to State Street.
This delivery mechanism is most appropriate for Clients with a low-to-medium number of transactions (5-75 per day), allowing Clients to enter, batch, and review wire transfer instructions on their PC prior to release to State Street.
¨ Telephone Confirmation (Callback)
Telephone confirmation will be used to verify all non-repetitive funds transfer instructions received via untested facsimile or phone. This procedure requires Clients to designate individuals as authorized initiators and authorized verifiers. State Street will verify that the instruction contains the signature of an authorized person and prior to execution, will contact someone other than the originator at the Clients location to authenticate the instruction.
Selection of this alternative is appropriate for Clients who do not have the capability to use other security procedures.
¨ Repetitive Wires
For situations where funds are transferred periodically (minimum of one instruction per calendar quarter) from an existing authorized account to the same payee (destination bank and account number) and only the date and currency amount are variable, a repetitive wire may be implemented. Repetitive wires will be subject to a mutually agreed upon limit. If the payment order exceeds the established limit, the instruction will be confirmed by telephone prior to execution. Telephone confirmation is used to establish this process. Repetitive wire instructions must be reconfirmed annually.
This alternative is recommended whenever funds are frequently transferred between the same two accounts.
¨ Transfers Initiated by Facsimile
The Client faxes wire transfer instructions directly to State Street Mutual Fund Services. Standard security procedure requires the use of a random number test key for all transfers. Every six months the Client receives test key logs from State Street. The test key contains alpha-numeric characters, which the Client puts on each document faxed to State Street. This procedure ensures all wire instructions received via fax are authorized by the Client.
We provide this option for Clients who wish to batch wire instructions and transmit these as a group to State Street Mutual Fund Services once or several times a day.
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¨ Instruct
Instruct is a State Street web-based application designed to provide internet-enabled remote access that allows for the capturing, verification and processing of various instruction types, including securities, cash and foreign exchange transactions. Instruct is designed using industry standard formats to facilitate straight-through processing. Instruct provides a number of security features through user entitlements, industry standard encryption protocols, digital security certificates and multiple tiers of user authentication requirements.
¨ Secure Transport
Secure Transport is a file transfer application based upon the Secure File Transfer Protocol standard that is designed to enable State Street clients/ investment managers to send file based transfer and transaction instructions over the internet. Secure Transport features multi-factor authenticators such as SecurID and digital certificates, and incorporates industry-standard encryption protocols.
¨ Automated Clearing House (ACH)
State Street receives an automated transmission or a magnetic tape from a Client for the initiation of payment (credit) or collection (debit) transactions through the ACH network. The transactions contained on each transmission or tape must be authenticated by the Client. Clients using ACH must select one or more of the following delivery options:
¨ Global Horizon Interchange Automated Clearing House Service
Transactions are created on a microcomputer, assembled into batches and delivered to State Street via fully authenticated electronic transmissions in standard NACHA formats.
¨ Transmission from Client PC to State Street Mainframe with Telephone Callback
¨ Transmission from Client Mainframe to State Street Mainframe with Telephone Callback
¨ Transmission from DST Systems to State Street Mainframe with Encryption
¨ Magnetic Tape Delivered to State Street with Telephone Callback
State Street is hereby instructed to accept funds transfer instructions only via the delivery methods and security procedures indicated. The selected delivery methods
and security procedure(s) will be effective for payment
Key Contact Information
Whom shall we contact to implement your selection(s)?
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Authorized Initiators
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Please provide a listing of Fund officers or other individuals who are currently authorized to INITIATE wire transfer instructions to State Street:
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Exhibit 28(h)1
Transfer Agency Services Agreement between The Phoenix Edge Series Fund and PNC Global
Investment Servicing (U.S.) Inc.
Execution Version
TRANSFER AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made as of November 1, 2008 (Effective Date) by and between PNC Global Investment Servicing (U.S.) Inc., a Massachusetts corporation (PNC), and The Phoenix Edge Series Fund, a Massachusetts business trust (the Fund). PNC and Fund are sometimes individually referred to as a Party and collectively as the Parties. Capitalized terms not otherwise defined shall have the meanings set forth in Appendix A.
Background
A. The Fund is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act).
B. The Fund wishes to retain PNC to serve as transfer agent, registrar, dividend disbursing agent and shareholder servicing agent to its investment portfolios listed on Exhibit A attached hereto and made a part hereof, as such Exhibit A may be amended from time to time by mutual agreement of the Parties in accordance with this Agreement (each a Portfolio), and PNC wishes to furnish such services. The Portfolios are sold only to separate accounts of three insurance companies affiliated with the Fund.
Terms
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the Parties hereto agree to the statements made in the preceding paragraphs and as follows:
1. Appointment . The Fund hereby appoints PNC to serve as transfer agent, registrar, dividend disbursing agent and shareholder servicing agent to the Fund in accordance with the terms set forth in this Agreement. PNC accepts such appointment and agrees to furnish such services. PNC shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PNC and the Fund in a written amendment hereto. PNC shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by the Fund or by any other third party service provider to the Fund.
2. Instructions .
(a) Unless the terms of this Agreement or PNCs standard policies and procedures expressly provide, in the reasonable discretion of PNC, all requisite details and directions for it to take or omit to take a specific action, PNC may, prior to acting or not acting on a particular matter, require the Fund to provide it with Oral Instructions or Written Instructions with respect to the matter. Whether received from the Fund in response to a such request or otherwise, PNC shall be obligated to act on an Instruction with respect to a particular matter only if in PNCs reasonable judgment it is consistent with the prevailing commercial and industry practice on that matter, is reasonably necessary and appropriate to and consistent with the services contemplated
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by this Agreement, does not require deviation from PNCs then-current policies and procedures, is not in conflict or inconsistent with any law, rule, regulation, order or legal process of any nature or any provision of this Agreement, and does not subject PNC to a liability or obligation not contemplated by this Agreement, including without limitation unreimbursed costs and expenses, increases in required resources, regulatory sanction or criticism, or civil or criminal action. PNC may decline to act on Instructions that do not in its reasonable judgment conform to the foregoing. As a condition to acting in accordance with particular Instructions, PNC may require that the Fund or any third parties affected by Instructions, provide indemnification in addition to any that may be provided for in this Agreement and agree to other appropriate terms and conditions.
(b) PNC shall be entitled to rely upon any Oral Instruction or Written Instruction it receives from an Authorized Person, or from a person PNC reasonably believes to be an Authorized Person, pursuant to this Agreement. PNC may assume that any Oral Instruction or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents or this Agreement or of any vote, resolution or proceeding of the Funds Board of Trustees or of the Funds shareholders, unless and until PNC receives Written Instructions to the contrary.
(c) PNC may, in its discretion, decline to accept Oral Instructions as authorization to act or not act with respect to a particular matter and may require Written Instructions before acting or not acting on behalf of the Fund with respect to any matter. In the event PNC accepts Oral Instructions, the Fund agrees as a condition to PNCs acceptance of the Oral Instructions, to deliver to PNC, for receipt by 5:00 p.m. on the same business day as the day the Oral Instructions were given, Written Instructions which confirm the Oral Instructions. In the event Written Instructions confirming Oral Instructions are received late, are never received, or fail to contain terms which confirm the Oral Instructions in all material respects, the validity, authorization and enforceability of the Oral Instructions, all actions, transactions and nonactions occurring as a result of the Oral Instructions, and PNCs ability to rely on the Oral Instructions shall not be abridged, abrogated, nullified or adversely impacted in any manner.
3. Right to Receive Advice .
(a) Advice of the Fund . PNC may for purposes of clarification request directions, including Oral Instructions or Written Instructions, from the Fund in connection with any action or non-action provided for in Instructions or this Agreement.
(b) Advice of Counsel . PNC may consult with legal counsel of its own choosing (who may be counsel for the Fund, the Funds manager or investment adviser, or PNC, at the option of PNC) on matters arising in connection with its performance of the Agreement. To the extent such matters involve an action or non-action not expressly provided for in this Agreement or in the then-current standard policies and procedures of PNC and the Fund has requested such action or non-action in Instructions or requested that PNC determine its ability or capability to perform such action or non-action, with the Funds written approval, the Fund shall reimburse PNC for reasonable costs incurred in connection with such legal counseling on such matter.
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(c) Conflicting Advice . In the event of a conflict between directions or Instructions received from the Fund and advice PNC receives from legal counsel, PNC may rely upon and follow the advice of legal counsel; provided that PNC provides reasonable prior written notice to the Fund. The Fund shall, upon receipt of such notice, promptly and timely notify PNC in writing of its agreement or disagreement to any actions or any omissions to act that PNC proposes to take pursuant to counsels advice. In the event the Fund has timely notified PNC in writing of its disagreement, PNC and the Fund shall consult with each other in good faith to reach agreement on the actions or omissions that are the subject of the Funds objection. In the event where, after such consultations, PNC and the Fund are unable to agree on the actions or omissions in question and, given the circumstances, time permits, PNC shall consult independent counsel acceptable to the Fund, and may follow and rely upon the advice of such independent counsel (the Parties shall share equally the cost of such third party counsel). If PNC relies on the advice of counsel, PNC shall remain liable for any action or omission on the part of PNC in carrying out such advice which constitutes intentional misconduct, bad faith, negligence or reckless disregard by PNC of any duties, obligations or responsibilities set forth in this Agreement.
(d) No Obligation to Seek Advice . Nothing in this Section 3 shall be construed so as to impose an obligation upon PNC (i) to seek any particular directions, Instructions or legal advice, or (ii) to act in accordance with any particular directions, Instructions or legal advice.
4. Records; Visits . The books and records pertaining to the Fund, which are in the possession or under the control of PNC, shall be the property of the Fund. The Fund and Authorized Persons shall have access to such books and records at all times during PNCs normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by PNC to the Fund or to an Authorized Person, at the Funds expense.
5. Confidentiality .
(a) Each Party shall keep confidential any information relating to the other Partys business (Confidential Information). Confidential Information shall include:
(i) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or PNC, their respective subsidiaries and affiliated companies and the customers, clients and suppliers of any of them;
(ii) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or PNC a competitive advantage over its competitors;
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(iii) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and
(iv) anything designated as confidential.
(b) Notwithstanding the foregoing, information shall not be Confidential Information and shall not be subject to such confidentiality obligations if it:
(i) is already known to the receiving Party at the time it is obtained;
(ii) is or becomes publicly known or available through no wrongful act of the receiving Party;
(iii) is rightfully received from a third party who, to the best of the receiving Partys knowledge, is not under a duty of confidentiality;
(iv) is released by the protected Party to a third party without restriction;
(v) is requested or required to be disclosed by the receiving Party pursuant to a court order, subpoena, governmental or regulatory agency request or law;
(vi) is relevant to the defense of any claim or cause of action asserted against the receiving Party;
(vii) is Fund information provided by PNC in connection with an independent third party compliance or other review;
(viii) is necessary or desirable for PNC to release such information in connection with the provision of services under this Agreement; or
(ix) has been or is independently developed or obtained by the receiving Party.
(c) The provisions of this Section 5 shall survive termination of this Agreement for a period of three (3) years after such termination.
6. Cooperation with Accountants . PNC shall cooperate with the Funds independent public accountants and shall take all reasonable actions in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund.
7. PNC System . PNC shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by PNC in connection with the
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services provided by PNC to the Fund. Notwithstanding the foregoing, the Parties acknowledge the Fund shall retain all ownership rights in Fund data which resides on the PNC System.
8. Disaster Recovery . PNC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, PNC shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions. PNC shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by PNCs own intentional misconduct, bad faith or gross negligence in the performance of its duties under this Agreement.
9. Compensation .
(a) As compensation for services rendered by PNC during the term of this Agreement, the Fund will pay to PNC a fee or fees as may be agreed to from time to time in writing by the Fund and PNC. In addition, the Fund agrees to pay, and will be billed separately in arrears for, reasonable and customary expenses incurred by PNC in the performance of its duties hereunder.
(b) If applicable: In connection with cash management accounts that PNC may establish in its own name for the benefit of the Funds at third party institutions, including without limitation institutions that may be an affiliate or client of PNC (a Third Party Institution) for the purpose of administering the funds received by PNC in the course of performing its services hereunder (Service Accounts), the Funds acknowledge that PNC may receive (i) investment earnings from sweeping certain funds in such Service Accounts into investment accounts at Third Party Institutions; and (ii) balance credits with respect to the funds in the Service Accounts not swept as described in clause (i). On a monthly basis, PNC will offset banking service fees imposed on the Service Accounts by the Third Party Institutions (which are passed to the Fund) with balance credits calculated on average balances held in the Service Accounts without reduction for amounts swept as described in clause (i). PNC may retain for its own account the investment earnings and balance credits received from Third Party Institutions with respect to the Service Accounts. PNC may in its discretion use the services of Third Party Institutions in connection with the issuance of redemption and distribution checks and may retain any benefits resulting from such arrangements, including any commission or return on float paid to it for balances transferred from the Service Accounts to the Third Party Institutions.
(c) The undersigned hereby represents and warrants to PNC that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to PNC or to the adviser or sponsor to the Fund in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by PNC to such adviser or sponsor or any affiliate of the Fund relating to the Agreement have been fully disclosed to the Board of Trustees of the Fund and that, if required by applicable law, such Board of Trustees has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.
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(d) No termination of this Agreement shall cause, and no provision of this Agreement shall be interpreted in any manner that would cause, PNCs right to receive payment of its fees and charges for services actually performed hereunder, and Customers obligation to pay such fees and charges, to be barred, limited, abridged, conditioned, reduced, abrogated, or subject to a cap or other limitation or exclusion of any nature.
10. Standard of Care/Limitation of Liability .
(a) Subject to the terms of this Section 10, each Party shall be liable to the other Party (or any person or entity claiming damages through the other Party) for damages only to the extent caused by the Partys intentional misconduct, bad faith or negligence in the performance of its duties under this Agreement ( Standard of Care ). In the absence of a finding to the contrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of PNC to meet its Standard of Care. Subject to the other provisions of this Section 10, each Party shall indemnify and defend the other Party and its affiliates and their respective directors, trustees, officers, agents and employees (Related Parties), and hold the other Party and its Related Parties harmless from and against damages arising from a breach of its Standard of Care.
(b) Each Partys maximum cumulative liability to the other Party and to any person or entity claiming through the other Party for any and all losses, claims, suits, controversies, breaches or damages of any nature whatsoever under this Agreement, regardless of the form of action or legal theory (Loss), shall not exceed the amount which is equal to the fees received by PNC for services provided hereunder during the twelve (12) months immediately prior to the date of the last such Loss.
(c) Neither Party nor its affiliates shall not be liable for damages (including without limitation damages caused by delays, failures, errors, interruptions or loss of data) occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation: acts of God; natural disasters, such as floods, hurricanes, tornados, earthquakes and wildfires; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; action by organized labor; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; non-performance by third parties (other than subcontractors of either Party for causes other than those described herein); or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the foregoing.
(d) PNC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information which PNC reasonably believes to be genuine. PNC shall not be liable for any damages that are caused by actions or omissions taken by PNC in accordance with Instructions or the advice of counsel, provided that in the event of a conflict between Instructions and the advice of counsel, PNC shall have complied with Section 3(c). PNC shall not be liable for any damages arising out of any
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action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission.
(e) Neither Party or its Related Parties shall be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the likelihood of such damages was known by the Party or its Related Parties.
(f) No Party may assert a cause of action against the other Party or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action.
(g) Each Party shall have a duty to mitigate damages for which the other Party may become responsible.
(h) This Section 10 shall survive termination of this Agreement.
11. Indemnification . Subject to Section 10, absent PNCs failure to meet its Standard of Care with respect to a particular act or omission, the Fund agrees to indemnify, defend and hold harmless PNC and its Related Parties from all claims, suits, actions, damages, losses, liabilities, obligations, costs and reasonable expenses (including attorneys fees and court costs, travel costs and other reasonable out-of-pocket costs related to dispute resolution) arising directly or indirectly from: (a) an act or omission of a Fund contractor or subcontractor in connection with providing services to the Fund or a predecessor service provider; (b) any action taken or omitted to be taken by PNC in connection with the provision of services to the Fund; and (c) any action taken or omitted to be taken in connection with an Oral Instruction or Written Instruction. This Section 11 shall survive termination of this Agreement.
12. Description of Services .
(a) Services Provided on an Ongoing Basis, If Applicable.
(i) Calculate 12b-1 payments;
(ii) Maintain shareholder registrations;
(iii) Review new applications and correspond with shareholders to complete or correct information;
(iv) Direct payment processing of checks or wires;
(v) Prepare and certify shareholder lists in conjunction with proxy solicitations;
(vi) Countersign share certificates;
(vii) Prepare and mail to shareholders confirmation of activity;
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(viii) Provide toll-free lines for direct shareholder use, plus customer liaison staff for on-line inquiry response;
(ix) Mail duplicate confirmations to broker-dealers of their clients activity, whether executed through the broker-dealer or directly with PNC;
(x) Provide periodic shareholder lists and statistics to the Fund;
(xi) Provide detailed data for underwriter/broker confirmations;
(xii) Prepare periodic mailing of year-end tax and statement information;
(xiii) Notify on a timely basis the investment adviser, accounting agent, and custodian of Share activity;
(xiv) Perform other participating broker-dealer shareholder services as may be agreed upon from time to time;
(xv) Accept and post daily Share purchases and redemptions;
(xvi) Accept, post and perform shareholder transfers and exchanges;
(xvii) Issue and cancel certificates (when requested in writing by the shareholder); and
(xviii) Perform certain administrative and ministerial duties relating to opening, maintaining and processing transactions for shareholders or financial intermediaries that trade shares through the NSCC.
(b) Purchase of Shares . PNC shall issue and credit an account of an investor, in the manner described in the Funds prospectus, once it receives:
(i) A purchase order in completed proper form;
(ii) Proper information to establish a shareholder account; and
(iii) Confirmation of receipt or crediting of funds for such order to the Funds custodian.
(c) Redemption of Shares . PNC shall process requests to redeem Shares as follows:
(i) All requests to transfer or redeem Shares and payment therefor shall be made in accordance with the Funds prospectus, when the shareholder tenders Shares in
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proper form, accompanied by such documents as PNC reasonably may deem necessary.
(ii) PNC reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the instructions is valid and genuine and that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to process transfers or redemptions which PNC, in its good judgment, deems improper or unauthorized, or until it is reasonably satisfied that there is no basis to any claims adverse to such transfer or redemption.
(iii) When Shares are redeemed, PNC shall deliver to the Funds custodian (the Custodian) and the Fund or its designee a notification setting forth the number of Shares redeemed. Such redeemed Shares shall be reflected on appropriate accounts maintained by PNC reflecting outstanding Shares of the Fund and Shares attributed to individual accounts.
(iv) PNC shall, upon receipt of the monies provided to it by the Custodian for the redemption of Shares, pay such monies as are received from the Custodian, all in accordance with the procedures established from time to time between PNC and the Fund.
(v) When a broker-dealer notifies PNC of a redemption desired by a customer, and the Custodian provides PNC with funds, PNC shall prepare and send the redemption check to the broker-dealer and made payable to the broker-dealer on behalf of its customer, unless otherwise instructed in writing by the broker-dealer.
(vi) PNC shall not process or effect any redemption requests with respect to Shares of the Fund after receipt by PNC or its agent of notification of the suspension of the determination of the net asset value of the Fund.
(d) Dividends and Distributions . Upon resolution of the Funds Board of Trustees declaring and authorizing the payment of a dividend or other distribution and receipt by PNC of Written Instructions, PNC shall issue Shares in payment of the dividend or distribution, or, upon shareholder election, pay such dividend or distribution in cash, if provided for in the Funds prospectus. Such issuance or payment, as well as payments upon redemption as described in sub-section (c) above, shall be made after deduction and payment of any and all amounts required to be withheld in accordance with any applicable tax laws or other laws, rules or regulations. PNC shall (i) mail to the Funds shareholders such tax forms and other information, or permissible substitute notice, relating to dividends and distributions paid by the Fund as are required to be filed and mailed by applicable law, rule or regulation; and (ii) prepare, maintain and file with the IRS and other appropriate taxing authorities reports relating to all dividends by the Fund paid to its shareholders (above threshold amounts stipulated by applicable law) as required by tax or other laws, rules or regulations; provided , however , notwithstanding the foregoing and notwithstanding any other provision of this Section 12(d) or this Agreement: (A) PNCs exclusive obligations with respect to any written statement that Section 19(a) of the 1940 Act may require to be issued with respect to the Fund shall be, upon receipt of specific Written
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Instructions to such effect, to receive from the Fund the information which is to be printed on the statement, to print such information on appropriate paper stock and to mail such statement to shareholders, and (B) PNCs sole obligation with respect to any dividend or distribution that Section 19(a) of the 1940 Act may require be accompanied by such a written statement shall be to act strictly in accordance with the first two sentences of this Section 12(d).
(e) Shareholder Account Services, if Applicable . PNC may arrange, in accordance with the prospectus:
(i) for issuance of Shares obtained through:
(A) Any pre-authorized check plan; and
(B) Direct purchases through broker wire orders, checks and applications.
(ii) for a shareholders:
(A) Exchange of Shares for shares of another fund with which the Fund has exchange privileges;
(B) Automatic redemption from an account where that shareholder participates in an automatic redemption plan; and/or
(C) Redemption of Shares from an account with a checkwriting privilege.
(f) Communications to Shareholders, if Applicable . Upon timely Written Instructions, PNC shall mail all communications by the Fund to its shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of Fund shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices; and
(v) Tax form information.
(g) Records . PNC shall maintain records of the accounts for each shareholder showing the following information:
(i) Name, address and United States Tax Identification or Social Security number;
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(ii) Number and class of Shares held and number and class of Shares for which certificates, if any, have been issued, including certificate numbers and denominations;
(iii) Historical information regarding the account of each shareholder, including dividends and distributions paid and the date and price for all transactions on a shareholders account;
(iv) Any stop or restraining order placed against a shareholders account;
(v) Any correspondence relating to the current maintenance of a shareholders account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for PNC to perform any calculations required by this Agreement.
(h) Lost or Stolen Certificates . PNC shall place a stop notice against any certificate reported to be lost or stolen and comply with all applicable federal regulatory requirements for reporting such loss or alleged misappropriation. A new certificate shall be registered and issued only upon:
(i) The shareholders pledge of a lost instrument bond or such other appropriate indemnity bond issued by a surety company approved by PNC; and
(ii) Completion of a release and indemnification agreement signed by the shareholder to protect PNC and its affiliates.
(i) Shareholder Inspection of Stock Records . Upon a request from any Fund shareholder to inspect stock records, PNC will notify the Fund and the Fund will issue instructions granting or denying each such request. Unless PNC has acted contrary to the Funds instructions, the Fund agrees to and does hereby release PNC from any liability for refusal of permission for a particular shareholder to inspect the Funds stock records.
(j) Withdrawal of Shares and Cancellation of Certificates . Upon receipt of Written Instructions, PNC shall cancel outstanding certificates surrendered by the Fund to reduce the total amount of outstanding shares by the number of shares surrendered by the Fund.
(k) Lost Shareholders, if Applicable . PNC shall perform such services as are required in order to comply with Rule 17Ad-17 of the 1934 Act (the Lost Shareholder Rule), including, but not limited to, those set forth below. PNC may, in its sole discretion, use the services of a third party to perform some of or all such services.
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(i) documentation of search policies and procedures;
(ii) execution of required searches;
(iii) tracking results and maintaining data sufficient to comply with the Lost Shareholder Rule; and
(iv) preparation and submission of data required under the Lost Shareholder Rule.
Notwithstanding the foregoing, PNC shall have no duty or obligation under this Section 12(k) to perform any services described in this Section 12(k) on any shareholder accounts which are broker-controlled accounts or omnibus accounts or are accounts which otherwise contain insufficient information to permit PNC to identify and depict RPO status or otherwise perform the described services for persons holding through such accounts. Except as set forth above, PNC shall have no responsibility for any escheatment services.
(l) Retirement Plans and Educational Savings Accounts, if Applicable .
(i) In connection with Traditional, SEP, Roth, and SIMPLE individual retirement accounts (IRA accounts), 403(b)(7) custodial accounts, money purchase and profit sharing plans and Single Participant k plan accounts (Qualified Plans) (collectively, the Retirement Plans) and Coverdell educational savings accounts (ESA Accounts) all within the meaning of Section 408, 403(b)(7), 401, and 530 of the Internal Revenue Code of 1986, as amended (the Code) sponsored by the Fund for which contributions of the Funds shareholders (the Participants) are invested solely in Shares of the Fund, PNC shall provide the following administrative services:
(A) Establish a record of types and reasons for distributions (i.e., attainment of age 59-1/2, disability, death, return of excess contributions, etc.);
(B) Record method of distribution requested and/or made;
(C) Receive and process designation of beneficiary forms requests;
(D) Examine and process requests for direct transfers between custodians/trustees; transfer and pay over to the successor assets in the account and records pertaining thereto as requested;
(E) Prepare any annual reports or returns required to be prepared and/or filed by a custodian of a Retirement Plan and ESA Accounts, including, but not limited to, an annual fair market value report, Forms 1099R and 5498; and file same with the Internal Revenue Service and provide same to Participant/Beneficiary, as applicable; and
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(F) Perform applicable federal withholding and send Participants/Beneficiaries an annual TEFRA notice regarding required federal tax withholding.
(ii) PNC shall arrange for PFPC Trust Company to serve as custodian for the Retirement Plans sponsored by the Fund.
(iii) With respect to the Retirement Plans, PNC shall provide the Fund with the associated Retirement Plan documents for use by the Fund and PNC shall be responsible for the maintenance of such documents in compliance with all applicable provisions of the Code and the regulations promulgated thereunder.
13. Privacy . Each Party hereto acknowledges and agrees that, subject to the reuse and re-disclosure provisions of Regulation S-P, 17 CFR Part 248.11, it shall not disclose the non-public personal information of investors in the Fund obtained under this Agreement, except as necessary to carry out the services set forth in this Agreement or as otherwise permitted by law or regulation.
14. Anti-Money Laundering .
(a) To the extent the other provisions of this Agreement require PNC to establish, maintain and monitor accounts of investors in the Fund consistent with securities laws, PNC shall perform reasonable actions necessary to help the Fund be in compliance with Section 352 of the USA PATRIOT Act, as follows: PNC shall: (a) establish and implement written internal policies, procedures and controls reasonably designed to help prevent the Fund from being used to launder money or finance terrorist activities; (b) provide for independent testing, by an employee who is not responsible for the operation of PNCs anti-money laundering (AML) program or by an outside party, for compliance with PNCs established AML policies and procedures; (c) designate a person or persons responsible for implementing and monitoring the operation and internal controls of PNCs AML program; and (d) provide ongoing training of PNC personnel relating to the prevention of money-laundering activities.
(b) Upon the reasonable request of the Fund, PNC shall provide to the Fund: (x) a copy of PNCs written AML policies and procedures (it being understood such information is to be considered confidential and treated as such and afforded all protections provided to confidential information under this Agreement); (y) at the option of PNC, a copy of a written assessment or report prepared by the party performing the independent testing for compliance, or a summary thereof, or a certification that the findings of the independent party are satisfactory; and (z) a summary of the AML training provided for appropriate PNC personnel. PNC agrees to permit inspections relating to its AML program by U.S. Federal departments or regulatory agencies with appropriate jurisdiction and to make available to examiners from such departments or regulatory agencies such information and records relating to its AML program as such examiners shall reasonably request.
(c) Without limiting or expanding the foregoing, the Parties agree the provisions in
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this Section 14 relate only to Section 352 of the USA PATRIOT Act and do not apply other sections, including Section 326, of the USA PATRIOT Act or regulations promulgated thereunder.
15. Foreign Account Due Diligence .
(a) To help the Fund comply with its requirements to establish and implement a due diligence program for foreign financial institution accounts (which the Fund is required to have under regulations issued under Section 312 of the USA PATRIOT Act), PNC will do the following:
(i) Implement and operate a due diligence program that includes appropriate, specific, risk-based policies, procedures and controls that are reasonably designed to enable the Fund to detect and report, on an ongoing basis, any known or suspected money laundering activity conducted through or involving any correspondent account established, maintained, administered or managed by the Fund for a foreign financial institution (as defined in 31 CFR 103.175(h))(Foreign Financial Institution);
(ii) Conduct due diligence to identify and detect any Foreign Financial Institution accounts in connection with new accounts and account maintenance;
(iii) Assess the money laundering risk presented by each such Foreign Financial Institution account, based on a consideration of all appropriate relevant factors (as generally outlined in 31 CFR 103.176), and assign a risk category to each such Foreign Financial Institution account;
(iv) Apply risk-based procedures and controls to each such Foreign Financial Institution account reasonably designed to detect and report known or suspected money laundering activity, including a periodic review of the Foreign Financial Institution account activity sufficient to determine consistency with information obtained about the type, purpose and anticipated activity of the account;
(v) Include procedures to be followed in circumstances in which the appropriate due diligence cannot be performed with respect to a Foreign Financial Institution account;
(vi) Adopt and operate enhanced due diligence policies for certain Foreign Financial Institution accounts in compliance with 31 CFR 103.176(b);
(vii) Record due diligence program and maintain due diligence records relating to Foreign Financial Institution accounts; and
(viii) Report to the Fund about measures taken under (i)-(vii) above.
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(b) Notwithstanding anything to the contrary, and without expanding the scope of the express language in this Section 15, PNC need not complete any due diligence beyond the requirements of the relevant Foreign Financial Institution due diligence program regulations and PNC need not perform any task that need not be performed for the Fund to be in compliance with relevant Foreign Financial Institution due diligence program regulations.
(c) Without limiting or expanding the foregoing, the Parties agree the provisions in this Section 15 relate only to Section 312 of the USA PATRIOT Act and do not apply to other sections, including Section 326, of the USA PATRIOT Act or regulations promulgated thereunder.
16. Customer Identification Program (CIP) Services .
(a) To help the Fund comply with its Customer Identification Program (which the Fund is required to have under regulations issued under Section 326 of the USA PATRIOT Act) PNC will do the following:
(i) Implement procedures under which new accounts in the Fund are not established unless PNC has obtained the name, date of birth (for natural persons only), address and government-issued identification number (collectively, the Data Elements) for each corresponding Customer (as defined in 31 CFR 103.131).
(ii) Use collected Data Elements to attempt to reasonably verify the identity of each new Customer promptly before or after each corresponding new account is opened. Methods of verification may consist of non-documentary methods (for which PNC may use unaffiliated information vendors to assist with such verifications) and documentary methods (as permitted by 31 CFR 103.131), and may include procedures under which PNC personnel perform enhanced due diligence to verify the identities of Customers the identities of whom were not successfully verified through the first-level (which will typically be reliance on results obtained from an information vendor) verification process(es).
(iii) Record the Data Elements and maintain records relating to verification of new Customers consistent with 31 CFR 103.131(b)(3).
(iv) Regularly report to the Fund about measures taken under (a)-(c) above.
(v) If PNC provides services by which prospective Customers may subscribe for shares in the Fund via the Internet or telephone, work with the Fund to notify prospective Customers, consistent with 31 CFR 103.131(b)(5), about the Funds CIP.
(vi) Set forth on a separate fee schedule compensation amounts due for these CIP Services.
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(b) Notwithstanding anything to the contrary, and without expanding the scope of the express language in this Section 16, PNC need not collect the Data Elements for (or verify) prospective customers (or accounts) beyond the requirements of relevant customer identification program regulations (for example, PNC will not verify customers opening accounts through NSCC) and PNC need not perform any task that need not be performed for the Fund to be in compliance with relevant customer identification program regulations.
(c) PNC agrees to permit inspections relating to the CIP Services provided hereunder by U.S. Federal departments or regulatory agencies with appropriate jurisdiction and to make available to examiners from such departments or regulatory agencies such information and records relating to the CIP Services provided hereunder as such examiners shall reasonably request.
(d) Notwithstanding anything to the contrary, PNC need not perform any of the steps described in this Section 16 with respect to persons purchasing Shares via exchange privileges.
17. Duration and Termination .
(a) This Agreement shall be effective on the date first written above and unless terminated pursuant to its terms shall continue until 11:59 PM on the date which is the December 31 st after the third (3 rd ) anniversary of the Effective Date (the Initial Term). Such date is sometimes referred to herein as the Expiration Date.
(b) Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive terms of one (1) year (Renewal Terms) each, unless the Fund or PNC provides written notice to the other of its intent not to renew. Such notice must be received not less than sixty (60) days prior to the expiration of the Initial Term or the then current Renewal Term.
(c) In the event of termination, all expenses associated with movement of records and materials and conversion thereof to a successor transfer agent will be borne by the Fund and paid to PNC prior to any such conversion; provided , however , such expenses shall not exceed $50,000 unless the Fund or successor transfer agent request services in connection with the termination which are more complex or more extensive than those commercially reasonable for a fund of the Funds size and characteristics.
(d) If a Party hereto is guilty of a material failure to perform its duties and obligations hereunder (a Defaulting Party) the other Party (the Non-Defaulting Party) may give written notice thereof to the Defaulting Party, and if such material breach shall not have been remedied within thirty (30) days after such written notice is given, then the Non-Defaulting Party may terminate this Agreement by giving thirty (30) days written notice of such termination to the Defaulting Party. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party.
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(e) With reference to the Amended and Restated Sub-Administration and Accounting Services Agreement, effective as of January 1, 2003 (Sub-Administration Agreement), by and between Phoenix Equity Planning Corporation (Phoenix Corporation) and PNC, in the event PNC receives a notice of termination of the Sub-Administration Agreement from Phoenix Corporation, PNC shall be entitled, at its option, to terminate this Agreement at any time thereafter by giving the Fund at least ninety (90) days advance written notice of the termination.
18. Policies and Procedures . The Parties acknowledge that the services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to PNC and interactive between the Parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the Parties agree that PNC shall perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of PNC governing the services in effect at the time the services are performed (written procedures for purposes of this Section 18) and that such written procedures are expressly intended to supplement the description of services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with PNCs written procedures.
19. Notices .
(a) Notices shall be addressed (a) if to PNC, as follows: PNC Global Investment Servicing (U.S.) Inc., 301 Bellevue Parkway, Wilmington, Delaware 19809, Attention: President, with a copy to PNC Global Investment Servicing (U.S.) Inc., 301 Bellevue Parkway, Wilmington, Delaware 19809, Attention: Senior Counsel TA & SubAccounting (or such other address or addressee as PNC may inform the Fund in writing); (b) if to the Fund, The Phoenix Edge Series Fund, c/o Phoenix Life Insurance Company, One American Row, Hartford, CT 06102, Attention: Chief Legal Counsel Kathleen McGah (or such other address as the Fund may inform PNC in writing) or (c) if to neither of the foregoing, at such other address as shall have been given by like notice to the sender of any such notice or other communication by the other Party.
(b) Notices shall be delivered: by hand (personal delivery by the Authorized Person to addressee); private messenger, with signature of recipient; U.S. Postal Service (with return receipt or other delivery verification provided); overnight national courier service, with signature of recipient, tested telegram, cable, telex or facsimile sending device providing for automatic confirmation of receipt. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately upon receipt. If notice is sent by any other permitted means, it shall be deemed to have been given on the day it is received by the receiving Party.
20. Amendments . This Agreement, or any term thereof, may be changed or waived only by a written amendment, signed by the Party against whom enforcement of such change or waiver is sought; provided , however , Exhibit A may be amended only by a writing signed by both Parties
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hereto, PNC shall have no duties, responsibilities or liabilities with respect to an investment portfolio of the Fund not listed on the Exhibit A dated the Effective Date unless and until PNC shall enter into an amendment to Exhibit A containing such portfolio, and PNC may for valid business reasons decline to accept some or all of the duties, responsibilities and liabilities hereunder with respect to additional portfolios.
21. Delegation; Assignment . PNC may assign its rights and delegate its duties hereunder to any majority-owned direct or indirect subsidiary of PNC or of The PNC Financial Services Group, Inc., provided that PNC gives the Fund thirty (30) days prior written notice of such assignment or delegation. To the extent required by the rules and regulations of the NSCC and in order for PNC to perform the NSCC-related services, the Fund agrees that PNC may delegate its duties to any affiliate of PNC that is a member of the NSCC.
22. Facsimile Signatures; Counterparts . This Agreement may be executed in one more counterparts; such execution of counterparts may occur by manual signature, facsimile signature, manual signature transmitted by means of facsimile transmission or manual signature contained in an imaged document attached to an email transmission; and each such counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed copies of this Agreement or of executed signature pages to this Agreement by facsimile transmission or as an imaged document attached to an email transmission shall constitute effective execution and delivery hereof and may be used for all purposes in lieu of a manually executed copy of this Agreement.
23. Further Actions . Each Party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.
24. Miscellaneous .
(a) Entire Agreement . This Agreement embodies the entire agreement and understanding between the Parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the Parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties.
(b) Non-Solicitation . During the term of this Agreement and for one year thereafter, the Fund shall not (with the exceptions noted in the immediately succeeding sentence) knowingly solicit or recruit for employment or hire any of PNCs employees, and the Fund shall cause the Funds sponsor and the Funds affiliates to not (with the exceptions noted in the immediately succeeding sentence) knowingly solicit or recruit for employment or hire any of PNCs employees. To knowingly solicit, recruit or hire within the meaning of this provision does not include, and therefore does not prohibit, solicitation, recruitment or hiring of a PNC employee by the Fund, the Funds sponsor or an affiliate of the Fund if the PNC employee was identified by such entity solely as a result of the PNC employees response to a general advertisement by such entity in a publication of trade or industry interest or other similar general solicitation by such entity.
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(c) No Changes that Materially Affect Obligations . Notwithstanding anything in this Agreement to the contrary, the Fund agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of PNC hereunder without the prior written approval of PNC, which approval shall not be unreasonably withheld or delayed. The scope of services to be provided by PNC under this Agreement shall not be increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the Fund, unless the Parties hereto expressly agree in writing to any such increase.
(d) Captions . The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
(e) Information . The Fund will provide such information and documentation as PNC may reasonably request in connection with services provided by PNC to the Fund.
(f) Governing Law . This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law, without regard to principles of conflicts of law.
(g) Partial Invalidity . If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
(h) Parties in Interest . This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Except as may be explicitly stated in this Agreement, (i) this Agreement is not for the benefit of any other person or entity and (ii) there shall be no third party beneficiaries hereof.
(i) No Representations or Warranties . Except as expressly provided in this Agreement, PNC hereby disclaims all representations and warranties, express or implied, made to the Fund or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. PNC disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.
(j) Customer Identification Program Notice . To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Certain of PNCs affiliates are financial institutions, and PNC may, as a matter of policy, request (or may have already requested) the Funds name, address and taxpayer identification number or other government-issued identification number, and, if such party is a natural person, that partys date of birth. PNC may also ask (and may have already asked) for additional identifying information, and PNC may take steps (and may have already taken steps) to verify the authenticity and
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accuracy of these data elements.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written.
| PNC Global Investment Servicing (U.S.) Inc. | The Phoenix Edge Series Fund | |||||
| By: |
/s/ Michael Denofrio |
By: |
/s/ Kathleen A. McGah |
|||
| Name: |
Michael Denofrio |
Name: |
Kathleen A. McGah |
|||
| Title: |
E.V.P. |
Title: |
Vice President, Chief Legal Officer |
|||
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EXHIBIT A
(Dated: November 1, 2008)
THIS EXHIBIT A is Exhibit A to that certain Transfer Agency Services Agreement dated as of November 1, 2008, between PNC Global Investment Servicing (U.S.) Inc. and The Phoenix Edge Series Fund.
Portfolios
Phoenix Capital Growth Series
Phoenix Dynamic Asset Allocation Series: Aggressive Growth
Phoenix Dynamic Asset Allocation Series: Growth
Phoenix Dynamic Asset Allocation Series: Moderate
Phoenix Dynamic Asset Allocation Series: Moderate Growth
Phoenix Growth and Income Series
Phoenix Mid-Cap Growth Series
Phoenix Money Market Series
Phoenix Multi-Sector Fixed Income Series
Phoenix Multi-Sector Short Term Bond Series
Phoenix Small-Cap Growth Series
Phoenix Strategic Allocation Series
Phoenix-Aberdeen International Series
Phoenix-Duff & Phelps Real Estate Securities Series
Phoenix-Sanford Bernstein Mid-Cap Value Series
Phoenix-Sanford Bernstein Small-Cap Value Series
Phoenix-Van Kampen Comstock Series
Phoenix-Van Kampen Equity 500 Index Series
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APPENDIX A
Definitions
As used in this Agreement:
| (a) | 1933 Act means the Securities Act of 1933, as amended. |
| (b) | 1934 Act means the Securities Exchange Act of 1934, as amended. |
| (c) | Authorized Person means any officer of the Fund and any other person duly authorized by the Fund in a manner reasonably satisfactory to PNC to give Oral Instructions or Written Instructions on behalf of the Fund. An Authorized Persons scope of authority may be limited by setting forth such limitation in a written document signed by both Parties hereto. |
| (d) | Instructions means Oral Instructions and Written Instructions considered collectively. |
| (e) | Oral Instructions means oral instructions received by PNC from an Authorized Person or from a person reasonably believed by PNC to be an Authorized Person. PNC may, in its sole discretion in each separate instance, consider and rely upon instructions it receives from an Authorized Person via electronic mail as Oral Instructions. |
| (f) | SEC means the Securities and Exchange Commission. |
| (g) | Securities Laws means the 1933 Act, the 1934 Act and the 1940 Act. |
| (h) | Shares means the shares of beneficial interest of any portfolio of the Fund or any tier, series or class of the Fund or any portfolio of the Fund. |
| (i) | Written Instructions means (i) written instructions signed by an Authorized Person (or a person reasonably believed by PNC to be an Authorized Person), addressed to and received by PNC, and delivered by hand (personally delivery by the Authorized Person), private messenger, U.S. Postal Service, overnight national courier service, tested telegram, cable, telex or facsimile sending device providing for automatic confirmation of receipt, or (ii) trade instructions transmitted to and received by PNC by means of an electronic transaction reporting system which requires use of a password or other authorized identifier in order to gain access. |
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Exhibit 28(h)3
FORM OF Securities Lending Authorization Agreement between The Phoenix Edge Series Fund and
State Street Bank and Trust Company
SECURITIES LENDING AUTHORIZATION AGREEMENT
Between
EACH PHOENIX TRUST LISTED ON SCHEDULE B HERETO,
ON BEHALF OF EACH RESPECTIVE SERIES OF EACH SUCH TRUST, SEVERALLY
AND NOT JOINTLY, AS SET FORTH ON SCHEDULE B
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
|
PAGE |
||||
| 1. | DEFINITIONS | 2 | ||
| 2. | APPOINTMENT OF STATE STREET | 3 | ||
| 3. | SECURITIES TO BE LOANED | 3 | ||
| 4. | BORROWERS | 3 | ||
| 5. | SECURITIES LOAN AGREEMENTS | 3 | ||
| 6. | LOANS OF AVAILABLE SECURITIES | 4 | ||
| 7. | DISTRIBUTIONS ON AND VOTING RIGHTS WITH RESPECT TO LOANED SECURITIES | 4 | ||
| 8. | COLLATERAL | 5 | ||
| 9. | INVESTMENT OF CASH COLLATERAL AND COMPENSATION | 6 | ||
| 10. | FEE DISCLOSURE | 7 | ||
| 11. | RECORDKEEPING AND REPORTS | 8 | ||
| 12. | STANDARD OF CARE | 8 | ||
| 13. | REPRESENTATIONS AND WARRANTIES | 9 | ||
| 14. | BORROWER DEFAULT INDEMNIFICATION | 10 | ||
| 15. | CONTINUING AGREEMENT AND TERMINATION | 11 | ||
| 16. | NOTICES | 11 | ||
| 17. | SECURITIES INVESTORS PROTECTION ACT | 12 | ||
| 18. | AUTHORIZED REPRESENTATIVES | 12 | ||
| 19. | AGENTS | 13 | ||
| 20. | NON-US BORROWERS | 13 | ||
| 21. | FORCE MAJEURE | 13 | ||
| 22. | MISCELLANEOUS | 13 | ||
| 23. | COUNTERPARTS | 14 | ||
| 24. | MODIFICATION | 14 | ||
EXHIBITS AND SCHEDULES
SCHEDULE A (Schedule of Fees)
SCHEDULE B (Funds)
SCHEDULE C (Acceptable Forms of Collateral)
SECURITIES LENDING AUTHORIZATION AGREEMENT
Agreement dated the day of , 2008 between EACH OF THE TRUSTS LISTED ON SCHEDULE B HERETO, each a registered management investment company organized and existing under the laws of Delaware (each, a Trust), on behalf of each series of each such Trust, severally and not jointly, as listed, respectively, on Schedule B (each such series, a Fund and collectively, the Funds), and STATE STREET BANK AND TRUST COMPANY and State Street Affiliates (collectively referred to herein as State Street), setting forth the terms and conditions under which State Street is authorized to act on behalf of each Fund with respect to the lending of certain securities of each Fund held by State Street as custodian.
This Agreement shall be deemed for all purposes to constitute a separate and discrete agreement between State Street and each Trust on behalf of each respective Fund as listed on Schedule B to this Agreement, as it may be amended by the parties from time to time, and no Fund shall be responsible or liable for any of the obligations of any other Fund under this Agreement or otherwise, notwithstanding anything to the contrary contained herein.
WHEREAS, there exists a certain Securities Lending Authorization Agreement between Phoenix All-Cap Growth Fund, Phoenix Balanced Fund, Phoenix Capital Growth Fund, Phoenix Mid-Cap Growth Fund, Phoenix Small-Mid Cap Fund, Phoenix Small-Cap Value Fund, Phoenix Core Bond Fund, Phoenix Foreign Opportunities Fund, Phoenix High Yield Fund, Phoenix Worldwide Strategies Fund (series of the Phoenix Funds), Phoenix-Aberdeen International Series, Phoenix Capital Growth Series, Phoenix Multi-Sector Fixed Income Series and Phoenix Strategic Allocation Series (series of The Phoenix Edge Series Fund), The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc. (the Zweig Closed-end Funds) (collectively, the Current Participating Funds) and State Street Bank and Trust Company, dated August 1, 2005, as amended;
WHEREAS, the Current Participating Funds have mutually agreed to terminate the Agreement with the provision that the outstanding loans at the time of termination shall not be terminated;
WHEREAS, the Current Participating Funds have agreed to enter into separate agreements for each of the Phoenix Funds, The Phoenix Edge Series Fund and the Zweig Closed-end Funds and the additional funds listed on Schedule B hereto desire to enter into this agreement, all as hereinafter provided.
NOW, THEREFORE, in consideration of the mutual promises and of the mutual covenants contained herein, each of the parties does hereby covenant and agree as follows:
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| 1. | Definitions . For the purposes hereof: |
(a) Authorized Representative means any person who is, or State Street reasonably believes to be, authorized to act on behalf of a Fund with respect to any of the transactions contemplated by this Agreement.
(b) Available Securities means the securities of the Funds that are available for Loans pursuant to Section 3.
(c) Borrower means any of the entities to which Available Securities may be loaned under a Securities Loan Agreement, as described in Section 4.
(d) Collateral means collateral delivered by a Borrower to secure its obligations under a Securities Loan Agreement.
(e) Investment Manager when used in any provision, means the person or entity who has discretionary authority over the investment of the Available Securities to which the provision applies.
(f) Loan means a loan of Available Securities to a Borrower.
(g) Loaned Security shall mean any security which is delivered as a Loan under a Securities Loan Agreement; provided that, if any new or different security shall be exchanged for any Loaned Security by recapitalization, merger, consolidation, or other corporate action, such new or different security shall, effective upon such exchange, be deemed to become a Loaned Security in substitution for the former Loaned Security for which such exchange was made.
(h) Market Value of a security means the market value of such security (including, in the case of a Loaned Security that is a debt security, the accrued interest on such security) as determined by the independent pricing service designated by State Street, or such other independent sources as may be selected by State Street on a reasonable basis.
(i) Securities Loan Agreement means the agreement between a Borrower and State Street (on behalf of the Funds) that governs Loans, as described in Section 5.
(j) Replacement Securities means securities of the same issuer, class and denomination as Loaned Securities.
(k) State Street Affiliate means any entity that directly or indirectly through one or more intermediaries, controls State Street or that is controlled by or is under common control with State Street.
| 2. | Appointment of State Street . |
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Each Fund hereby appoints and authorizes State Street as its agent to lend Available Securities to Borrowers in accordance with the terms of this Agreement. State Street shall have the responsibility and authority to do or cause to be done all acts State Street shall determine to be desirable, necessary, or appropriate to implement and administer this securities lending program. Each Fund agrees that State Street is acting as a fully disclosed agent and not as principal in connection with the securities lending program. State Street may take action as agent of the Fund on an undisclosed or a disclosed basis Conditional upon receipt by State Street of express written authorization (the Third Party Custodian Authorization) on behalf of all (but not less than all) of the Funds after the date hereof, and in no event prior, State Street shall be authorized to request The Bank of New York Mellon or JPMorgan Chase Bank to undertake certain custodial functions in connection with holding of the Collateral provided by a Borrower pursuant to the terms hereof. In connection therewith, and subject to having received said Third Party Custodian Authorization, State Street may instruct The Bank of New York Mellon or JPMorgan Chase Bank to establish and maintain a Borrowers account and a State Street account wherein all Collateral, including cash, shall be maintained by such bank (as applicable) in accordance with the terms of a form of custodial arrangement which shall also be consistent with the terms hereof.
| 3. | Securities to be Loaned . |
All of the Funds securities held by State Street as custodian shall be subject to this securities lending program and constitute Available Securities hereunder, except those securities which the Fund or the Investment Manager specifically identifies herein or in notices to State Street as not being Available Securities. In the absence of any such identification herein or other notices identifying specific securities as not being Available Securities, State Street shall have no authority or responsibility for determining whether any of the Funds securities should be excluded from the securities lending program.
| 4. | Borrowers . |
The Available Securities may be loaned to any Borrower identified on the Schedule of Borrowers, as such Schedule may be modified from time to time by State Street and the Fund.
State Street shall not be responsible for any statements, representations, warranties or covenants made by any Borrower in connection with any Loan or for any Borrowers performance of or failure to perform the terms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as otherwise expressly provided herein.
| 5. | Securities Loan Agreements . |
Each Fund authorizes State Street to enter into one or more Securities Loan Agreements with such Borrowers as may be selected by State Street. Each Securities Loan Agreement shall have such terms and conditions as State Street may negotiate with the
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Borrower. Certain terms of individual Loans, including rebate fees to be paid to the Borrower for the use of cash Collateral, shall be negotiated at the time a Loan is made.
| 6. | Loans of Available Securities . |
State Street shall be responsible for determining whether any Loans shall be made and shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the Fund. Upon notice to State Street, a Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement.
Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using reasonable and equitable methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Funds Available Securities will in fact be loaned to Borrowers. Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans made for other clients, or loan opportunities refused hereunder, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan for another client, or the opportunity refused, could have resulted in loans made under this Agreement.
Each Fund also acknowledges that, under the applicable Securities Loan Agreements, the Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement and in no event later than the end of the customary settlement period. Upon receiving a notice from the Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use its reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event later than the end of the customary settlement period. Each Fund agrees that in the event of a default by a Borrower with respect to a Loan, State Street shall be fully protected in acting in its sole discretion in a manner it deems appropriate.
| 7. | Distributions on and Voting Rights with Respect to Loaned Securities . |
Each Fund represents and warrants that it is the legal and beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Funds account on the date such amounts are delivered by the Borrower to State Street. Any
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non-cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non-cash distribution is received by the Borrower; provided that the Fund or Investment Manager may, by giving State Street ten (10) business days notice prior to the date of such non-cash distribution, direct State Street to request that the Borrower deliver such non-cash distribution to State Street, pursuant to the applicable Securities Loan Agreement, in which case State Street shall credit such non-cash distribution to the Funds account on the date it is delivered to State Street.
Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to Available Securities that are on loan on the applicable record date for such Available Securities.
Each Fund also acknowledges that any payments of distributions from Borrower to the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of such payment may differ from the tax and accounting treatment of such interest or dividend.
If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Fund has first provided State Street with funds to make such payment.
Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as complementary coupons) declared and payable by such company that are equivalent to a refund of any prepayment of French tax (equalization tax or precompte) or an additional tax credit adjustment (credit dimpot).
Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does issue fractional shares.
| 8. | Collateral . |
(a) Receipt of Collateral . Each Fund hereby authorizes State Street (or subject to the prior receipt by State Street from the Funds of the Third Party Custodian Authorization, The Bank of New York Mellon or JPMorgan Chase Bank as described in Section 2 above) to receive and to hold, on the Funds behalf, Collateral from Borrowers to secure the obligations of Borrowers with respect to any Loan of Available Securities made on behalf of the Fund pursuant to the Securities Loan Agreements. All investments of cash Collateral shall be for the account and at the risk of the Fund. Concurrently with or prior to the delivery of the Loaned Securities to the Borrower under any Loan, State Street shall receive from the
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Borrower Collateral in any of the forms listed on Schedule C. Said Schedule may be amended from time to time by State Street and the Fund.
(b) Marking to Market . The initial Collateral received shall have (depending on the nature of the Loaned Securities and the Collateral received) a value of 102% or 105% of the Market Value of the Loaned Securities, or such other value, but not less than 102% of the Market Value of the Loaned Securities, as may be applicable in the jurisdiction in which such Loaned Securities are customarily traded.
Pursuant to the terms of the applicable Securities Loan Agreement, State Street shall, in accordance with State Streets reasonable and customary practices, mark Loaned Securities and Collateral to their Market Value each business day based upon the Market Value of the Collateral and the Loaned Securities at the close of business employing the most recently available pricing information and receive and deliver Collateral in order to maintain the value of the Collateral at no less than one hundred percent (100%) of the Market Value of the Loaned Securities.
(c) Return of Collateral . The Collateral shall be returned to Borrower at the termination of the Loan upon the return of the Loaned Securities by Borrower to State Street in accordance with the applicable Securities Loan Agreement.
(d) Limitations . State Street shall invest cash Collateral in accordance with any directions, including any limitations established by the Funds and set forth on Schedule A . Subject to the standard of care set forth in section 12 hereof, State Street does not assume any market or investment risk of loss with respect to the investment of cash Collateral. If the value of the cash Collateral so invested is insufficient to return any and all other amounts due to such Borrower pursuant to the Securities Loan Agreement, the Fund shall be responsible for such shortfall as set forth in Section 9.
| 9. | Investment of Cash Collateral and Compensation. |
To the extent that a Loan is secured by cash Collateral, such cash Collateral, including money received with respect to the investment of the same, or upon the maturity, sale, or liquidation of any such investments, shall be invested by State Street, subject to the directions referred to above, if any, in short-term instruments, short term investment funds maintained by State Street, money market mutual funds and such other investments as State Street may from time to time select, including without limitation, investments in obligations or other securities of State Street or of any State Street Affiliate and investments in any short-term investment fund, mutual fund, securities lending trust or other collective investment fund with respect to which State Street and/or State Street Affiliates provide investment management or advisory, trust, custody, transfer agency, shareholder servicing and/or other services for which they are compensated. State Street does not assume any market or investment risk of loss associated with any investment or change of investment in any such investments, including any cash collateral investment vehicle designated on Schedule A .
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Each Fund acknowledges that interests in such mutual funds, securities lending trusts and other collective investment funds, to which State Street and/or one or more of the State Street Affiliates provide services are not guaranteed or insured by State Street or any of the State Street Affiliates or by the Federal Deposit Insurance Corporation or any government agency. Each Fund hereby authorizes State Street to purchase or sell investments of cash Collateral to or from other accounts held by State Street or State Street Affiliates.
The net income generated by any investment made pursuant to the first paragraph of this Section 9 shall be allocated among the Borrower, State Street, and the Fund, as follows: (a) a portion of such income shall be paid to the Borrower in accordance with the agreement negotiated between the Borrower and State Street; (b) the balance, if any, shall be split between State Street, as compensation for its services in connection with this securities lending program, and the Fund and such income shall be credited to the Funds account, in accordance with the fee split set forth on Schedule A .
In the event the net income generated by any investment made pursuant to the first paragraph of this Section 9 does not equal or exceed the amount due the Borrower (the rebate fee for the use of cash Collateral) in accordance with the agreement between Borrower and State Street, State Street and the Fund shall, in accordance with the fee split set forth on Schedule A, share the amount equal to the difference between the net income generated and the amounts to be paid to the Borrower pursuant to the Securities Loan Agreement. The Fund shall be solely responsible for any and all other amounts due to such Borrower pursuant to the Securities Loan Agreement and State Street may debit the Funds account accordingly. In the event debits to the Funds account produce a deficit therein, State Street shall sell or otherwise liquidate investments made with cash Collateral and credit the net proceeds of such sale or liquidation to satisfy the deficit. In the event the foregoing does not eliminate the deficit, State Street shall have the right to charge the deficiency to any other account or accounts maintained by the Fund with State Street.
To the extent that a Loan is secured by non-cash Collateral, the Borrower shall be required to pay a loan premium, the amount of which shall be negotiated by State Street. Such loan premium shall be allocated between State Street and the Fund as follows: (a) a portion of such loan premium shall be paid to State Street as compensation for its services in connection with this securities lending program, in accordance with Schedule A hereto; and (b) the remainder of such loan premium shall be credited to the Funds account.
Each Fund hereby agrees that it shall reimburse State Street for any and all funds advanced by State Street on behalf of the Fund as a consequence of the Funds obligations hereunder, including the Funds obligation to return cash Collateral to the Borrower and to pay any fees due the Borrower, all as provided in Section 8 hereof or this Section 9.
| 10. | Fee Disclosure . |
The fees associated with the investment of cash Collateral in funds maintained or advised by State Street are disclosed on Schedule A hereto. Said fees may be changed from
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time to time by State Street upon notice to the Funds. An annual report with respect to such funds is available to the Funds, at no expense, upon request.
| 11. | Recordkeeping and Reports . |
State Street will establish and maintain such records as are reasonably necessary to account for Loans that are made and the income derived therefrom. On a monthly basis, State Street will provide the Funds with a statement describing the Loans made, and the income derived from the Loans, during the period covered by such statement. Each party to this Agreement shall comply with the reasonable requests of the other for information necessary to the requesters performance of its duties in connection with this securities lending program.
Each Fund hereby agrees to participate in the Performance Explorer service offered by State Street through Data Explorers Limited and each Fund further agrees that as a condition for its participation in the Performance Explorer service, State Street is authorized by the Fund to provide to Data Explorers information relating to the Funds Loaned Securities on an anonymous basis for aggregation into the Data Explorers database, provided that the identity of the Fund as owner of the Loaned Securities is in no way identifiable and provided further that Data Explorers Limited has agreed to treat any such information provided to it confidentially and to use such information solely for the purposes of providing the service.
| 12. | Standard of Care and Indemnification. |
(a) State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending transactions (as appropriate).
(b) Each Fund shall indemnify State Street and hold State Street harmless from any loss or liability (including without limitation, the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by such Fund, except such loss or liability which results from State Streets failure to exercise the standard of care required by this Section 12. Nothing in this Section shall derogate from the indemnities provided by State Street in Section 14. State Street may charge any amounts to which it is entitled hereunder against each Funds account.
(c) Notwithstanding any express provision to the contrary herein, State Street shall not be liable for any indirect, consequential, incidental, special or exemplary damages even if State Street has been apprised of the likelihood of such damages occurring.
Each Fund acknowledges that in the event that its participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law.
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State Street, in determining the Market Value of Securities, including without limitation, Collateral, may rely upon any recognized pricing service and shall not be liable for any errors made by such service.
| 13. | Representations and Warranties . |
Each party hereto represents and warrants that (a) it has and will have the legal right, power and authority to execute and deliver this Agreement, to enter into the transactions contemplated hereby, and to perform its obligations hereunder; (b) it has taken all necessary action to authorize such execution, delivery, and performance; (c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it; and (d) the execution, delivery, and performance by it of this Agreement will at all times comply with all applicable laws and regulations.
State Street represents and warrants that it has received an exemptive order from the Securities and Exchange Commission, dated September 22, 1998, relating to State Street Navigator Securities Lending Trust, granting an exemption from Section 12(d)(1) and Section 17(a) of the Investment Company Act of 1940 for investments by mutual funds in State Street Navigator Securities Lending Trust.
Each Fund represents and warrants that (a) it has made its own determination as to the tax and accounting treatment of any dividends, remuneration or other funds received hereunder; (b) it is the legal and beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities.
Each Fund further represents and warrants that it will immediately notify State Street orally and by written notice, of the relevant details of any corporate actions, private consent offers/agreements and/or any other off-market arrangements that may require the recall and/or restriction of a security from lending activity, including but not limited to any such private or off-market arrangement that would require State Street as agent to recall Loaned Securities by a specified delivery date. Such written notice shall be delivered sufficiently in advance so as to: (a) provide State Street with reasonable time to notify Borrowers of any instructions necessary to comply with the terms of the corporate actions, private consent offers/agreements and/or other off-market arrangements, and (b) provide such Borrowers with reasonable time to comply with such instructions.
The person executing this Agreement on behalf of the Funds represents that he or she has the authority to execute this Agreement on behalf of the Funds.
Each Fund hereby represents to State Street that: (i) its policies and objectives generally permit it to engage in securities lending transactions; (ii) its policies permit it to purchase shares of the State Street Navigator Securities Lending Trust with cash Collateral; (iii) its participation in State Streets securities lending program, including the investment of
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cash Collateral in the State Street Navigator Securities Lending Trust, and the existing series thereof has been approved by a majority of the directors or trustees which directors and trustees are not interested persons within the meaning of section 2(a)(19) of the Investment Company Act of 1940, and such directors or trustees will evaluate the securities lending program no less frequently than annually to determine that the investment of cash Collateral in the State Street Navigator Securities Lending Trust, including any series thereof, is in the Funds best interest; and (iv) its prospectus provides appropriate disclosure concerning its securities lending activity.
Each Fund hereby further represents that it is not subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA) with respect to this Agreement and the Securities; that it qualifies as an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended; and that the taxpayer identification number(s) and corresponding tax year-end are as set forth on Schedule B.
| 14. | Borrower Default Indemnification. |
(a) If at the time of a default by a Borrower with respect to a Loan (within the meaning of the applicable Securities Loan Agreement), some or all of the Loaned Securities under such Loan have not been returned by the Borrower, and subject to the terms of this Agreement, State Street shall indemnify the Fund against the failure of the Borrower as follows. State Street shall purchase a number of Replacement Securities equal to the number of such unreturned Loaned Securities, to the extent that such Replacement Securities are available on the open market. Such Replacement Securities shall be purchased by applying the proceeds of the Collateral with respect to such Loan to the purchase of such Replacement Securities. Subject to the Funds obligations pursuant to Section 8 hereof, if and to the extent that such proceeds are insufficient or the Collateral is unavailable, the purchase of such Replacement Securities shall be made at State Streets expense.
(b) If State Street is unable to purchase Replacement Securities pursuant to Paragraph 14(a) hereof, State Street shall credit to the Funds account an amount equal to the Market Value of the unreturned Loaned Securities for which Replacement Securities are not so purchased, determined as of (i) the last day the Collateral continues to be successfully marked to market by the Borrower against the unreturned Loaned Securities; or (ii) the next business day following the day referred to in (i) above, if higher.
(c) In addition to making the purchases or credits required by Paragraphs (a) and (b) hereof, State Street shall credit to the Funds account the value of all distributions on the Loaned Securities (not otherwise credited to the Funds accounts with State Street), for record dates which occur before the date that State Street purchases Replacement Securities pursuant to Paragraph (a) or credits the Funds account pursuant to Paragraph (b).
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(d) Any credits required under Paragraphs (b) and (c) hereof shall be made by application of the proceeds of the Collateral, if any, that remains after the purchase of Replacement Securities pursuant to Paragraph (a). If and to the extent that the Collateral is unavailable or the value of the proceeds of the remaining Collateral is less than the value of the sum of the credits required to be made under Paragraphs (b) and (c), such credits shall be made at State Streets expense.
(e) If after application of Paragraphs (a) through (d) hereof, additional Collateral remains or any previously unavailable Collateral becomes available or any additional amounts owed by the Borrower with respect to such Loan are received from the Borrower, State Street shall apply the proceeds of such Collateral or such additional amounts first to reimburse itself for any amounts expended by State Street pursuant to Paragraphs (a) through (d) above, and then to credit to the Funds account all other amounts owed by the Borrower to the Fund with respect to such Loan under the applicable Securities Loan Agreement.
(f) In the event that State Street is required to make any payment and/or incur any loss or expense under this Section, State Street shall, to the extent of such payment, loss, or expense, be subrogated to, and succeed to, all of the rights of the Fund against the Borrower under the applicable Securities Loan Agreement.
| 15. | Continuing Agreement and Termination . |
It is the intention of the parties hereto that this Agreement shall constitute a continuing agreement in every respect and shall apply to each and every Loan, whether now existing or hereafter made. The Funds and State Street may each at any time terminate this Agreement upon five (5) business days written notice to the other to that effect. The only effects of any such termination of this Agreement will be that (a) following such termination, no further Loans shall be made hereunder by State Street on behalf of the Funds, and (b) State Street shall, within a reasonable time after termination of this Agreement, terminate any and all outstanding Loans. The provisions hereof shall continue in full force and effect in all other respects until all Loans have been terminated and all obligations satisfied as herein provided. State Street does not assume any market or investment risk of loss associated with the Funds change in cash Collateral investment vehicles or termination of, or change in, its participation in this securities lending program and the corresponding liquidation of cash Collateral investments.
| 16. | Notices . |
Except as otherwise specifically provided herein, notices under this Agreement may be made orally, in writing, or by any other means mutually acceptable to the parties. If in writing, a notice shall be sufficient if delivered to the party entitled to receive such notices at the following addresses:
If to the Funds:
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The Phoenix Edge Series Fund
One American Row
Hartford, CT 06103
Attn: Kathleen McGah, Esq.
If to State Street:
State Street Bank and Trust Company
Securities Finance
State Street Financial Center
One Lincoln Street
Boston, MA 02111-2900
or to such other addresses as either party may furnish the other party by written notice under this section.
Whenever this Agreement permits or requires the Funds to give notice to, direct, provide information to State Street, such notice, direction, or information shall be provided to State Street on the Funds behalf by any individual designated for such purpose by the Funds in a written notice to State Street. This Agreement shall be considered such a designation of the person executing the Agreement on the Funds behalf. After State Streets receipt of such a notice of designation and until its receipt of a notice revoking such designation, State Street shall be fully protected in relying upon the notices, directions, and information given by such designee.
| 17. | Securities Investors Protection Act of 1970 Notice . |
EACH FUND IS HEREBY ADVISED AND ACKNOWLEDGES THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT THE FUND WITH RESPECT TO THE LOAN OF SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO THE FUND MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF THE BROKERS OR DEALERS OBLIGATION IN THE EVENT THE BROKER OR DEALER FAILS TO RETURN THE SECURITIES.
| 18. | Authorized Representatives . |
Each Fund authorizes State Street to accept and to act on any instructions or other communications, regardless of how sent or delivered, from any Authorized Representative. Each Fund shall be fully responsible for all acts of any Authorized Representative, even if that person exceeds his or her authority, and in no event shall State Street be liable to a Fund or any other third party for any losses or damages arising out of or relating to any act State Street takes or fails to take in connection with any such instructions or other communications.
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| 19. | Agents . |
State Street may use such agents, including but not limited to, such regulated clearing agents, securities depositaries, nominees, sub-custodians, third party custodians and State Street Affiliates, as State Street deems appropriate to carry out its duties under this Agreement. To the extent the State Street Affiliates act as State Streets agent hereunder, State Street agrees to be responsible for the acts and omissions of such the State Street Affiliates as though performed by State Street directly. Each Fund agrees that State Streets sole liability for the acts or omissions of any other agent shall be limited to liability arising from State Streets failure to use reasonable care in the selection of such agent.
| 20. | Non-US Borrowers . |
In the event a Fund approves lending to Borrowers resident in the United Kingdom (UK), the Fund shall provide sufficient documentation, in the form and manner required by the UK Inland Revenue, to establish that the Fund is (1) the beneficial owner of any manufactured dividends received and (2) not a UK recipient for purposes of UK manufactured overseas dividend rules
| 21. | Force Majeure . |
State Street shall not be responsible for any losses, costs or damages suffered by a Fund resulting directly or indirectly from war, riot, revolution, terrorism, acts of government or other causes beyond the reasonable control or apprehension of State Street.
| 22. | Miscellaneous . |
This Agreement supersedes any other agreement between the parties or any representations made by one party to the other, whether oral or in writing, concerning Loans of Available Securities by State Street on behalf of the Funds, including the Original SLAA. This Agreement shall not be assigned, with respect to any Fund, by either State Street or any Fund without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, representatives, successors, and assigns. This Agreement shall be governed and construed in accordance with the laws of The Commonwealth of Massachusetts. Each Fund hereby irrevocably submits to the jurisdiction of any Massachusetts state or Federal court sitting in The Commonwealth of Massachusetts in any action or proceeding arising out of or related to this Agreement and hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to Federal court. Each Fund hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each Fund hereby irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Funds at their
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address specified in Section 16 hereof. Each Fund agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The provisions of this Agreement are severable and the invalidity or unenforceability of any provision hereof shall not affect any other provision of this Agreement. If in the construction of this Agreement any court should deem any provision to be invalid because of scope or duration, then such court shall forthwith reduce such scope or duration to that which is appropriate and enforce this Agreement in its modified scope or duration.
| 23. | Counterparts. |
The Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one (1) instrument.
| 24. | Modification . |
This Agreement shall not be modified except by an instrument in writing signed by the parties hereto.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto execute this Agreement by their duly authorized officers by affixing their signatures below.
| THE PHOENIX EDGE SERIES FUND, ON BEHALF OF EACH RESPECTIVE SERIES OF SUCH TRUST AS SET FORTH ON SCHEDULE B , SEVERALLY AND NOT JOINTLY | ||
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| STATE STREET BANK AND TRUST COMPANY | ||
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Schedule A
(effective , 2008)
This Schedule is attached to and made part of the Securities Lending Authorization Agreement, dated the 1st day of August, 2008 between EACH TRUST LISTED ON SCHEDULE B HERETO (each a Trust), ON BEHALF OF EACH RESPECTIVE SERIES OF EACH SUCH TRUST (each, a Fund, and collectively, the Funds), SEVERALLY AND NOT JOINTLY, AS SET FORTH ON SCHEDULE B and STATE STREET BANK AND TRUST COMPANY (State Street).
Schedule of Fees
1. Subject to Paragraph 2 below, all proceeds collected by State Street on investment of cash Collateral or any fee income shall be allocated as follows:
| |
Eighty percent (80%) payable to the Fund, and |
| |
Twenty percent (20%) payable to State Street. |
2. All payments to be allocated under Paragraph 1 above shall be made after deduction of such other amounts payable to State Street or to the Borrower under the terms of this Securities Lending Authorization Agreement.
3. Cash Collateral will be invested in the State Street Navigator Securities Lending Prime Portfolio :
On an annualized basis, the management/trustee/custody/fund administration/transfer agent fee for investing cash Collateral in the State Street Navigator Securities Lending Prime Portfolio is not more than 5.00 basis points netted out of yield. The trustee may pay out of the assets of the Portfolio all reasonable expenses and fees of the Portfolio, including professional fees or disbursements incurred in connection with the operation of the Portfolio.
Schedule B
(effective , 2008)
This Schedule is attached to and made part of the Securities Lending Authorization Agreement, dated the 1st day of August 2008 between EACH TRUST LISTED ON SCHEDULE B HERETO (each a Trust), ON BEHALF OF EACH RESPECTIVE SERIES OF EACH SUCH TRUST (each, a Fund, and collectively, the Funds), SEVERALLY AND NOT JOINTLY, AS SET FORTH ON SCHEDULE B and STATE STREET BANK AND TRUST COMPANY (State Street), as amended.
|
Trust Name |
Fund Name |
Taxpayer
Identification Number |
Tax
Year-End |
Lending
Limits* |
|||||
| The Phoenix Edge Series Fund | Phoenix-Aberdeen International Series | 04-3085418 | 12/31 | 33 | % | ||||
| Phoenix Capital Growth Series | 04-2958529 | 12/31 | 33 | % | |||||
| Phoenix Mid-Cap Growth Series | 04-3408958 | 12/31 | 33 | % | |||||
| Phoenix Multi-Sector Fixed Income Series | 04-2958532 | 12/31 | 33 | % | |||||
| Phoenix-Sanford Bernstein Mid-Cap Value Series | 04-3408968 | 12/31 | 33 | % | |||||
| Phoenix-Sanford Bernstein Small-Cap Value Series | 04-3537747 | 12/31 | 33 | % | |||||
| Phoenix Strategic Allocation Series | 04-2958531 | 12/31 | 33 | % |
| * | As a % of Net Assets of each Fund. |
Schedule C
This Schedule is attached to and made part of the Securities Lending Authorization Agreement, dated the day of 2008 between EACH TRUST LISTED ON SCHEDULE B HERETO (each a Trust), ON BEHALF OF EACH RESPECTIVE SERIES OF EACH SUCH TRUST (each, a Fund, and collectively, the Funds), SEVERALLY AND NOT JOINTLY, AS SET FORTH ON SCHEDULE B and STATE STREET BANK AND TRUST COMPANY (State Street).
Acceptable Forms of Collateral
| |
Cash (U.S. and foreign currency); |
| |
United States Treasury Securities; |
| |
Such other Collateral as the parties may agree to in writing from time to time. |
Exhibit 28(h)6
Administration Agreement between The Phoenix Edge Series Fund and Phoenix Equity Planning
Corporation (to be renamed VP Distributors, Inc.)
ADMINISTRATION AGREEMENT
This Agreement is effective as of the Transaction Date by and between The Phoenix Edge Series Fund, (the Fund) including the series listed under the Fund (each, a Series and together the Series) on Schedule A, and Phoenix Equity Planning Corporation, to be renamed VP Distributors, Inc., (the Administrator).
W I T N E S S E T H :
WHEREAS, the Fund is registered as an open-end diversified management investment company under the Investment Company Act of 1940, as amended (the 1940 Act); and
WHEREAS, the Fund desires to retain the Administrator to render or otherwise provide for the provision of administrative services to the Fund in the manner and on the terms and conditions hereafter set forth; and
WHEREAS, the Administrator desires to be so retained on said terms and conditions:
NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter contained, the Fund and the Administrator agree as follows (the Agreement):
1. Appointment and Acceptance. The Fund hereby appoints the Administrator to act as Administrator of the Series, subject to the supervision and direction of the Board of Trustees of the Fund, as hereinafter set forth. The Administrator hereby accepts such appointment and agrees to furnish or cause to be furnished the services contemplated by this Agreement.
2. Duties of the Administrator.
(a) The Administrator shall perform or arrange for the performance of the administrative and clerical services listed on Schedule B to this Agreement. The Fund agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrators performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Series, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, the Fund, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Series.
(b) In providing for any or all of the services listed on Schedule B to this Agreement, and in satisfaction of its obligations to provide such services, the Administrator may, at its discretion and subject to approval by the Board of Trustees of the Fund for any delegations
1
that the Fund and the Administrator reasonably agree are material, enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to the Fund provided that the Administrator shall be as fully responsible to the Series for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Series. As of the date hereof, the parties agree that the Administrator is permitted to enter into agreements with PNC Global Investment Servicing and Glass, Lewis & Co. for each such entity to provide certain services that would otherwise be performed by the Administrator hereunder.
(c) All activities of the Administrator shall be conducted in accordance with the Funds Declaration of Trust and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.
3. Expenses of the Administrator. The Administrator assumes the expenses of and shall pay for maintaining the staff and personnel necessary to perform its obligations under this Agreement, and shall at its own expense provide office space, facilities, equipment and the necessary personnel which it is obligated to provide under section 2 hereof, except that the Fund shall pay the expenses of its other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Series and expenses of Fund officers attending Board meetings as required and such other appropriate out of pocket expenses as approved by the Board. The Fund shall pay or cause to be paid all other expenses of the Series referenced in this Agreement.
4. Compensation of the Administrator. For the services provided to the Fund and each Series by the Administrator pursuant to this Agreement, each Series shall pay the Administrator monthly for its services, fees at the following annual rates based on the combined aggregate average daily net assets across each Series listed on Schedule A plus out of pocket expenses (including out of pocket expenses of any sub-administrator to the Fund):
|
Non-Money Market Funds |
Money Market Funds |
|||||||
|
Net Assets |
Administrative Fee 1 |
Net Assets |
Administrative Fee 2 | |||||
|
First $5 Billion |
.09 | % | All Assets | .035 | % | |||
|
Next $10 Billion |
.08 | % | ||||||
|
Over $15 Billion |
.07 | % | ||||||
5. Limitation of Liability of the Administrator; Indemnification. The Administrator shall not be liable to the Fund or any Series for any error of judgment or mistake of law or for
|
1 |
The Fee applied to the Fund shall be the basis point fee applicable when the Funds assets are combined with the total assets of the Virtus Mutual Funds non-money market funds. |
|
2 |
The Fee applied to the Fund shall be the basis point fee applicable when the Funds assets are combined with the total assets of the Virtus Mutual Funds money market funds. |
2
any loss arising out of any act or omission by the Administrator, or any persons engaged pursuant to section 2(b) hereof, including officers, agents and employees of the Administrator and its affiliates, in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, a Series, or shareholders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or reckless disregard of its obligations and duties hereunder, except (i) for any liability to the Fund, a Series , or shareholders for the preparation and filing of class action settlement claims, which liability is limited to the fees for a six-month period paid to the Administrator, and (ii) the Administrator shall not be liable for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the Administrator.
6. Activities of the Administrator. The services of the Administrator under this Agreement are not to be deemed exclusive, and the Administrator and any person controlled by or under common control with the Administrator shall be free to render similar services to others and services to the Fund in other capacities.
7. Duration and Termination of this Agreement.
(a) This Agreement shall become effective on the Transaction Date and shall continue in effect with respect to each Series until December 31, 2009, and thereafter from year to year so long as such continuation is specifically approved at least annually by the Board of Trustees of the Fund, including a majority of the Trustees who are not interested persons of the Fund within the meaning of the 1940 Act and who have no direct or indirect interest in this Agreement; provided, however, that this Agreement may be terminated at any time on not less than 150 days written notice to the other party, without the payment of any penalty, on behalf of any or all of the Series, by the Fund, by the Board or, with respect to any Series, by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of that Series, or by the Administrator.
(b) The Administrator hereby agrees that the books and records prepared hereunder with respect to the Fund are the property of the Fund and further agrees that upon the termination of this Agreement or otherwise upon request the Administrator will surrender promptly to the Fund copies of the books and records maintained or required to be maintained hereunder, including in such machine-readable form as agreed upon by the parties, in accordance with industry practice, where applicable.
8. Amendments of this Agreement. This Agreement may be amended by the parties hereto only if such amendment is specifically approved by the Board of Trustees of the Fund and such amendment is set forth in a written instrument executed by each of the parties hereto.
9. Limitation of Liability. It is expressly agreed that the obligations of the Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Fund personally, but bind only the Fund property of the Fund, as provided in the Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees or the shareholders of the Fund and signed by the Fund, acting as such, and neither
3
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 Fund property as provided in its Declaration of Trust.
10. Governing Law. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Connecticut as at the time in effect and the applicable provisions of the 1940 Act. To the extent that the applicable law of the State of Connecticut, or any provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.
11. Counterparts. This Agreement may be executed by the parties hereto in counterparts and if so executed, the separate instruments shall constitute one agreement.
12. Notices. All notices or other communications hereunder to either party shall be in writing and shall be deemed to be received on the earlier date of the date actually received or on the fourth day after the postmark if such notice is mailed first class postage prepaid. Notice shall be addressed: (a) if to the Administrator, to the attention of: Phoenix Equity Planning Corporation, 56 Prospect Street, Hartford, CT 06103 or (b) if to the Fund, to the attention of: President, The Phoenix Edge Series Fund, c/o Secretary, The Phoenix Edge Series Fund, One American Row, Hartford, CT 06102, or at such other address as either party may designate by written notice to the other. Notice shall also be deemed sufficient if given by telecopier, telegram or similar means of same day delivery (with a confirming copy by mail as provided herein).
13. Separate Series. This Agreement shall be construed to be made by the Fund as a separate agreement with respect to each Series, and under no circumstances shall the rights, obligations or remedies with respect to a particular Series be deemed to constitute a right, obligation or remedy applicable to any other Series.
14. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior arrangements, agreements or understandings.
[signature page follows]
4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers designated below on the date and year first written above.
| THE PHOENIX EDGE SERIES FUND | ||
| By: |
/s/ Philip K. Polkinghorn |
|
| Name: | Philip K. Polkinghorn | |
| Title: | President | |
|
PHOENIX EQUITY PLANNING CORPORATION to be known as VP DISTRIBUTORS, INC. |
||
| By: |
/s/ John H. Beers |
|
| Name: | John H. Beers | |
| Title: | Vice President | |
5
SCHEDULE A
(Dated: November 15, 2008)
THE FUND AND ITS SERIES
The Phoenix Edge Series Fund
Phoenix Capital Growth Series
Phoenix Growth and Income Series
Phoenix Mid-Cap Growth Series
Phoenix Money Market Series
Phoenix Multi-Sector Fixed Income Series
Phoenix Multi-Sector Short Term Bond Series
Phoenix Small-Cap Growth Series
Phoenix Strategic Allocation Series
Phoenix-Aberdeen International Series
Phoenix-Duff & Phelps Real Estate Securities Series
Phoenix Dynamic Asset Allocation Series: Aggressive Growth
Phoenix Dynamic Asset Allocation Series: Growth
Phoenix Dynamic Asset Allocation Series: Moderate
Phoenix Dynamic Asset Allocation Series: Moderate Growth
Phoenix-Sanford Bernstein Mid-Cap Value Series
Phoenix-Sanford Bernstein Small-Cap Value Series
Phoenix-Van Kampen Comstock Series
Phoenix-Van Kampen Equity 500 Index Series
6
SCHEDULE B
(Dated: November 15, 2008)
ADMINISTRATIVE AND CLERICAL SERVICES
| (i) | Maintain and preserve such books and records of the Fund as required by law coincident with the Administrators duties under this Agreement; | |
| (ii) | Prepare and, subject to approval by the Fund, file reports, class action settlement claims, tax returns, certifications and other documents required by U.S. Federal, state and other applicable laws and regulations, including periodic reports to Fund shareholders and certifications as required under the federal securities laws; | |
| (iii) | Calculate and publish the net asset value of each Series shares; | |
| (iv) | Calculate dividends and distributions and prepare other financial information regarding each Series; | |
| (v) | Oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Series by others, including, but not limited to, the annual Section 15(c) review of the investment advisor(s), the custodian, registrar, transfer agent and dividend disbursing agent, shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable; | |
| (vi) | Provide the Fund with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; | |
| (vii) | Provide the Fund with administrative office and data processing facilities; | |
| (viii) | Arrange for payment of each Series expenses; | |
| (ix) | Provide routine accounting services to the Series, and consult with the Funds officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of the Fund; | |
| (x) | Prepare such financial information and reports as may be required by any banks from which the Fund borrows funds; | |
| (xi) | Arrange for the services of the Funds Treasurer and Assistant Treasurer; | |
| (xii) | Provide such reports to the Board as are reasonably requested; | |
| (xiii) | Attendance at four regularly scheduled quarterly and two telephonic Board meetings as reasonably requested by the Fund; | |
| (xiv) | Provide such assistance to the investment adviser, the custodian, other Fund service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of the Fund; | |
| (xv) | Participate in the Funds Valuation Committee process; | |
| (xvi) | Provide daily review of agreed upon compliance tests as it relates to legal and regulatory requirements and with the Series investment policies and restrictions as set forth in the Funds currently effective Prospectus and Statement of Additional Information filed under the securities Act of 1933, as amended; | |
| (xvii) | Provide notification to the Chief Compliance Officer of the investment advisor of potential violations identified through the quantitative secondary compliance tests performed for each Portfolio, following the receipt of accurate and complete trade information by the advisor and subadvisor; and | |
7
| (xviii) | Submit to the Chief Compliance Officer of the investment advisor on a monthly basis a copy of the compliance test as of the last business day of the month for all the Portfolios. | |
8
Exhibit 28(h)7
2009 Amended and Restated Expense Limitation Agreement between The Phoenix Edge Series Fund
and Phoenix Variable Advisors, Inc.
2009 AMENDED AND RESTATED
EXPENSE LIMITATION AGREEMENT
THE PHOENIX EDGE SERIES FUND
This 2009 Amended and Restated Agreement dated effective April 30, 2009 amends that certain Amended and Restated Expense Limitation Agreement dated as of January 1, 2009 (the Agreement) by and between The Phoenix Edge Series Fund, a Massachusetts business trust (the Registrant), on behalf of each series of the Registrant listed in Appendix A, as may be amended from time to time (each a Fund and collectively, the Funds), and the Advisor of each of the Funds, Phoenix Variable Advisors, Inc., a Delaware corporation (the Advisor).
WHEREAS, the Advisor renders advice and services to the Funds pursuant to the terms and provisions of one or more Investment Advisory Agreements entered into between the Registrant and the Advisor (the Advisory Agreement); and
WHEREAS, the Advisor desires to maintain the expenses of each Fund at a level below the level to which each such Fund might otherwise be subject; and
WHEREAS, the Advisor understands and intends that the Registrant will rely on this Agreement in preparing post-effective amendments to the Registrants registration statement on Form N-1A and in accruing the expenses of the Registrant for purposes of calculating net asset value and for other purposes, and expressly permits the Registrant to do so.
NOW, THEREFORE, the parties hereto agree to substitute Section 4 and Appendix A as follows adding various Funds:
| 1. | Section 4 of the Agreement is substituted as follows: |
Term, Termination and Modification . This Agreement shall become effective on the date specified herein and shall remain in effect until April 30, 2010, unless sooner terminated as provided below in this Paragraph. Thereafter, this Agreement shall automatically renew for one-year terms with respect to a Fund unless the Advisor provides written notice to the Fund of the termination of this Agreement, or the modification to the Expense Limit specified for a Fund in Appendix A of this Agreement, within sixty (60) days of the end of the then current term for that Fund. This Agreement may be terminated by the Registrant on behalf of any one or more of the Funds at any time without payment of any penalty or by the Board of Trustees of the Registrant upon sixty (60) days written notice to the Advisor. In addition, this Agreement shall terminate with respect to a Fund upon termination of the Advisory Agreement with respect to such Fund.
| 2. | Appendix A to the Agreement is hereby amended to reflect the changes in the current Series names as adopted by the Board of Trustees at a Board Meeting March 4-5, 2009. |
| 3. | Except as herein above and herein before modified, all other terms and conditions set forth in the Agreement shall be and remain in full force and effect. |
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers.
| THE PHOENIX EDGE SERIES FUND | PHOENIX VARIABLE ADVISORS, INC. | |||||||
| By: |
/s/ Kathleen A. McGah |
By: |
/s/ John H. Beers |
|||||
| Name: |
Kathleen A. McGah |
Name: |
John H. Beers |
|||||
| Title: |
Vice President and Secretary |
Title: |
Vice President and Secretary |
|||||
2
APPENDIX A
(April 30, 2009)
|
The Phoenix Edge Series Fund |
Total Fund Operating
Expense Limit |
||
|
Phoenix-Aberdeen International Series |
0.30 | % | |
|
Phoenix Capital Growth Series |
0.25 | % | |
|
Phoenix Dynamic Asset Allocation Series: Aggressive Growth |
0.15 | % | |
|
Phoenix Dynamic Asset Allocation Series: Growth |
0.15 | % | |
|
Phoenix Dynamic Asset Allocation Series: Moderate |
0.15 | % | |
|
Phoenix Dynamic Asset Allocation Series: Moderate Growth |
0.15 | % | |
|
Phoenix-Duff & Phelps Real Estate Securities Series |
0.35 | % | |
|
Phoenix Growth and Income Series |
0.20 | % | |
|
Phoenix Mid-Cap Growth Series |
0.30 | % | |
|
Phoenix Mid-Cap Value Series |
0.25 | % | |
|
Phoenix Money Market Series |
0.25 | % | |
|
Phoenix Multi-Sector Fixed Income Series |
0.25 | % | |
|
Phoenix Multi-Sector Short Term Bond Series |
0.20 | % | |
|
Phoenix Small-Cap Growth Series |
0.20 | % | |
|
Phoenix Small-Cap Value Series |
0.25 | % | |
|
Phoenix Strategic Allocation Series |
0.25 | % | |
|
Phoenix-Van Kampen Comstock Series |
0.25 | % | |
|
Phoenix-Van Kampen Equity 500 Index Series |
0.20 | % |
3
Exhibit 28(i)1
Legal Opinion
April 30, 2009
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
| Re: | The Phoenix Edge Series Fund |
| Post-Effective Amendment No. 57 to Form N-1A |
| ACT Nos. 033-05033 and 811-04642 |
Ladies and Gentlemen:
The undersigned serves as Counsel to Phoenix Life Insurance Company and its insurance company affiliates (collectively Phoenix Life). Shares of The Phoenix Edge Series Fund, a Massachusetts business trust (the Trust) are issued to one or more designated separate accounts of Phoenix Life. In my capacity as Counsel, I have represented the Trust in connection with the preparation and filing of the Trusts Registration Statement on Form N1-A (the Registration Statement) under the Securities Act of 1933.
This opinion is furnished in connection with the registration statement to be filed with the Securities and Exchange Commission with respect to the shares of (the Shares) of the Trust, representing interests in all the series of the Trust, as described in the Registration Statement.
In rendering my opinion, I have examined such documents, records and matters of law as I deemed necessary for purposes of this opinion, I have assumed the genuineness of all signatures of all parties, the authenticity of all documents submitted as originals, the correctness of all copies, and the correctness of all facts set forth in the certifications delivered to me and the correctness of all written and oral statements made to me.
Based upon and subject to the foregoing, it is my opinion that the Shares that will be issued by the Trust, will, when sold, be legally issued, fully paid, and nonassessable.
My opinion is rendered solely in connection with the Registration Statement on Form N-1A under which the Shares will be registered and it may not be relied upon for any other purposes without my written consent. I hereby consent to the use of this opinion as an exhibit to such Registration Statement.
| Very truly yours, |
| /s/ Kathleen A. McGah |
| Kathleen A. McGah |
| Vice President, Chief Legal Officer, Counsel and Secretary |
| The Phoenix Edge Series Fund |
Exhibit 28(j)
Consent of PricewaterhouseCoopers LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated February 19, 2009, relating to the financial statements and financial highlights which appears in the December 31, 2008 Annual Report to Shareholders of Phoenix Edge Series Fund, which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings Financial Highlights, Non-Public Holdings Information, Independent Registered Public Accounting Firm and Reports to Shareholders in such Registration Statement.
PricewaterhouseCoopers LLP
Boston, Massachusetts
April 28, 2009
Exhibit 28(p)1
Code of Ethics The Phoenix Edge Series Fund
CODE OF ETHICS
THE PHOENIX EDGE SERIES FUND
PURSUANT TO RULE 17j-1
OF THE 1940 ACT
Amended and Restated 11/2008
This Code of Ethics applies to all Access Persons of each Phoenix advisory and broker-dealer subsidiary in their management and administration of The Phoenix Edge Series Fund (Fund). The Advisers Phoenix Variable Advisors, Inc. and Goodwin Capital Advisers, Inc. (for use herein referred to collectively as Adviser). Phoenix Equity Planning Corporation(Broker-Dealer) is a registered broker/dealer, a related subsidiary which currently provides services to the Fund and acts as the principal underwriter for the Phoenix Dynamic Series: Asset Allocation Aggressive Growth, Phoenix Dynamic Series: Asset Allocation Growth, Phoenix Dynamic Series: Asset Allocation Moderate, Phoenix Dynamic Series: Asset Allocation Moderate Growth. Access Persons of the subadvisers to the Fund that are not affiliated with Phoenix are governed by separate codes.
Notwithstanding the above, the prohibitions in Section 2 below are imposed by Rule 17j-1, and apply to all affiliated persons of the Fund and their investment advisers and subadvisers, whether or not they are governed by this Code of Ethics.
| 1. | Statement of Ethical Principles |
Each Adviser and Broker-Dealer holds its employees to a high standard of integrity and business practices. In serving their respective shareholders and clients, Each Adviser and Broker-Dealer strives to avoid conflicts of interest or the appearance of conflicts of interest in connection with the personal trading activities of its employees and the Funds securities transactions.
While affirming their confidence in the integrity and good faith of all of their employees, officers, trustees, and directors, Each Adviser and Broker-Dealer recognizes that the knowledge of present or future portfolio transactions or the power to influence portfolio transactions, if held by such individuals, could place them in a position where their personal interests might conflict with the interests of the Fund, if they were to trade in securities eligible for investment by the Fund.
In view of the foregoing and of the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended (the 1940 Act), Each Adviser and Broker-Dealer has determined to adopt this Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict) and to establish reporting requirements and enforcement procedures.
When Access Persons covered by the terms of this Code of Ethics engage in personal securities transactions, they must adhere to the following general principles as well as to the Codes specific provisions:
| (a) | At all times, the interests of Fund shareholders must be paramount; |
Tab 1 - 1
| (b) | Personal transactions must be conducted consistent with this Code of Ethics in a manner that avoids any actual or potential conflict of interest; and |
| (c) | No inappropriate advantage should be taken of any position of trust and responsibility. |
| (d) | Compliance with all applicable federal securities laws must be maintained. |
| 2. | Unlawful Actions |
It is unlawful for any Affiliated person of any Fund or any of its Advisers, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by any Fund:
| (a) | to employ any device, scheme or artifice to defraud any Fund; |
| (b) | to make any untrue statement of a material fact to any Fund or omit to state a material fact necessary in order to make the statements made to any Fund, in light of the circumstances under which they are made, not misleading; |
| (c) | to engage in any act, practice or course of business that operates or would operate as a fraud or deceit on any Fund; or to engage in any manipulative practice with respect to any Fund. |
| (d) | to divulge or act upon any material, non-public information, as such term is defined under relevant securities laws. |
| 3. | Definitions |
| a) | Access Person: pursuant to Rule 17j-1 of the Investment Company Act of 1940, means any Advisory Person of a Fund or of a Funds investment adviser. All of Advisers directors, officers, and general partners are presumed to be Access Persons of any Fund advised by the investment adviser. All of the Fund directors, officers, and general partners are presumed to be Access Persons of the Fund. |
| b) | In addition, Access Persons include any director, officer or general partner of the Broker-Dealer, the principal underwriter of the Fund, who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by the Fund for which Broker-Dealer acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase or sale of Covered Securities. |
| c) | Advisory Person of a Fund or of a Funds investment adviser means: |
| d) | Any director, officer, general partner or employee of the Fund or investment advisor (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and |
Tab 1 - 2
| e) | Any natural person in a control relationship to the Fund or investment adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund. |
| f) | Any Investment Personnel. |
| g) | Affiliated person of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer. |
| h) | Beneficial ownership shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Securities Exchange Act of 1934 (the Exchange Act) and the rules and regulations thereunder. Generally, beneficial ownership means having or sharing, directly or indirectly through any contract, arrangement, understanding, relationship, or otherwise, a direct or indirect pecuniary interest in the security. For the purposes hereof, |
| i) |
| j) | Pecuniary interest means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. |
| k) | Indirect pecuniary interest includes, but is not limited to: (a) securities held by members of the persons immediate family (this means any child, child-in-law, stepchild, grandchild, parent, parent-in-law, stepparent, grandparent, spouse, sibling, or sibling-in-law and includes adoptive relationships) sharing the same household (which ownership interest may be rebutted); (b) a general partners proportionate interest in portfolio securities held by a general or limited partnership; (c) a persons right to dividends that is separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities); (d) a persons interest in securities held by a trust; (e) a persons right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; and (f) a performance-related fee, other than an asset based fee, received by any broker, dealer, bank, insurance company, investment company, investment manager, trustee, or person or entity performing a similar function, with certain exceptions ( see Rule 16a-1(a)(2)). |
| l) | Chief Compliance Officer refers to the person appointed by the Fund Board of pursuant to the provisions of Rule 38a-1. Such person is identified on Schedule A hereto. |
| m) | Compliance Officer may refer to the Funds designated Compliance Officer or an Advisers Compliance Officer or any person designated by each such to perform the administrative functions of this Code. Such persons are identified on Schedule B hereto. |
| n) | Control shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act. |
| o) | Covered Security means all securities, including options, exchange traded funds and those issued by any reportable fund, except securities that are direct obligations of the Government of the United States, bankers acceptances, bank certificates of deposit, commercial paper and shares of traditional , unaffiliated registered open-end investment companies. |
| p) | Disinterested Trustee means a Trustee of a Fund who is not an interested person of the Fund within the meaning of Section 2(a)(19) of the 1940 Act. |
Tab 1 - 3
| q) | Initial Public Offering means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. |
| r) | Investment Personnel shall mean: |
any employee of the Fund or Adviser (or of any company in a control relationship to the Fund or Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund; and any natural person who controls the Fund or an Adviser and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund. Investment Personnel includes any Portfolio Manager or other investment person, such as an analyst or trader, who provides information and advice to a Portfolio Manager or assists in the execution of the investment decisions.
Limited Offering or Private Placement means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) thereof, or pursuant to Rule 504, Rule 505, or Rule 506 thereunder.
Managed Portfolio shall mean a series of the Fund, individually and collectively, for which the Portfolio Manager makes buy and sell decisions.
| s) | Portfolio Manager means the person or portfolio management team entrusted to make or participate in the making of the buy and sell decisions for a Fund, or series thereof; as disclosed in the Fund(s) prospectus. |
| t) | Purchase or sale of a security includes, among other things, the writing of an option to purchase or sell a security or the purchase or sale of a security that is exchangeable for or convertible into a security. |
| u) | Reportable Fund includes those 1940 Act registered investment companies for which the Adviser or an affiliate acts as adviser or sub-adviser, or principal underwriter. |
| v) | Security shall have the meaning set forth in Section 2(a)(36) of the 1940 Act. |
| w) | Security Held or to be Acquired by a Fund means: |
| x) | any Covered Security which, within the most recent 15 days: |
| y) | is or has been held by the Fund; or |
| z) | is being or has been considered by the Fund or any of its investment advisers for purchase by the Fund; and |
| aa) | any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph (p)(i) of this Section. |
| i. |
A security is being considered for purchase or sale when a recommendation to purchase or sell a security has been made and |
Tab 1 - 4
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communicated and, with respect to the Investment Personnel making the recommendation, when such person seriously considers making such a recommendation. |
| 4. | Exempted Transactions |
The preclearance prohibitions of Section 5 of this Code, shall not apply to:
| (a) | Purchases or sales effected in any account over which the Advisory Person has no direct or indirect influence or control in the reasonable estimation of the Advisers Compliance Officer. This exemption will also apply to personal brokerage accounts for which a third party (e.g. broker, financial advisor) makes all investment decisions on behalf of the Access Person. The discretionary arrangement must be documented to the Advisers Compliance Officer or his or her designee. |
| (b) | Purchases or sales which are non-volitional on the part of either the Advisory Person or the Fund. |
| (c) | Purchases of shares necessary to establish an automatic dividend reinvestment plan or pursuant to an automatic dividend reinvestment plan, and subsequent sales of such securities. |
| (d) | Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. |
| (e) | Purchase or sale of securities issued under an employee stock purchase or incentive program unless otherwise restricted. |
Tab 1 - 5
| 5. | Prohibited Activities |
| (a) | IPO Rule : No Access Person may directly or indirectly acquire beneficial ownership in any securities in an Initial Public Offering (including IPOs offered through the Internet), except with the prior written approval of the Advisers Compliance Officer. No FINRA registered person may participate in an IPO pursuant to FINRA Rule 2790. |
| (b) | Limited Offering/Private Placement Rule : No Access Person may directly or indirectly acquire beneficial ownership in any securities in a Limited Offering or Private Placement except with the prior written approval of the Advisers Compliance Officer. |
| (i) | The Advisers Compliance Officer will make a record of any decision, and the reasons supporting the decision, to grant approval for transactions in IPOs and Limited Offerings, and will maintain these records for at least five years after the end of the fiscal year in which the approval is granted. |
| (c) | Preclearance Rule : No Advisory Person may directly or indirectly acquire or dispose of beneficial ownership in a Covered Security unless such transaction has been precleared by the Advisers Compliance Officer. All option transactions must be precleared. Preclearance is required prior to executing any trade through any personal brokerage account, unless specifically exempted under Section 4 above. Preclearance is valid through the business day next following the day preclearance is given. |
| (i) | The Advisers Compliance Officer will monitor investment activity by the Advisory Person involving the precleared transaction. |
| (ii) | Compliance reserves up to one business day to respond to any request for preclearance. |
Note : Each Adviser and Broker-Dealers Compliance Officer may deny approval of any transaction requiring preclearance under this Preclearance Rule, even if the transaction is nominally permitted under this Code of Ethics, if he or she reasonably believes that denying preclearance is necessary for the protection of a Fund. Any such denial may be appealed to the Funds Chief Compliance Officer. The decision of the Chief Compliance Officer shall be final.
| (d) | Open Order Rule : No Advisory Person may directly or indirectly acquire or dispose of beneficial ownership in any Covered Security on a day during which a Fund has a pending buy or sell order for that security of the same type (i.e., buy or sell) as the proposed personal trade, until the Funds order is executed or withdrawn. |
Exceptions : The following securities transactions are exempt from the Open Order Rule:
| (i) |
Purchases or sales of up to 500 shares of an issuer ranked in the Standard & Poors 500 Composite Stock Index (S&P 500) at the time of |
Tab 1 - 6
|
purchase or sale The Advisers Compliance Officer shall make available an updated list of such issuers quarterly. |
| (ii) | Purchases or sales approved by the Advisers Compliance Officer in his/her discretion. |
| (e) | Blackout Rule : No Investment Personnel may directly or indirectly acquire or dispose of beneficial ownership in a Covered Security within seven calendar days before and after a Managed Portfolio trades in that Security. |
Transactions permitted under the Blackout Rule must also satisfy the Open Order Rule and the Preclearance Rule, if and to the extent the transaction is not covered by exceptions to those rules.
| (f) | Ban on Short-term Trading. Advisory Persons must hold all reportable securities, including options, for a period of not less than sixty (60) days from date of acquisition. Options must be written for a minimum 60 (60) day term. |
| (g) | Gifts . No Access Person shall accept any gift or other item (for the purpose of this Code gifts include but are not limited to cash, merchandise, gifts, prizes, travel expenses, meals and certain types of entertainment) of more than $100 in value from any person or entity that does business with or on behalf of the Advisor or the Fund. All gifts and entertainment received or given must be reported to the Advisors Compliance Department. |
Any profits realized by a Portfolio Manager on a personal trade in violation of Sections 5(d), (e) and (f) must be disgorged at the request of the Fund.
| (h) | Service as Director . No Advisory Person shall serve on the board of directors of a publicly traded company without prior authorization by the President or the Compliance Officer of the Fund. If board service is authorized, such Advisory Person shall have no role in making investment decisions with respect to the publicly traded company. |
| (i) | Market Timing Prohibited . No Portfolio Manager shall engage in excessive trading or market timing activities with respect to any mutual fund whether or not such mutual fund is a Managed Portfolio, or is managed by such Adviser/Subadvisor or any affiliated adviser or subadviser. For the purposes of the foregoing, market timing shall be defined as a purchase and redemption, regardless of size, in and out of the same mutual fund within any sixty (60) day period. The foregoing restrictions shall not apply to Portfolio Managers investing in mutual funds through automatic reinvestment programs, and any other non-volitional investment vehicles. Portfolio Managers shall provide quarterly certifications as to their compliance with this restriction. |
| 6. | Reporting and Compliance Procedures |
| (a) | The Code of Ethics, and any amendments thereto, shall be provided to every Access Person. |
Tab 1 - 7
| (b) | All Access Persons (other than Disinterested Trustees) shall direct their brokers to supply, at the same time that they are sent to the Access Person, a copy of the confirmation for each personal securities trade and a copy of each periodic account statement to the Advisers Compliance Officer. |
| (c) | Every Access Person shall report to the Fund the information described in Section 6(c) of this Code with respect to transactions in any Covered Security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the Covered Security, provided that |
| (i) | a Disinterested Trustee of the Fund need not report securities transactions unless the Trustee knew or, in the ordinary course of fulfilling his or her official duties as a Fund Trustee, should have known that during the 15-day period immediately before or after the Trustees transaction in a Covered Security, the Fund purchased or sold the Covered Security or the Fund or any of its investment advisers or subadvisers considered purchasing or selling the Covered Security, and |
| (ii) | An Access Person whose duplicate broker trade confirmations or account statements are received by the Advisers Compliance Officer, pursuant to Section 6(a) with respect to the time period required by Section 6(c), may reference that duplicate information in their quarterly report if all of the information required in Section 6(c) is contained in those confirmations and statements. |
| (d) | Every report required pursuant to Section 6(b) above shall be made not later than 15 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information: |
| (i) | with respect to any transaction during the quarter in a Covered Security in which the Access Person (other than Disinterested Trustees) had or acquired any direct or indirect beneficial ownership: |
| (A) | The date of the transaction, the title and number of shares; the maturity date, principal amount and interest rate of debt securities, of each Covered Security involved; and, as applicable, the exchange ticker symbol or CUSIP number; |
| (B) | The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition); |
| (C) | The price of the Covered Security at which the transaction was effected; and |
| (D) | The name of the broker, dealer or bank with or through whom the transaction was effected; and |
| (ii) | with respect to any account established during the quarter in which Securities were held during the quarter for the direct or indirect benefit of the Access Person: |
Tab 1 - 8
| (A) | The name of the broker, dealer, or bank with whom the Access Person established the account; and |
| (B) | The date the account was established. |
| (iii) | Access Persons are required to report transactions in any affiliated mutual fund for which they have any direct or indirect beneficial ownership; except as specifically exempted by Section 4 above. |
| (iv) | The date the report is submitted by the Access Person. |
| (e) | No later than 10 days after becoming an Access Person, and annually thereafter on or before January 31 of each year, each Access Person (other than Disinterested Trustees) must submit to the Advisers Compliance Officer a report of his or her personal securities holdings (the Initial Holdings Report and the Annual Holdings Report, respectively), which must include the following information (the Applicable Date for the Initial Holdings Report is the date the person became an Access Person; the Applicable Date for the Annual Holdings Report must be a date no earlier than December 31 of the prior year): |
| (i) | The title and number of shares; and/or the maturity date, principal amount and interest rate of debt securities; and, as applicable the exchange ticker symbol or CUSIP number of each Covered Security in which the Access Person had any direct or indirect beneficial ownership as of the Applicable Date. |
| (ii) | The name of any broker, dealer or bank with whom the Access Person maintained an account in which securities were held for the direct or indirect benefit of the Access Person as of the Applicable Date. |
| (iii) | The date the report is submitted by the Access Person. |
| (f) | Each Access Person (other than Disinterested Trustees) shall submit annually to the Advisers Compliance Officer a certification by the Access Person that he or she has received, read and understood the Code of Ethics, has complied with the Codes requirements, and has disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the Codes requirements. The certification will be submitted to the Compliance Officer by January 31 of each year. |
| (g) | Any report made under this Section 6 may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates. |
| (h) | (i) |
Each Funds Compliance Officer shall furnish to the applicable Funds Board of Trustees annually, and such Board will consider, a written report that: |
| (A) | Summarizes the current procedures under the Code of Ethics; |
Tab 1 - 9
| (B) | Describes any issues arising from the Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and |
| (C) | Certifies that the Fund or the Adviser, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating the Code. |
| (ii) | The Funds Compliance Officer shall obtain from each investment adviser and the subadviser to the Fund whose Access Persons are governed by its own Code of Ethics, a written report including the information and certification required in (B) and (C) above with respect to that Code. |
| (iii) | The Board will consider all of these reports. |
| (iv) | These reports will be available to the Chief Compliance Officer of the Fund. |
| (i) | Any Access Person shall immediately report any potential violation of this Code of which he or she becomes aware to the Advisers Compliance Officer. |
| (j) | An Access Person need not make reports under this Section 6 with respect to transactions effected for any account over which such person does not have any direct or indirect influence or control. |
| (k) | Each Adviser and Broker-Dealers Compliance Officer will review all reports and other information submitted under this Section 6. This review will include such comparisons with trading records of the Fund as are necessary or appropriate to determine whether there have been any violations of the Code. |
| (l) | Each Adviser and Broker-Dealers Compliance Officer will maintain a list of all Access Persons who are required to make reports under the Code, and shall inform those Access Persons of their reporting obligations. Each Adviser and Broker-Dealers Compliance Officer shall promptly notify any Access Person when any report has not been filed on a timely basis. |
| (m) | Please refer to Schedule B for person(s) to contact for preclearance and to file Annual Holdings and Quarterly Personal Securities Transaction reports. |
| 7. | Sanctions |
Upon discovering a violation of this Code, the Board of Trustees of the Fund may impose such sanctions as it deems appropriate, including inter alia, a letter of censure or suspension or termination of employment, or suspension of personal trading privileges for such period as it may deem appropriate. Provided further, the Advisers Compliance Officer shall review and present sanctions levied for non-compliance at each regularly scheduled Board meeting. Please see attached Schedule A of the sanctions that may be levied for violations of this Code.
Tab 1 - 10
| 8. | Exceptions |
Each Adviser and Broker-Dealers Compliance Officer, in consultation with the Chief Legal Officer, may grant written exceptions to provisions of the Code based on equitable considerations. The exceptions may be granted to individuals or classes of individuals with respect to particular transactions, classes of transactions or all transactions, and may apply to past as well as future transactions, provided , however , that no exception will be granted where the exceptions would result in a violation of Rule 17j-1. To the extent any such exception relates to an Access Person of a Fund, the exception will be reported to a Funds Board at its next regularly scheduled meeting. Notwithstanding anything herein to the contrary, the Compliance Officer shall promptly report any and all exceptions to the Chief Compliance Officer of the applicable Fund and the Chief Compliance Officer may provide an independent report to the applicable Board regarding his/her assessment of the merits and potential repercussions of granting any such exceptions.
| 9. | Recordkeeping |
All Code of Ethics records will be maintained pursuant to the provisions of Rules 17j-1 and 204A-1.
| 10. | Other Codes of Ethics |
This Code of Ethics does not amend or supercede any other Code(s) of Ethics that may affect the duties and obligations of any person affected hereby.
(Revised February 2006; Adopted by the Board of Trustees of The Phoenix Edge Series Fund March 21, 2006; Re-adopted August 21, 2006; Revised and Adopted June 5, 2007, Revised and Re-adopted November 18, 2008)
Tab 1 - 11
Schedule A
Chief Compliance Officer of the Fund: Marc Baltuch
Schedule B
Person to contact for preclearance and reporting requirements: Frances Crisafulli
Tab 1 - 12
CERTIFICATION:
By my signature below, I certify that I have received, read, and understood the foregoing policies of The Phoenix Edge Series Fund Code of Ethics, and will comply in all respects with such policies.
|
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| Name | Date |
| Please print or type name: |
|
Tab 1 - 13
|
Initial Holdings Report |
Q Report |
Q Report Affiliated MF Transactions |
Annual Report |
Pre-Clear |
||||
|
All Access Persons |
All Access Persons |
Investment Personnel |
All Access Persons |
Advisory Persons |
||||
|
1 st violation written warning
2 nd violation within the same year$50.00 fine payable to the Phoenix Foundation
3 rd violation within the same year suspension of trading privileges for 30 days |
1 st violation written warning
2 nd violation within the same year - $50.00 fine payable to the Phoenix Foundation
3 rd violation within the same year suspension of trading privileges for 30 days |
1 st violation written warning
2 nd violation within the same year - $50.00 fine payable to the Phoenix Foundation
3 rd violation within the same year suspension of trading privileges for 30 days |
1 st violation written warning |
1 st violation written warning
2 nd violation within the same year - $100 fine payable to the Phoenix Foundation and suspension of trading privileges for 30 days
3 rd violation within the same year suspension of trading privileges for 90 days |
||||
|
Pre-Clear IPOs & Limited Offerings* |
Blackout |
60-Day Holding Requirement |
Market Timing Prohibition and Q Certificate |
Open Order Rule |
||||
|
Advisory Personnel |
Investment Personnel |
Advisory Personnel |
Investment Personnel |
Investment Personnel |
||||
|
1 st violation Reported to Chief Legal Officer and President of Phoenix Investment Counsel for determination of appropriate sanctions.
2 nd violation possible grounds for termination |
1 st violation disgorgement of profits on the personal trade
2 nd violation - Reported to Chief Legal Officer and President of Phoenix Investment Counsel for determination of appropriate sanctions.
3 rd violation - possible grounds for termination |
1 st violation written warning
2 nd violation - violation within the same year - $50.00 fine payable to the Phoenix Foundation
3 rd violation within the same year suspension of trading privileges for 60 days |
1 st violation - possible grounds for termination at determination of Chief Legal Officer and President of Phoenix Investment Counsel |
1 st violation Reported to Chief Legal Officer and President of Phoenix Investment Counsel for determination of appropriate sanctions.
2 nd violation possible grounds for termination |
||||
| * | s/t FINRA Rule 2790. |
Tab 1 - 14
Exhibit 28(p)4
Code of Ethics - Goodwin Capital
Advisers, Inc.
CODE OF ETHICS
GOODWIN CAPITAL ADVISERS, INC.
January 22, 2007
This Code of Ethics applies to all Access Persons of Goodwin Capital Advisers, Inc.
| 1. | Statement of Ethical Principles |
The Adviser holds its employees to a high standard of integrity and business practices. In serving their respective shareholders and clients, the Adviser strives to avoid conflicts of interest or the appearance of conflicts of interest in connection with the personal trading activities of its employees and the securities transactions in any managed account.
While affirming their confidence in the integrity and good faith of all of their employees, officers, trustees, and directors, the Adviser recognizes that the knowledge of present or future portfolio transactions or the power to influence portfolio transactions, if held by such individuals, could place them in a position where their personal interests might conflict with the interests of the managed account, if they were to trade in securities eligible for investment by the managed account.
In view of the foregoing and of the provisions of Sections 204-2 and 204A-1 under the Investment Advisers Act of 1940, as amended, the Adviser has determined to adopt this Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict) and to establish reporting requirements and enforcement procedures. When Access Persons covered by the terms of this Code of Ethics engage in personal securities transactions, they must adhere to the following general principles as well as to the Codes specific provisions:
| (a) | At all times, the interests of the Adviser and the Advisers clients must be paramount; |
| (b) | Personal transactions must be conducted consistent with this Code of Ethics in a manner that avoids any actual or potential conflict of interest; and |
| (c) | No inappropriate advantage should be taken of any position of trust and responsibility. |
| (d) | Compliance with all applicable federal securities laws must be maintained, to include the Investment Advisers Act of 1940, and the Investment Company Act of 1940. |
| (e) | Access Persons are required to adhere to the standards of business conduct outlined in The Phoenix Companies Code of Conduct. |
| (f) | Access Persons of the Advisor are required to adhere to the Phoenix Funds Code of Ethics. |
| 2. | Unlawful Actions |
It is unlawful for any Affiliated person, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by any client account:
| (a) | to employ any device, scheme or artifice to defraud any client; |
| (b) | to make any untrue statement of a material fact to any client or omit to state a material fact necessary in order to make the statements made to any client, in light of the circumstances under which they are made, not misleading; |
| (c) | to engage in any act, practice or course of business that operates or would operate as a fraud or deceit on any client; or to engage in any manipulative practice with respect to any client; |
| (d) | to divulge or act upon any material, non-public information, as such term is defined under relevant securities laws. |
| 3. | Definitions |
| (a) | Access Person means any Director, officer, general partner, Portfolio Manager or Advisory Person of the adviser. An Access person is any supervised person who has access to nonpublic information regarding purchase or sales in managed accounts, or portfolio holdings of a managed account. The Compliance Department shall maintain a list of the Advisers Access Persons. |
| (b) | Adviser means Goodwin Capital Advisers, Inc. |
| (c) | Advisory Person means |
| (i) | any employee of the Adviser or of any company in a control relationship to the Adviser, who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of securities by the Adviser for a Client, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and |
| (ii) | Any natural person in a control relationship to the Fund or investment adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund. |
| (iii) | Any Investment Personnel. |
3
| (d) | Beneficial ownership shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Securities Exchange Act of 1934 (the Exchange Act) and the rules and regulations thereunder. Generally, beneficial ownership means having or sharing, directly or indirectly through any contract, arrangement, understanding, relationship, or otherwise, a direct or indirect pecuniary interest in the security. For the purposes hereof, |
| (i) | Pecuniary interest means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. |
| (ii) | Indirect pecuniary interest includes, but is not limited to: (a) securities held by members of the persons immediate family (this means any child, child-in-law, stepchild, grandchild, parent, parent-in-law, stepparent, grandparent, spouse, sibling, or sibling-in-law and includes adoptive relationships) sharing the same household (which ownership interest may be rebutted); (b) a general partners proportionate interest in portfolio securities held by a general or limited partnership; (c) a persons right to dividends that is separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities); (d) a persons interest in securities held by a trust; (e) a persons right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; and (f) a performance-related fee, other than an asset based fee, received by any broker, dealer, bank, insurance company, investment company, investment manager, trustee, or person or entity performing a similar function, with certain exceptions ( see Rule 16a-1(a)(2)). |
| (e) | Chief Compliance Officer refers to the person appointed by the Advisor pursuant to the provisions of Section 206(4)-7. |
| (f) | Client means each and every investment company, or series thereof, or other account managed by the Adviser, individually and collectively. |
| (g) | Compliance Officer may refer to the Advisers designated Compliance Officer or any person designated to perform the administrative functions of this Code. |
| (h) | Control shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act of 1940, as amended (the 1940 Act). |
| (i) | Covered Security means all securities, including options , exchange traded funds and those issued by any reportable fund, except securities that are direct obligations of the Government of the United States, bankers acceptances, bank +certificates of deposit, commercial paper and shares of traditional, unaffiliated registered open-end investment companies. |
4
| (j) | Initial Public Offering means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. |
| (k) | Investment Personnel shall mean: |
| (i) | any employee of the Adviser (or of any company in a control relationship to the Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities; and |
| (ii) | any natural person who controls the Adviser and who obtains information concerning recommendations made regarding the purchase or sale of securities by the Fund. Investment Personnel includes any Portfolio Manager or other investment person, such as an analyst or trader, who provides information and advice to a Portfolio Manager or assists in the execution of the investment decisions. |
| (l) | Limited Offering or Private Placement means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) thereof, or pursuant to Rule 504, Rule 505, or Rule 506 thereunder. |
| (m) | Managed Account shall mean those Clients accounts, individually and collectively, for which the Portfolio Manager makes buy and sell decisions. |
| (n) | Portfolio Manager means the person or portfolio management team entrusted to make or participate in the making of the buy and sell decisions for a Client. |
| (o) | Purchase or sale of a security includes, among other things, the writing of an option to purchase or sell a security or the purchase or sale of a security that is exchangeable for or convertible into a security. |
| (p) | Security shall have the meaning set forth in Section 2(a)(36) of the 1940 Act. |
| (q) | Reportable Fund includes those 1940 Act registered investment companies for which the Adviser or an affiliate acts as adviser or sub-adviser, or principal underwriter. |
| 4. | Exempted Transactions |
The preclearance prohibitions of Section 5 of this Code, shall not apply to:
5
| (a) | Purchases or sales effected in any account over which the Advisory Person has no direct or indirect influence or control in the reasonable estimation of the Advisers Compliance Officer. This exemption will also apply to personal brokerage accounts for which a third party (e.g. broker, financial advisor) makes all investment decisions on behalf of the Access Person. The discretionary arrangement must be documented to the Advisers Compliance Department. |
| (b) | Purchases or sales which are non-volitional on the part of either the Advisory Person or the managed account. |
| (c) | Purchases of shares necessary to establish an automatic dividend reinvestment plan or pursuant to an automatic dividend reinvestment plan, and subsequent sales of such securities. |
| (d) | Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. |
| (e) | Purchase or sale of securities issued under an employee stock purchase or incentive program unless otherwise restricted. |
| 5. | Prohibited Activities |
| (a) | IPO Rule : No Access Person may directly or indirectly acquire beneficial ownership in any securities in an Initial Public Offering (including IPOs offered through the Internet), except with the prior written approval of the Advisers Compliance Officer. No NASD registered person may participate in an IPO pursuant to NASD Rule 2790. |
| (b) | Limited Offering/Private Placement Rule : No Access Person may directly or indirectly acquire beneficial ownership in any securities in a Limited Offering or Private Placement except with the prior written approval of the Advisers Compliance Officer. |
| (i) | The Advisers Compliance Officer will make a record of any decision, and the reasons supporting the decision, to grant approval for transactions in IPOs and Limited Offerings, and will maintain these records for at least five years after the end of the fiscal year in which the approval is granted. |
| (c) | Preclearance Rule : No Advisory Person may directly or indirectly acquire or dispose of beneficial ownership in a Covered Security unless such transaction has been precleared by the Advisers Compliance Officer. All option transactions must be precleared. Preclearance is required prior to executing any trade through any personal brokerage account, unless specially exempted under Section 4 above. |
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Preclearance is valid through the business day next following the day preclearance is given.
| (i) | The Advisers Compliance Officer will monitor investment activity by the Advisory Person involving the precleared transaction. |
| (ii) | Compliance reserves up to one business day to respond to any request for preclearance. |
Note : The Advisers Compliance Officer may deny approval of any transaction requiring preclearance under this Preclearance Rule, even if the transaction is nominally permitted under this Code of Ethics, if he or she reasonably believes that denying preclearance is necessary for the protection of a Managed Account. Any such denial may be appealed to the Advisers Chief Compliance Officer. The decision of the Chief Compliance Officer shall be final.
| (d) | Open Order Rule : No Advisory Person may directly or indirectly acquire or dispose of beneficial ownership in any Covered Security on a day during which a Managed Account has a pending buy or sell order for that security of the same type (i.e., buy or sell) as the proposed personal trade, until such order is executed or withdrawn. |
Exceptions : The following securities transactions are exempt from the Open Order Rule:
| 1. | Purchases or sales of up to 500 shares of an issuer ranked in the Standard & Poors 500 Composite Stock Index (S&P 500) at the time of purchase or sale The Advisers Compliance Officer shall make available an updated list of such issuers quarterly. |
| 2. | Purchases or sales approved by the Advisers Compliance Officer in his/her discretion. |
| (e) | Blackout Rule : No Investment Personnel may directly or indirectly acquire or dispose of beneficial ownership in a Covered Security within seven calendar days before and after a Managed Account trades in that Covered Security. |
Transactions permitted under the Blackout Rule must also satisfy the Open Order Rule and the Preclearance Rule, if and to the extent the transaction is not covered by exceptions to those rules.
Any profits realized by a Portfolio Manager on a personal trade in violation of Sections 5(d) and (e) must be disgorged at the request of the Fund.
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| (f) | Ban on Short-term Trading. Advisory Persons must hold all reportable securities, including options , for a period of not less than sixty (60) days from date of acquisition. Options must be written for a minimum 60 day term. |
| (g) | Gifts . No Access Person shall accept any gift or other item (for the purpose of this Code gifts include but are not limited to cash, merchandise, gifts, prizes, travel expenses, meals and certain types of entertainment) of more than $100 in value from any person or entity that does business with or on behalf of the Advisor or the Fund. All gifts and entertainment received or given must be reported to the Advisors Compliance Department. |
| (h) | Service as Director . No Advisory Person shall serve on the board of directors of a publicly traded company without prior authorization by the President or the Compliance Officer of the Adviser. If board service is authorized, such Advisory Person shall have no role in making investment decisions with respect to the publicly traded company. |
| (i) | Market Timing Prohibited . No Portfolio Manager shall engage in excessive trading or market timing activities with respect to any mutual fund whether or not such mutual fund is a Managed Account, or is managed by such Adviser/Subadvisor or any affiliated adviser or subadviser. For the purposes of the foregoing, market timing shall be defined as a purchase and redemption, regardless of size, in and out of the same mutual fund within any sixty (60) day period. The foregoing restrictions shall not apply to Portfolio Managers investing in mutual funds through automatic reinvestment programs, and any other non-volitional investment vehicles. Portfolio Managers shall provide quarterly certifications as to their compliance with this restriction. |
| 6. | Reporting and Compliance Procedures |
| (a) | The Advisor shall provide a copy of the Code of Ethics, and any amendments thereto, to all Access Persons. |
| (b) | All Access Persons shall direct their brokers to supply, at the same time that they are sent to the Access Person, a copy of the confirmation for each personal securities trade and a copy of each periodic account statement to the Advisers Compliance Officer. |
| (c) |
Every Access Person shall report to the Advisers Compliance Officer the information described in Section 6(c) of this Code with respect to transactions in any Covered Security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the Covered Security, provided that an Access Person whose duplicate broker trade confirmations or account statements are received by the Advisers Compliance Officer, pursuant to Section 6(a) with respect to the time period required by |
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Section 6(c), may reference that duplicate information in their quarterly report if all of the information required in Section 6(c) is contained in those confirmations and statements. |
| (d) | Every report required pursuant to Section 6(b) above shall be made not later than 15 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information: |
| (i) | with respect to any transaction during the quarter in a Covered Security in which the Access Person had or acquired any direct or indirect beneficial ownership: |
| (A) | The date of the transaction, the title and number of shares; the maturity date, principal amount and interest rate of debt securities, of each Covered Security involved; as applicable the exchange ticker symbol or CUSIP number; |
| (B) | The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition); |
| (C) | The price of the Covered Security at which the transaction was effected; and |
| (D) | The name of the broker, dealer or bank with or through whom the transaction was effected. |
| (ii) | with respect to any account established during the quarter in which Securities were held during the quarter for the direct or indirect benefit of the Access Person: |
| (A) | The name of the broker, dealer, or bank with whom the Access Person established the account; and |
| (B) | The date the account was established. |
| (iii) | Access Persons are required to report transactions in any affiliated mutual fund for which they have any direct or indirect beneficial ownership; except as specifically exempted by Section 4 above. |
| (iv) | The date the report is submitted by the Access Person. |
| (e) |
No later than 10 days after becoming an Access Person, and annually thereafter on or before January 31 of each year, each Access Person (other than Disinterested Trustees) must submit to the Advisers Compliance Officer a report of his or her personal securities holdings (the Initial Holdings Report and the Annual Holdings Report, respectively), which must include the following information |
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(the Applicable Date for the Initial Holdings Report is the date the person became an Access Person; the Applicable Date for the Annual Holdings Report must be a date no earlier than December 31 of the prior year): |
| (i) | The title, type and number of shares; and/or the maturity date, principal amount and interest rate of debt securities; and as applicable, the exchange ticker symbol or CUSIP number of each Covered Security in which the Access Person had any direct or indirect beneficial ownership as of the Applicable Date. |
| (ii) | The title, number of shares, and, as applicable the exchange ticker symbol or CUSIP number of any Reportable Fund holding in which the Access Person had any direct or indirect beneficial ownership as of the Applicable Date. |
| (iii) | The name of any broker, dealer or bank with whom the Access Person maintained an account in which securities were held for the direct or indirect benefit of the Access Person as of the Applicable Date. |
| (iv) | The date the report is submitted by the Access Person. |
| (f) | Each Access Person shall submit annually to the Advisers Compliance Officer a certification by the Access Person that he or she has received, read and understood the Code of Ethics, has complied with the Codes requirements, and has disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the Codes requirements. The certification will be submitted to the Compliance Officer by January 31 of each year. |
| (g) | Any report made under this Section 6 may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates. |
| (h) | (i) | The Advisers Compliance Officer shall submit an annual report to the Directors of the Adviser that summarizes the current Code of Ethics procedures, identifies any violations requiring significant remedial action, and recommends appropriate changes to the Code, if any. |
| (ii) | The Advisers Compliance Officer shall submit to the managed funds Compliance Officer an annual written report that |
| (A) | Summarizes the current procedures under the Code of Ethics; |
| (B) |
Describes any issues arising from the Code of Ethics or procedures since the last report, including, but not limited to, information about |
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material violations of the Code or procedures and sanctions imposed in response to the material violations; and |
| (C) | Certifies that the Adviser, has adopted procedures reasonably necessary to prevent Access Persons from violating the Code. |
| (iii) | These reports will be available to the Chief Compliance Officer of the Funds. |
| (i) | Any Access Person shall immediately report any potential violation of this Code of which he or she becomes aware to the Advisers Compliance Officer. |
| (j) | An Access Person need not make reports under this Section 6 with respect to transactions effected for any account over which such person does not have any direct or indirect influence or control. |
| (k) | Each Advisers Compliance Officer will review all reports and other information submitted under this Section 6. This review will include such comparisons with trading records of managed accounts as are necessary or appropriate to determine whether there have been any violations of the Code. |
| (l) | Each Advisers Compliance Officer will maintain a list of all Access Persons who are required to make reports under the Code, and shall inform those Access Persons of their reporting obligations. Each Advisers Compliance Officer shall promptly notify any Access Person when any report has not been filed on a timely basis. |
| 7. | Sanctions |
Upon discovering a violation of this Code, the Directors of the Adviser may impose such sanctions as it deems appropriate, including inter alia, a letter of censure or suspension or termination of employment, or suspension of personal trading privileges for such period as it may deem appropriate. Provided further, the Advisers Compliance Officer shall review and present sanctions levied for non-compliance at each regularly scheduled Fund Board meeting. Recommended sanctions are attached as Schedule A.
| 8. | Exceptions |
The Advisers Compliance Officer, may grant written exceptions to provisions of the Code based on equitable considerations. The exceptions may be granted to individuals or classes of individuals with respect to particular transactions, classes of transactions or all transactions, and may apply to past as well as future transactions, provided , however , that no exception will be granted where the exceptions would result in a violation of Section 204-2. Exceptions granted will be reported to the Directors of the Advisor, as well as the Boards of any managed fund.
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| 9. | Recordkeeping |
All Code of Ethics records will be maintained pursuant to the provisions of Rules 204A-1 and 17j-1.
| 10. | Other Codes of Ethics |
This Code of Ethics does not amend or supercede any other Code(s) of Ethics that may affect the duties and obligations of any person affected hereby.
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CERTIFICATION :
By my signature below, I certify that I have received, read, and understood the foregoing policies of the Goodwin Capital Advisers, Inc. Code of Ethics, and will comply in all respects with such policies.
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|||||||||
| Name | Date | |||||||||
| Please print or type name: |
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Initial Holdings Report |
Q Report |
Q Report Affiliated MF
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Annual Report |
Pre-Clear |
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All Access Persons |
All Access Persons |
Investment Personnel |
All Access Persons |
Advisory Persons |
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1 st violation written warning
2 nd violation within the same year $50.00 fine payable to the Phoenix Foundation
3 rd violation within the same year suspension of trading privileges for 30 days |
1 st violation written warning
2 nd violation within the same year - $50.00 fine payable to the Phoenix Foundation
3 rd violation within the same year suspension of trading privileges for 30 days |
1 st violation written warning
2 nd violation within the same year - $50.00 fine payable to the Phoenix Foundation
3 rd violation within the same year suspension of trading privileges for 30 days |
1 st violation written warning |
1 st violation written warning
2 nd violation within the same year $100 fine payable to the Phoenix Foundation and suspension of trading privileges for 30 days
3 rd violation within the same year suspension of trading privileges for 90 days |
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Pre-Clear IPOs & Limited
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Blackout |
60-Day Holding
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Market Timing Prohibition
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Open Order Rule |
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Advisory Personnel |
Investment Personnel |
Advisory Personnel |
Investment Personnel |
Investment Personnel |
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1 st violation Reported to Chief Legal Officer and President of Goodwin Capital Advisers for determination of appropriate sanctions.
2 nd violation possible grounds for termination |
1 st violation disgorgement of profits on the personal trade
2 nd violation Reported to Chief Legal Officer and President of Goodwin Capital Advisers for determination of appropriate sanctions.
3 rd violation possible grounds for termination |
1 st violation written warning
2 nd violation violation within the same year $50.00 fine payable to the Phoenix Foundation
3 rd violation within the same year suspension of trading privileges for 60 days |
1 st violation possible grounds for termination at determination of Chief Legal Officer and President of Goodwin Capital Advisers |
1 st violation Reported to Chief Legal Officer and President of Goodwin Capital Advisers for determination of appropriate sanctions.
2 nd violation possible grounds for termination |
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| * | s/t NASD Prohibition Rule 2790 |
Exhibit 28(p)8
Code of Ethics Morgan Stanley Investment Management, dba Van Kampen
CODE OF ETHICS AND PERSONAL TRADING GUIDELINES
MORGAN STANLEY INVESTMENT MANAGEMENT 1
Effective May 12, 2008
| 1 | Ex-Merchant Banking and FrontPoint Partners. |
Table of Contents 2
| I. | INTRODUCTION | 3 | ||||
| A. | General | 3 | ||||
| B. | Standards of Business Conduct | 3 | ||||
| C. | Overview of Code Requirements | 4 | ||||
| D. | Definitions | 4 | ||||
| E. | Grounds for Disqualification from Employment | 8 | ||||
| F. | Other Policies and Procedures | 9 | ||||
| II. | PRE-CLEARANCE REQUIREMENTS | 9 | ||||
| A. | Employee Securities Accounts | 9 | ||||
| B. | Personal Trading | 12 | ||||
| C. | Other Pre-Clearance Requirements | 17 | ||||
| III. | REPORTING REQUIREMENTS | 17 | ||||
| A. | Initial Holdings and Brokerage Account(s) Reports and Certification | 17 | ||||
| B. | Quarterly Transactions Report | 18 | ||||
| C. | Annual Holdings Report and Certification of Compliance | 19 | ||||
| IV. | OUTSIDE ACTIVITIES AND PRIVATE PLACEMENTS | 19 | ||||
| A. | Approval to Engage in an Outside Activity | 19 | ||||
| B. | Approval to Invest in a Private Placement | 20 | ||||
| C. | Approval Process | 20 | ||||
| D. | Client Investment into Private Placement | 20 | ||||
| V. | POLITICAL CONTRIBUTIONS | 21 | ||||
| VI. | GIFTS AND ENTERTAINMENT | 21 | ||||
| VII. | CONSULTANTS AND TEMPORARY EMPLOYEES | 22 | ||||
| VIII. | REVIEW, INTERPRETATIONS AND EXCEPTIONS | 22 | ||||
| IX. | ENFORCEMENT AND SANCTIONS | 22 | ||||
|
2 |
Previous versions: August 16, 2002, February 24, 2004, June 15, 2004, December 31, 2004 and December 15, 2006. |
2
| I. | INTRODUCTION 3 |
| A. | General |
The Morgan Stanley Investment Management (MSIM) Code of Ethics (the Code) is reasonably designed to prevent legal, business and ethical conflicts, to guard against the misuse of confidential information, and to avoid even the appearance of impropriety that may arise in connection with your personal trading and outside activities as an MSIM employee. It is very important for you to read the Definitions section below to understand the scope of this Code, including the individuals, accounts, securities and transactions it covers. You are required to acknowledge receipt and your understanding of this Code at the start of your employment at MSIM or when you become a Covered Person, as defined below, when amendments are made, and annually.
| B. | Standards of Business Conduct |
MSIM seeks to comply with the Federal securities laws and regulations applicable to its business. This Code is designed to assist you in fulfilling your regulatory and fiduciary duties as an MSIM employee as they relate to your personal securities transactions.
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Fiduciary Duties. |
As an MSIM employee, you owe a fiduciary duty to MSIMs Clients. This means that in every decision relating to personal investments, you must recognize the needs and interests of Clients and place those ahead of any personal interest or interest of the Firm.
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Personal Securities Transactions and Relationship to MSIMs Clients. |
MSIM generally prohibits you from engaging in personal trading in a manner that would distract you from your daily responsibilities. MSIM strongly encourages you to invest for the long term and discourages short-term, speculative trading. You are cautioned that short-term strategies may attract a higher level of regulatory and other scrutiny. Excessive or inappropriate trading that interferes with job performance or that compromises the duty that MSIM owes to its Clients will not be tolerated.
| 3 | This Code is intended to fulfill MSIMs requirements under Rule 204A-1 of the Investment Advisers Act of 1940 (Advisers Act) and Rule 17j-1 under the Investment Company Act of 1940 (Company Act). Please note that there is a separate Fund Code for each of the Morgan Stanley and Van Kampen fund families. |
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If you become aware that you or someone else may have violated any aspect of this Code, you must report the suspected violation to Compliance immediately.
| C. | Overview of Code Requirements |
Compliance with the Code is a matter of understanding its basic requirements and making sure the steps you take regarding activities covered by the Code are in accordance with the letter and spirit of the Code. Generally, you have the following obligations:
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Activity |
Code Requirements |
|
| Employee Securities Account(s) | -Pre-clearance, Reporting | |
| Personal Trading | -Pre-clearance, Holding Period, Reporting | |
| Participating in an Outside Activity | -Pre-clearance, Reporting | |
| Investing in a Private Placement | -Pre-clearance, Reporting | |
| Political Contributions | -Pre-clearance, Reporting | |
| Gifts and Entertainment | -Reporting |
You must examine the specific provisions of the Code for more details on each of these activities and are strongly urged to consult with Compliance if you have any questions.
| D. | Definitions |
These definitions are here to help you understand the application of the Code to various activities undertaken by you and other persons related to you who may be covered by the Code. They are an integral part of the Code and a proper understanding of them is essential. Please refer back to these Definitions as you read the Code.
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Access Persons, as defined in the Morgan Stanley Code of Conduct for purposes of transacting in Morgan Stanley stock includes: |
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all Morgan Stanley Management Committee and Operating Committee members |
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all other Managing Directors |
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if your business unit or department has a title structure that does not include Managing Director, the person(s) with the highest available title in that unit |
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individuals notified by Compliance that, due to their job responsibilities, they are considered to be Access Persons. |
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Client means and includes shareholders or limited partners of registered and unregistered investment companies and other investment vehicles, institutional, high net worth and retail separate account clients, employee benefit trusts and all other types of clients advised by MSIM. |
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Compliance means your local Compliance group (New York, London, Singapore, Tokyo and Mumbai). |
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Consultant means a non-employee of MSIM who falls under the definition of a Covered Person. |
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Covered Persons 4 means and includes: |
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All MSIM employees; |
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All directors, officers and partners of MSIM; |
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Any person who provides investment advice on behalf of MSIM, is subject to the supervision and control of MSIM and who has access to nonpublic information regarding any Clients purchase or sale of securities, or who is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic (such as certain consultants, leased workers or temporary employees). |
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Any personnel with responsibilities related to MSIM or who support MSIM as a business and have frequent interaction with Covered Persons or Investment Personnel as determined by Compliance (e.g., IT, Internal Audit, Legal, Compliance, Operations, Corporate Services and Human Resources). |
The definition of Covered Person may vary by location. Please contact Compliance if you have any question as to your status as a Covered Person.
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Any other persons falling within such definition under Rule 17j-1 of the Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be so deemed by Compliance from time to time. |
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Covered Securities includes generally all equity or debt securities, including derivatives of securities (such as options, warrants and |
| 4 | The term Access Person is now made consistent with the Morgan Stanley Code of Conduct to avoid confusion. |
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ADRs), futures, commodities, securities indices, exchange-traded funds, open-end mutual funds for which MSIM acts as adviser or sub-adviser, closed-end funds, corporate and municipal bonds and similar instruments, but do not include Exempt Securities, as defined below. Please refer to Schedule A for application of the Code to various security types. |
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Employees means MSIM employees. For purposes of this Code, all Employees are considered Covered Persons. |
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Employee Securities Account is any account in your own name and other accounts you could be expected to influence or control, in whole or in part, directly or indirectly, whether for securities or other financial instruments, and that are capable of holding Covered Securities, as defined below. This includes accounts owned by you and: |
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accounts of your spouse or domestic partner; |
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accounts of your children or other relatives of you or your spouse or domestic partner who reside in the same household as you and to whom you contribute substantial financial support (e.g., a child in college that is claimed as a dependent on your income tax return or who receives health benefits through you); |
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accounts where you obtain benefits substantially equivalent to ownership of securities; |
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accounts that you or the persons described above could be expected to influence or control, such as: |
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joint accounts; |
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family accounts; |
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retirement accounts ; |
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corporate accounts; |
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trust accounts for which you act as trustee where you have the power to effect investment decisions or that you otherwise guide or influence; |
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arrangements similar to trust accounts that benefit you directly; |
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accounts for which you act as custodian; and |
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partnership accounts. |
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Exempt Securities are securities that are not subject to the pre- clearance, holding and reporting requirements of the Code, such as: |
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Bankers acceptances, bank certificates of deposit and commercial paper; |
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Investment grade, short-term debt instruments, including repurchase agreements (which for these purposes are repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated in one of the two highest categories by a nationally recognized statistical rating organization); |
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Direct obligations of the U.S. Government 5 ; |
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Shares held in money market funds; |
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Variable insurance products that invest in funds for which MSIM does not act as adviser or sub-adviser; and |
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Open-end mutual funds for which MSIM does not act as adviser or sub-adviser. |
Please refer to Schedule A for application of the Code to various security types.
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Firm means Morgan Stanley, MSIMs parent company. |
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Investment Personnel means and includes: |
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Employees in the Global Equity, Global Fixed Income and Alternative Investments Groups, including portfolio managers, traders, research analysts, support staff, etc., and any other Covered Person who obtains or has access to information concerning investment recommendations made to any Client; and |
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Any persons designated as Investment Personnel by Compliance. |
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IPO means an initial public offering of equity securities registered with the U.S. Securities and Exchange Commission or a foreign financial regulatory authority. |
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Morgan Stanley Broker means a broker-dealer affiliated with Morgan Stanley. |
| 5 | Includes securities that are backed by the full faith and credit of the U.S. Government for the timely payment of principal and interest, such as Ginnie Maes, U.S. Savings Bonds, and U.S. Treasuries, and equivalent securities issued by non-U.S. governments. |
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Morgan Stanley Investment Management or MSIM means the companies and businesses comprising Morgan Stanleys Investment Management Division. See Schedule B . |
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Mutual Funds includes all open-end mutual funds and similar pooled investment vehicles established in non-U.S. jurisdictions, such as registered investment trusts in Japan, but do not include shares of open-end money market mutual funds (unless otherwise directed by Compliance). |
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Outside Activity means any organized or business activity conducted outside of MSIM. This includes, but is not limited to, participation on a board of a charitable organization, part-time employment or formation of a limited partnership. |
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Portfolio Managers are Employees who are primarily responsible for the day-to-day management of a Client portfolio. |
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Private Placement means a securities offering that is exempt from registration under certain provisions of the U.S. securities laws and/or similar laws of non-U.S. jurisdictions. If you are unsure whether the securities are issued in a private placement, please consult with Compliance. |
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Proprietary or Sub-advised Mutual Fund means any open-end Mutual Fund for which MSIM acts as investment adviser or sub-adviser. |
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Research Analysts are Employees whose assigned duties solely are to make investment recommendations to or for the benefit of any Client portfolio. |
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Senior Loan Employee means any Employee who has knowledge of, or has access to, investment decisions of any MSIM senior loan fund. |
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Unit Investment Trust(s) or UIT(s) include registered trusts in which a fixed, unmanaged portfolio of securities is purchased. |
| E. | Grounds for Disqualification from Employment |
Pursuant to the terms of Section 9 of the Advisers Act, no director, officer or employee of MSIM may become, or continue to remain, an officer, director or employee without an exemptive order issued by the U.S. Securities and Exchange Commission if such director, officer or employee:
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within the past ten years has been convicted of any felony or misdemeanor (i) involving the purchase or sale of any security; or (ii) arising out of his or her conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or |
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is or becomes permanently or temporarily enjoined by any court from: (i) acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or (ii) engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security. |
You are obligated to report any conviction or injunction described here to Compliance immediately.
| F. | Other Policies and Procedures |
In addition to this Code, you are also subject to the Morgan Stanley Investment Management Compliance Manuals and the Morgan Stanley Code of Conduct .
Please contact Compliance for additional policies applicable in your region.
| II. | PRE-CLEARANCE REQUIREMENTS |
| A. | Employee Securities Accounts |
Generally, you must maintain all Employee Securities Accounts that may invest in Covered Securities at a Morgan Stanley Broker. Situations in non-U.S. offices may vary. New Employees must transfer, at their expense, their Employee Securities Account(s) to a Morgan Stanley Broker as soon as
9
practical (generally within 30 days of becoming a Covered Person). Failure to do so will be considered a significant violation of this Code.
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Process for Opening a Morgan Stanley Brokerage Account. |
When opening an account with a Morgan Stanley Broker, you must notify the Broker that you are an MSIM Employee and that all Employee Securities Accounts opened by you must be coded as an employee or employee-related account. You are responsible for reporting your Morgan Stanley Brokerage account number to Compliance during the Quarterly Transactions Reporting process.
Prior approval from Compliance is not required. The process in non-U.S. offices may vary.
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Non-Morgan Stanley Accounts by Special Permission only. |
Exceptions to the requirement to maintain Employee Securities Accounts at a Morgan Stanley Broker are rare and will be granted only with the prior written approval of Compliance. If your request is approved, you will be required to ensure that duplicate confirmations and statements are sent to Compliance. Situations in non-U.S. offices may vary.
If you maintain an outside account without appropriate approval, you must immediately disclose this to Compliance.
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Individual Savings Accounts (ISAs for employees of MSIM Ltd.) |
MSIM Ltd. employees are permitted to establish ISAs with outside managers but details may require pre-clearance. The degree of reporting that will be required will depend on the type of ISA held. Fully discretionary managed ISAs (i.e. an independent manager makes the investment decisions) may be established and maintained without the prior approval of Compliance, provided that you exercise no influence or control on stock selection or other investment decisions. Once an ISA is established, details must be disclosed via the Firm's Outside Business Interests system ("OBI"). Non-discretionary ISAs (including single company ISAs) where an employee makes investment decisions may only be established and maintained if pre-clearance from Compliance is sought, duplicate statements are supplied to Compliance and the Code of Ethics quarterly and annual reporting requirements are met.
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Mutual Fund Accounts |
You may open an account for the exclusive purchase of open-end Mutual Funds, including Proprietary Mutual Funds (i.e. an account directly with a fund transfer agent) without prior approval from Compliance. If the account is opened for the purchase of Sub- Advised Mutual Funds, duplicate confirmations of all transactions and account statements must be sent to Compliance.
MSIM Private Limited Employees . Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See Schedule C.
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Discretionary Managed Accounts. |
You may open a fully discretionary managed account (Discretionary Managed Account) at Morgan Stanley if the account meets the standards set forth below. In certain circumstances and with the prior written approval of Compliance, you may appoint non-Morgan Stanley managers (e.g., trust companies, banks or registered investment advisers) to manage your account.
In order to establish a Discretionary Managed Account, you must grant to the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be made aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest, the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments.
To open a Morgan Stanley Discretionary Managed Account, you must submit the appropriate Discretionary Managed Account form, along with the required documentation (i.e. the advisory agreement or contract with the manager) to Compliance. See Schedule C.
If it is managed by a non-Morgan Stanley manager, please submit the request in the OBI system and arrange for duplicate copies of trade confirmations and statements to be sent to Compliance.
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Issuer Purchase Plans. |
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You may open an account directly with an issuer to purchase its shares, such as a dividend reinvestment plan, or DRIP, by submitting the DRIP form to your local Compliance group and by pre-clearing the initial purchase and any sales of shares. See Schedule C . You must also report holdings annually to Compliance.
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Other Morgan Stanley Accounts: |
Employee Stock Purchase Plan (ESPP)
Employee Stock Ownership Plan (ESOP)
Employee Incentive Compensation Plan (EICP)
Morgan Stanley 401(k) (401(k)).
You do not have to pre-clear participation in the Morgan Stanley ESPP, ESOP, EICP or 401(k) Plan with Compliance. However, you must disclose participation in any of these plans (quarterly, upon initial participation, and on annual certifications).
| NOTE: PARTICIPATION IN A NON-MORGAN STANLEY 401(k) PLAN OR SIMILAR ACCOUNT THAT PERMITS YOU TO TRADE COVERED SECURITIES MUST BE PRE-APPROVED BY COMPLIANCE. |
| |
Investment Clubs |
You may not participate in or solicit transactions on behalf of investment clubs in which members pool their funds to make investments in securities or other financial products.
| |
529 Plans |
You do not have to pre-clear participation in a 529 Plan with Compliance.
| B. | Personal Trading |
You are required to obtain pre-clearance of personal securities transactions in Covered Securities, other than transactions in Proprietary or Sub-advised Mutual Funds. Exempt Securities do not require pre-clearance. Please see the Securities Transaction Matrix attached as Schedule A for additional information about when pre-clearance is or may not be required.
| |
Initiating a Transaction. |
Pre-clearance must be obtained by entering the trade request into the Trade Pre-Clearance System by typing TPC into your internet browser. For regions without access to TPC, please contact
12
Compliance. See Schedule C . Once Compliance has performed the necessary checks, Compliance will notify you promptly regarding your request.
| |
Pre-Clearance Valid for One Day Only. |
If your request is approved, such approval is valid only for the day it is granted. Any transaction not completed on that day will require a new approval. This means that open orders, such as limit orders and stop-loss orders, must be pre-cleared each day until the transaction is effected. 6
| |
Holding Requirement and Repurchase Limitations |
Proprietary or Sub-advised Mutual Funds
You may not redeem or exchange Proprietary Mutual Funds (i.e., Morgan Stanley or Van Kampen funds) until at least 30 calendar days from the purchase trade date.
Sub-advised Mutual Funds are not subject to a holding period but do carry a reporting requirement, as detailed below.
All other Covered Securities
You may not sell a Covered Security until you have held it for at least 30 days.
If you sell a Covered Security, you may not repurchase the same security for at least 30 days.
MSAITM Employees . In case of selling equity and equity-linked notes, Covered Persons at MSAITM must hold such instruments for at least six months; however, Compliance may grant an exception if the instruments are held for at least 30 calendar days from the date of purchase. This includes transactions in MS stock.
MSIM Private Limited Employees . Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See Schedule C .
| |
Restrictions and Requirements for Portfolio Managers and Investment Personnel . |
Blackout Period . No purchase or sale transaction may be made in any Covered Security or a related investment (i.e., derivatives) by a
| 6 | In the case of trades in international markets where the market has already closed, transactions must be executed by the next close of trading in that market. |
13
Portfolio Manager for a period of seven calendar days before or seven calendar days after the Portfolio Manager purchases or sells the security on behalf of a Client. A Portfolio Manager may request an exception from the blackout period if the Covered Security was traded for an index fund or index portfolio.
In addition, Investment Personnel who have knowledge of a Portfolio Managers trading activity are subject to the same blackout period.
Investment Personnel must also obtain an additional signature from their manager prior to pre-clearance.
MSIM Private Limited Employees . Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See Schedule C.
UITs . Investment Personnel involved in determining the composition of a UIT portfolio, or who have knowledge of the composition of a UIT portfolio prior to deposit, are considered Portfolio Managers and may not buy or sell a Covered Security within seven calendar days before or seven calendar days after such Covered Security is included in the initial deposit of a UIT portfolio.
Closed-End Funds. Portfolio Managers are permitted to purchase closed-end funds that they manage and that are not traded on an exchange with prior approval from Compliance.
| |
Restrictions for Research Analysts |
Research Analysts may not own or trade any Covered Security for which he or she provides research coverage. If a Research Analyst commences research coverage for a Covered Security that he or she already owns, the Research Analyst may be asked to sell the Covered Security to avoid any potential or actual conflict of interest.
| |
Restrictions for Senior Loan Employees |
Senior Loan Employees may not purchase any Covered Security issued by any company that has a loan or loans held in any senior loan fund.
As a reminder, Senior Loan Employees are also subject to the MSIM Senior Loan Firewall Procedures .
14
| |
Transactions in Morgan Stanley (MS) Stock |
You may only transact in MS stock during designated window periods. This includes the gifting of MS Stock. If you are transacting in MS stock through a brokerage account, you are no longer required to pre-clear the transaction through Compliance . Similarly, you do not have to pre-clear transactions in MS stock sold out of your EICP, ESOP, ESPP or 401(k) Plan. All other holding and reporting requirements for Covered Securities still apply.
For MSAITM employees, as noted above, a six-month holding period applies.
| |
Additional Restrictions for Access Persons. |
Morgan Stanley imposes additional restrictions on selling MS stock for Access Persons, as defined above.
Firm policy requires Access Persons, among other things, to hold a position in MS stock for a minimum of six months in their employee and employee-related accounts. If you are an Access Person, please consult the Window Period Announcement on the Firm intranet before transacting in MS stock.
As always, employees may never buy or sell MS stock if in possession of material, non-public information regarding Morgan Stanley.
| |
Trading Derivatives |
You may not trade forward contracts, physical commodities and related derivatives, currencies, over-the-counter warrants or swaps.
In addition, you may not trade futures under this Code.
The following is a list of permitted options trading:
Call Options .
Listed Call Options . You may purchase a listed call option only if the call option has a period to expiration of at least 30 days from the date of purchase and you hold the call option for at least 30 days prior to sale. If you choose to exercise the option, you must also hold the underlying security delivered pursuant to the exercise for 30 days.
15
Covered Calls . You may also sell (or write) a call option only if you have held the underlying security (in the corresponding quantity) for at least 30 days.
Put Options .
Listed Put Options . You may purchase a listed put option only if the put option has a period to expiration of at least 30 days from the date of purchase and you hold the put option for at least 30 days prior to sale. If you purchase a put option on a security you already own, you may only exercise the put once you have held the underlying security for 30 days.
Selling Puts . You may not sell (write) a put.
Please note that you must obtain pre-clearance to exercise an option as well as to purchase or sell an option.
| |
Other Restrictions |
Primary and Secondary Public Offerings . Consistent with the Code of Conduct, you and your Employee Securities Account(s) are prohibited from purchasing any equity security in an initial public offering. In addition, unless otherwise notified, you may not purchase an equity security that is part of a primary or secondary offering that the Firm is underwriting or selling until the distribution has been completed. Accordingly, you must consult Compliance prior to purchasing an equity security in a primary or secondary public offering to determine whether any restrictions apply.
Please note that this restriction applies to your immediate family as well, regardless of whether the accounts used to purchase these securities are considered Employee Securities Accounts.
Purchases of new issue debt are permitted, provided such purchases are pre-cleared and meet other relevant requirements of the Code.
MSIM Private Limited Employees . Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See Schedule C .
Open Client Orders . Personal trade requests will be denied if there is an open order for any Client in the same security or related security. Exemptions are granted if the Covered Security is being purchased or sold for a passively-managed index fund or index portfolio.
16
Short Sales . You may not engage in short selling of Covered Securities.
Restricted List . You may not transact in Covered Securities that appear on the Firmwide Restricted List. Compliance will check the Restricted List as part of its pre-clearance process.
| |
Other Criteria Considered in Pre-Clearance |
In spite of adhering to the requirements specified throughout this Section, Compliance, in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in its sole discretion without being required to specify any reason for the refusal.
| |
Reversal and Disgorgement |
Any transaction that is prohibited by this Section may be required to be reversed and any profits (or any differential between the sale price of the Personal Security Transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period) will be subject to disgorgement at the discretion of Compliance. Please see the Code Section regarding Enforcement and Sanctions below.
| C. | Other Pre-Clearance Requirements |
Please note that the following activities also require pre-clearance under the Code:
| |
Outside Activities |
| |
Investments in Private Placements |
| |
Political Contributions |
Please refer to the Sections below for more details on the additional Code requirements regarding these activities.
| III. | REPORTING REQUIREMENTS |
| A. | Initial Holdings and Brokerage Account(s) Reports and Certification |
When you begin employment with MSIM or you otherwise become a Covered Person, you must provide an Initial Listing of Securities Holdings and Brokerage Accounts Report to Compliance no later than 10 days after you become a Covered Person. The information must not be more than 45 days old from the day you became a Covered Person and must include:
17
| |
the title and type, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of any Covered Security; |
| |
the name of any broker-dealer, bank or financial institution where you hold an Employee Securities Account; |
| |
any Outside Activities; and |
| |
the date you submitted the Initial Holdings Report. |
| |
Certification |
All new Covered Persons will receive training on the principles and procedures of the Code. As a Covered Person, you must also certify that you have read, understand and agree to abide by the terms of the Code. See Schedule C .
| B. | Quarterly Transactions Report |
You must submit a Quarterly Transaction Report no later than 10 calendar days after the end of each calendar quarter to Compliance. The report must contain the following information about each transaction involving a Covered Security:
| |
the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares and principal amount of any Covered Security; |
| |
the nature of the transaction (i.e. purchase, sale or other type of acquisition or disposition); |
| |
the price of the security at which the transaction was effected; |
| |
the name of the broker-dealer or bank with or through which the transaction was effected; and |
| |
the date you submitted the Quarterly Report. |
| |
Exceptions |
You do not have to submit a Quarterly Transactions Report if it would duplicate information in broker trade confirmations or account statements Compliance already receives or may access, such as Morgan Stanley brokerage accounts, direct accounts for the
18
purchase of Proprietary Mutual Funds and employee-benefit related accounts (i.e. Morgan Stanley 401(k), ESPP, ESOP, and EICP). For non-Morgan Stanley confirmations and account statements, Compliance must receive this information no later than 30 days after the end of the applicable calendar quarter.
A reminder to complete the Quarterly Transaction Report will be provided to you by Compliance at the end of each calendar quarter. See Schedule C .
| C. | Annual Holdings Report and Certification of Compliance |
Annually, you must report holdings and transactions in Covered Securities by completing the Annual Holdings Report and Certification of Compliance, which includes the following information:
| |
a listing of your current Morgan Stanley brokerage account(s); |
| |
a listing of all securities beneficially owned by you in these account(s); |
| |
all your approved Outside Activities, including non- Morgan Stanley brokerage accounts, Private Placements and Outside Activities; and |
| |
all other investments you hold outside of Morgan Stanley (such as DRIPs, other 401(k)s and any securities held in certificate form). |
The information must not be more than 45 days old on the day you submit the information to Compliance. You must also certify that you have read and agree to abide by the requirements of the Code and that you are in compliance with the Code. The Report must be submitted within 30 days after the end of each year.
The link to the Annual Holdings Report and Certification of Compliance will be provided to you by Compliance. See Schedule C .
| IV. | OUTSIDE ACTIVITIES AND PRIVATE PLACEMENTS |
| A. | Approval to Engage in an Outside Activity |
You may not engage in any Outside Activity, regardless of whether or not you receive compensation , without prior approval from Compliance. If you receive approval, it is your responsibility to notify Compliance
19
immediately if any conflict or potential conflict of interest arises in the course of the Outside Activity.
Examples of an Outside Activity include providing consulting services, organizing a company, giving a formal lecture or publishing a book or article, accepting compensation from any person or organization other than the Firm, serving as an officer, employee, director, partner, member, or advisory board member of a company or organization not affiliated with the Firm, whether or not related to the financial services industry (including charitable organizations or activities for which you do not receive compensation). Generally, you will not be approved for any Outside Activity related to the securities or financial services industry other than activities that reflect the interests of the industry as a whole and that are not competitive with those of the Firm.
A request to serve on the board of any company, especially the board of a public company, will be granted in very limited instances only. If you receive an approval, your directorship will be subject to the implementation of information barrier procedures to isolate you from making investment decisions for Clients concerning the company in question, as applicable.
| B. | Approval to Invest in a Private Placement |
You may not invest in a Private Placement of any kind without prior approval from Compliance. Private Placements include investments in privately held corporations, limited partnerships, tax shelter programs and hedge funds (including those sponsored by Morgan Stanley or its affiliates).
MSIM Private Limited Employees . Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See Schedule C .
| C. | Approval Process |
You must request pre-clearance of Outside Activities and Private Placements online through the Outside Business Interest system by typing OBI into your intranet browser.
| D. | Client Investment into Private Placement |
If you have a personal position in an issuer through a Private Placement, you must contact Compliance immediately if you are involved in considering any subsequent investment decision on behalf of a Client regarding any security of that issuer or its affiliate. In these instances, the relevant Chief Investment Officer will make an independent determination of the final investment decision
20
and document the same, with a copy to Compliance.
| V. | POLITICAL CONTRIBUTIONS |
Morgan Stanley places certain restrictions and obligations on its employees in connection with their political contributions and solicitation activities. Morgan Stanleys Policy on U.S. Political Contributions and Activities (the Policy) is designed to permit Employees, Morgan Stanley and the Morgan Stanley Political Action Committee to pursue legitimate political activities and to make political contributions to the extent permitted under applicable regulations. The Policy prohibits any political contributions, whether in cash or in kind, to state or local officials or candidates in the United States that are intended or may appear to influence the awarding of municipal finance business to Morgan Stanley or the retention of that business.
You are required to obtain pre-clearance from Compliance prior to making any political contribution to or participating in any political solicitation activity on behalf of a U.S. federal, state or local political candidate, official, party or organization by completing a Political Contributions Pre-Clearance Form. See Schedule C .
Restricted Persons, as defined in the Policy, and certain executive officers are required to report to Compliance, on a quarterly basis, all state and local political contributions. Compliance will distribute disclosure forms to the relevant individuals each quarter. The information included on these forms will be used by Morgan Stanley to ensure compliance with the Policy and with any applicable rules, regulations and requirements. In addition, as required by applicable rules, Morgan Stanley will disclose to the appropriate regulators on a quarterly basis any reported political contributions by Restricted Persons.
Violations of this Policy can have serious implications on Morgan Stanleys ability to do business in certain jurisdictions. Contact Compliance if you have any questions.
| VI. | GIFTS AND ENTERTAINMENT |
Morgan Stanleys Code of Conduct sets forth specific conditions under which employees and their family members may accept or give gifts or entertainment. In general, employees and their families may not accept or give gifts or special favors (other than an occasional non-cash gift of nominal value) from or to any person or organization with which Morgan Stanley has a current or potential business relationship. Please contact Compliance for your regions Gifts and Entertainment policy.
21
| VII. | CONSULTANTS AND TEMPORARY EMPLOYEES |
Consultants and other temporary employees who fall under the definition of a Covered Person by virtue of their duties and responsibilities with MSIM (i.e. any person who provides investment advice on behalf of MSIM, is subject to the supervision and control of MSIM and who has access to nonpublic information regarding any Clients purchase or sale of securities, or who is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic) must adhere to the following Code provisions:
| |
Reporting on an initial, quarterly and annual basis; |
| |
Duplicate confirmations and statements sent to Compliance for transactions in any Covered Security; |
| |
Restriction from participating in any IPOs; |
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Pre-clearance of any Outside Activities and Private Placements. |
Only consultants or temporary employees hired for more than one year are required to transfer any brokerage accounts to Morgan Stanley.
| VIII. | REVIEW, INTERPRETATIONS AND EXCEPTIONS |
Compliance is responsible for administering the Code and reviewing your Initial, Quarterly and Annual Reports. Compliance has the authority to make final decisions regarding Code policies and may grant an exception to a policy as long as it determines that no abuse or potential abuse is involved. Compliance will grant exceptions only in rare and unusual circumstances, such as financial hardship. You must contact Compliance with any questions regarding the applicability, meaning or administration of the Code, including requests for an exception, in advance of any contemplated transaction.
| IX. | ENFORCEMENT AND SANCTIONS |
Violations of this Code may be reported to the Chief Compliance Officer and on a quarterly basis to senior management and the applicable funds board of directors. MSIM may issue letters of warning or impose sanctions as appropriate, including notifying the Covered Persons manager, issuing a reprimand (orally or in writing), monetary fine, demotion, suspension or termination of employment. The following is a schedule of sanctions that may be imposed for failure to abide by the requirements of the Code. Violations are considered on a cumulative basis.
These sanctions are intended to be guidelines only. Compliance, in its discretion, may recommend alternative actions, including imposition of more severe sanctions, if deemed warranted by the facts and circumstances of each situation. Senior
22
management at MSIM, including the Chief Compliance Officer, are authorized to determine the choice of actions to be taken in specific cases.
Sanctions may vary based on regulatory concerns in your jurisdiction.
23
|
Violation |
Sanction |
|||
|
Failing to complete documentation or meet reporting requirements (i.e. Annual Certification or Code of Ethics acknowledgement; provision of statements and confirms) in a timely manner |
1 st Offense
|
Letter of Warning
|
||
|
2 nd Offense
|
Violation Letter plus $200 Fine | |||
| 3 rd Offense | Violation Letter and $300 Fine plus 3-month trading ban | |||
| Failing to obtain authorization for a trade or trading on day after pre-clearance is granted for a personal securities transaction | 1 st Offense | Letter of Warning; possible reversal of trade with any profits donated to charity | ||
| 2 nd Offense | Violation Letter; possible reversal of trade with any profits donated to charity plus a fine representing 5% of net trade amount donated to charity | |||
| 3 rd Offense | Violation Letter; possible reversal of trade with any profits donated to charity and a fine representing 5% of net trade amount donated to charity plus a 3-month trading ban | |||
| Trading within 30 day holding period (6 months for MSAITM) or trading MS stock outside designated window periods | 1 st Offense | Letter of Warning; mandatory reversal of trade with any profits donated to charity | ||
| 2 nd Offense | Violation Letter; mandatory reversal of trade with any profits donated to charity plus a fine representing 5% of net trade amount donated to charity | |||
| 3 rd Offense | Violation Letter; mandatory reversal of trade with any profits donated to charity and a fine representing 5% of net trade amount donated to charity, plus a 3-month trading ban. | |||
24
25
SCHEDULE A
SECURITIES TRANSACTION MATRIX
|
TYPE OF SECURITY
|
Pre-Clearance Required |
Reporting Required |
Holding Required |
|||
|
Covered Securities
|
||||||
|
|
||||||
|
Pooled Investment Vehicles : |
||||||
|
Closed-End Funds |
Yes | Yes | Yes | |||
|
Open-End Mutual Funds advised by MSIM |
No | Yes | Yes | |||
|
Open-End Mutual Funds sub-advised by MSIM |
No | Yes | No | |||
|
Unit Investment Trusts |
No | Yes | No | |||
|
Exchange Traded Funds (ETFs) |
Yes | Yes | Yes | |||
|
|
||||||
|
Equities : |
||||||
|
MS Stock 7 |
No | Yes | Yes | |||
|
Common Stocks |
Yes | Yes | Yes | |||
|
Listed depository receipts e.g. ADRs, ADSs, GDRs |
Yes | Yes | Yes | |||
|
DRIPs 8 |
Yes | Yes | Yes | |||
|
Stock Splits |
No | Yes | Yes | |||
|
Rights |
Yes | Yes | Yes | |||
|
Stock Dividend |
No | Yes | Yes | |||
|
Warrants (Exercised) |
Yes | Yes | Yes | |||
|
Preferred Stock |
Yes | Yes | Yes | |||
|
Initial Public Offerings (equity IPOs) |
PROHIBITED | |||||
|
Hedge Funds |
Yes | Yes | No | |||
|
|
||||||
|
Derivatives |
||||||
|
MS (stock options) |
Yes | Yes | Yes | |||
|
Common Stock Options |
Yes | Yes | Yes | |||
|
Forward Contracts |
PROHIBITED | |||||
|
Commodities |
PROHIBITED | |||||
|
Currencies |
PROHIBITED | |||||
|
OTC warrants or swaps |
PROHIBITED | |||||
|
Futures |
PROHIBITED | |||||
7 Employees may only transact in MS stock during designated window periods.
8 Automatic purchases for dividend reinvestment plan are not subject to pre-approval requirements.
|
Fixed Income Instruments : |
||||||
|
Fannie Mae |
Yes | Yes | Yes | |||
|
Freddie Mac |
Yes | Yes | Yes | |||
|
Corporate Bonds |
Yes | Yes | Yes | |||
|
Convertible Bonds (converted) |
Yes | Yes | Yes | |||
|
Municipal Bonds |
Yes | Yes | Yes | |||
|
New Issues (fixed income) |
Yes | Yes | Yes | |||
|
Private Placements (e.g. limited partnerships) |
Yes | Yes | N/A | |||
|
Outside Activities |
Yes | Yes | N/A | |||
|
Investment Clubs |
PROHIBITED | |||||
|
Exempt Securities
|
||||||
|
Mutual Funds (open-end) not advised or sub-advised by MSIM |
No | No | No | |||
|
US Treasury 9 |
No | No | No | |||
|
CDs |
No | No | No | |||
|
Money Markets |
No | No | No | |||
|
GNMA |
No | No | No | |||
|
Commercial Paper |
No | No | No | |||
|
Bankers Acceptances |
No | No | No | |||
|
Investment Grade Short-Term Debt Instruments 10 |
No | No | No | |||
9 For international offices, the equivalent shares in fixed income securities issued by the government of their respective jurisdiction (i.e. international government debt).
10 For these purposes, repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated as investment grade by a nationally recognized statistical rating organization.
SCHEDULE B
MSIM AFFILIATES
Registered Investment Advisers
Morgan Stanley Investment Advisors Inc.
Morgan Stanley Investment Management Inc.
Morgan Stanley AIP GP LP
Morgan Stanley Alternative Investment Partners LP
Private Investment Partners, Inc.
Van Kampen Asset Management
Van Kampen Advisors Inc.
Morgan Stanley Investment Management Limited (London)
Morgan Stanley Investment Management Company (Singapore)
Morgan Stanley Asset & Investment Trust Management Co., Limited (Tokyo)
Morgan Stanley Investment Management Private Limited (Mumbai)*
Morgan Stanley Investment Management Proprietary (Pty) Limited (Australia)*
Broker-Dealers
Morgan Stanley Distributors Inc.
Morgan Stanley Distribution Inc.
Transfer Agent
Morgan Stanley Services Company Inc.
Morgan Stanley Trust Co.
Van Kampen Investments, Inc.
Van Kampen Funds Inc.
Van Kampen Investor Services Inc.
| * | Not registered with the Securities and Exchange Commission. |
SCHEDULE C
CODE OF ETHICS FORMS
Procedures and Forms in non-U.S. offices may vary
Account Opening Forms
Morgan Stanley Discretionary Managed Account
Non-Morgan Stanley Discretionary Managed Account ( OBI )
Dividend Reinvestment Plan (DRIPs)
| |
As per the Code of Ethics, you must pre-clear the initial purchase in a DRIP Plan ( TPC ) |
Transaction Pre-Clearance
Trade Pre-Clearance System ( TPC )
Personal Securities Transaction Form for non-US regions (Please contact your local Compliance group)
Outside Business Interest System (Outside Activities and Private Placements)( OBI ) Political Contributions ( PCT )
Reporting Forms
Initial Holdings Report
Quarterly Transactions Report ( QTR Form )
Annual Holdings Report and Certification of Compliance (Please contact your local Compliance group)
Code of Ethics Certifications
Initial Certification (Please contact your local Compliance group)
Certification of Amended Code (Please contact your local Compliance group)
Annual Certification (Please contact your local Compliance group)
Regional Information
MSIM India Employee Trading Policy
Exhibit 28(p)11
Code of Ethics Westwood Management Corp.
CODE OF ETHICS
(Revised November 2008)
Westwood Management Corporation
Westwood Trust
Westwood Holdings Group, Inc.
Each Registered Investment Company or series thereof (each of which is considered to be a Company for this purpose) for which the company listed above presently or hereafter provides investment advisory services, other than a money market fund or a fund that does not invest in Securities.
| I. | Introduction |
The purpose of this Code of Ethics is to promote honest and ethical conduct, focus the Board of Directors and management of Westwood Holdings Group, Inc. on areas of ethical risk, provide guidance to directors, officers and employees to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct and help to preserve the culture of honesty and accountability at the Company.
This Code of Ethics establishes rules of conduct for persons who are associated with the companies named above or with the registered investment companies for which such companies provide investment advisory or principal underwriter services. The Code governs their personal investment and other investment-related activities.
The basic rule is very simple: put the clients interests first. The rest of the rules elaborate this principle. This Code is intended to assist the companies in fulfilling their obligations under the law. Article I lays out who the Code applies to, Article II deals with personal investment activities, Article III deals with other sensitive business practices, and subsequent parts deal with reporting and administrative procedures.
The Code is very important to the companies and their employees. Violations can not only cause the companies embarrassment, loss of business, legal restrictions, fines and other punishments, but for employees can lead to demotion, suspension, firing, ejection from the securities business, and very large fines.
| II. | Applicability |
| (A) | The Code applies to each of the following: |
| 1. |
The Companies named or described at the top of page one of the Code and all entities that are under common management with |
|
these Companies or otherwise agree to be subject to the Code (Affiliates). A listing of the Affiliates, which is periodically updated, is attached as Exhibit A. |
| 2. | Any officer, director or employee of any Company, Affiliate or Fund Client (as defined below). |
| 3. | With respect to all of the Companies, Affiliates and Fund Clients except Westwood Management Corporation, any natural person who controls any of the Companies, Affiliates or Fund Clients and who obtains information regarding the Companys or the Affiliates investment recommendations or decisions. However, a person whose control arises only as a result of his official position with such entity is excluded. Disinterested directors of Fund Clients and independent directors of the Companies (excluding Westwood Management Corporation) for example, are excluded from coverage under this item. |
| 4. | Any director, officer, general partner or person performing a similar function even if he has no knowledge of and is not involved in the investment process. Disinterested directors of Fund Clients and independent directors of the Companies (excluding Westwood Management Corporation) are included in coverage under this item. |
| 5. | As an exception, the Code does not apply to any director, officer or employee of any fund Client (such as certain of The Gabelli Westwood Funds) with respect to which the Companies services do not involve the formulation or making of investment recommendations or decisions or the execution of portfolio transactions if that person is also a director, officer or employee of any entity that does perform such services (such as Westwood Management Corp.). These individuals are covered by codes of ethics adopted by such entities. |
| (B) | Definitions |
| 1. | Access Persons . The Companies and the persons described in items (A)2 and (A)3 above other than those excluded by item (A)5 above. |
| 2. |
Access Person Account . Includes all advisory, brokerage, trust or other accounts or forms of direct beneficial ownership in which one or more Access Person and/or one or more members of an Access Persons immediate family have a substantial proportionate economic interest. Immediate family includes an Access Persons |
2
|
spouse and minor children and any family member living in the same household as the Access Person. A substantial proportionate economic interest will generally be 10% of the equity in the account in the case of an Access Person and 25% of the equity in the account in the case of all Access Persons in the aggregate whichever is first applicable. Investment partnerships and similar indirect means of ownership other than registered open-end investment companies are also treated as accounts. |
As an exception, accounts in which one or more Access Persons and/or their immediate family have a substantial proportionate interest which are maintained with persons who have no affiliation with the companies and with respect to which no Access Person has, in the judgment of the Compliance Officer after reviewing the terms and circumstances, any direct or indirect influence or control over the investment or portfolio execution process are not Access Person Accounts.
As a further exception, subject to the provisions of Article III(I)6, bona fide market making accounts of Gabelli & Company are not Access Person Accounts.
As a further exception, subject to the provisions of Article III(I)6, bona fide error accounts of the Companies and the Affiliates are not Access Person Accounts.
| 3. | Clients . Investment advisory accounts maintained with any of the Companies or Affiliates by any person, other than Access Person Accounts. However, Fund Clients covered by item (A)5 above are considered Client accounts only with respect to employees specifically identified by the Compliance Officer as having regular information regarding investment recommendations or decisions or portfolio transactions for such Fund Clients. |
| 4. | Companies . The companies named or described at the top of page one of the Code. |
| 5. | Compliance Officer . The person designated as Westwoods Chief Compliance Officer. |
| 6. | Covered Persons . The Companies, the Access Persons and the persons described in item (A)4 above. |
| 7. | Executive Manager . The CEO or President of Westwood Management Corp. |
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| 8. | Fund Clients . Clients that are registered investment companies or series thereof. |
| 9. | Portfolio Managers . Access Persons who are principally responsible for investment decisions with respect to any Client accounts. |
| 10. | Security . Any financial instruments treated as a security for investment purposes and any related instruments such as futures, forward or swap contracts entered into with respect to one or more securities. However, the term security does not include securities issued by the Government of the United States, bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, or units of bank regulated commingled funds. |
| III. | Restrictions on Personal Investing Activities |
| (A) | Basic Restriction on Investing Activities |
If a Security is owned in any Client account, such Security or any related Security (such as an option, warrant or convertible security) may not be purchased or sold for any Access Person Account subject to the previously owned related Security exception set forth in paragraph (B) below. If an Access Person owns a Security that is subsequently purchased in any Client account, the Access Person may not sell such Security until it is sold out of all Client accounts. If a purchase or sale order is pending for any Client account by any Company or Affiliate, any request to purchase or sell such Security or any related Security (such as an option, warrant or convertible security) for an Access Person Account will be denied. If a Security is under active consideration for purchase in any Client account by any Company or Affiliate, any request to purchase or sell such Security or any related Security (such as an option, warrant or convertible security) for an Access Person Account may be denied at the discretion of the Compliance Officer and the Executive Manager.
| (B) | Investments owned prior to employment. |
If a Security is owned by an Access Person when such person becomes a new employee, such Access Person will not be asked to sell their position in the Security, but all future transactions in such Security will be subject to paragraph A.
In the case of a related Security (such as an option, warrant or convertible security) that is owned by an Access Person when such person becomes a new employee, the Access Person may not exercise/convert such related
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Security if a purchase or sale order is pending for any Client account by any Company or Affiliate. If the Security is under active consideration for purchase or sale in any Client account, any request to exercise/convert a related Security may be denied at the discretion of the Compliance Officer and the Executive Manager.
| (C) | Initial Public Offerings |
No Security or related Security may be acquired in an initial public offering for any Access Person Account.
| (D) | Blackout Period |
No Security or related Security may be bought, sold or exercised for any Access Person Account during the period commencing seven (7) calendar days prior to and ending seven (7) calendar days after the purchase or sale (or entry of an order for the purchase or sale) of that Security or any related Security for the account of any Client.
| (E) | Short-term Trading |
No Security or related Security may, within a 60-day period, be bought and sold or sold and bought at a profit for any Access Person Account.
| (F) | Exempt Transactions . The following transactions are exempt from the restrictions set forth in paragraphs (A), (B) and (D) above and do not require pre-clearance under paragraph (H) below: |
| 1. | Participation in an ongoing basis in an automatic investment plan including 401K plans or an issuers dividend reinvestment or stock purchase plan, |
| 2. | Participation in any transaction over which no Access Person had any direct or indirect influence or control, involuntary transactions (such as mergers, inheritances, gifts, etc.), |
| 3. | Shares of registered open-end investment companies other than shares of investment companies advised by the firm or its affiliates or subadvised by the firm, |
| 4. | Securities transactions processed for an Access Person Account that has been formed for the sole purpose of product development. |
| 5. | Non-convertible fixed income Securities rated at least A, and |
| 6. | Municipal Securities. |
| (G) | Permitted Exceptions |
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Purchases and sales of the following Securities for Access Person Accounts are exempt from the restrictions set forth in paragraphs A, C and D above if such purchases and sales comply with the preclearance requirements of paragraph (H) below:
| 1. | Shares of registered open-end investment companies advised by the firm or its affiliates or subadvised by the firm, and |
| 2. | Exchange traded funds. |
In addition, the exercise of rights that were received pro rata with other security holders is exempt if the preclearance procedures are satisfied.
| (H) | Pre-Clearance of Personal Securities Transactions |
No Security or related Security (such as an option, warrant or convertible security) may be bought, sold or exercised for an Access Person Account unless (i) the Access Person obtains prior approval from an Executive Manager and the Compliance Officer, or in the absence of the Compliance Officer, from a designee of the Compliance Officer; (ii) the approved transaction is completed on the same day approval is received; and (iii) the Compliance Officer or an Executive Manager does not rescind such approval prior to execution of the transaction. (See paragraph J below for details of the Pre-Clearance Process.)
| (I) | Private Placements |
The purchases or sale of Securities that are not publicly traded will not be approved unless the Access Person provides full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of such persons activities on behalf of any Client) and the Compliance Officer and an Executive Manager conclude, after consultation with one or more of the relevant Portfolio Managers, that the Companies would have no foreseeable interest in investing in such Security or any related Security for the account of any Client.
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| (J) | Pre-Clearance Process |
| 1. | No Security may be purchased or sold for any Access Person Account unless the particular transaction has been approved in writing by an Executive Manager and the Compliance Officer, or in the absence of the Compliance Officer, a designee of the Compliance Officer. The Compliance Officer shall review, not less frequently than weekly, confirmations from brokers to assure that all transactions effected for Access Person Accounts are effected in compliance with this Code. |
| 2. | Access Persons must direct brokerage and other firms with which they have Access Person Accounts to furnish to the Compliance Officer on a timely basis duplicate copies of confirmations of, and account statements concerning, all personal Securities transactions. |
| 3. | A Trading Approval Form, attached as Exhibit B, must be completed and submitted to the Compliance Officer for approval by the Compliance Officer and an Executive Manager prior to entry of an order. |
| 4. | After reviewing the proposed trade and the level of potential investment interest on behalf of Clients in the Security in question, the Compliance Officer and an Executive Manager shall approve (or disapprove) a trading order on behalf of an Access Person as expeditiously as possible. Transactions described in paragraph (G) above will generally be approved unless it is believed for any reason that the Access Person Account should not trade in such Security at such time. |
| 5. | Once an Access Persons Trading Approval Form is approved, the transaction must be executed on the same day. If the Access Persons trading order request is not approved, or is not executed on the same day it is approved, the clearance lapses although such trading order request may be resubmitted at a later date. |
| 6. | Trading approval for the Compliance Officer must be obtained from the CEO or President of Westwood Management Corp., and trading approval for the CEO and the President must be obtained from the Compliance Officer. |
| 7. | The Compliance Officer shall review all Trading Approval Forms, all initial, quarterly and annual disclosure certifications and the trading activities on behalf of all Client accounts with a view to ensuring that all Covered Persons are complying with the spirit as well as the detailed requirements of this Code. |
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| IV. | Other Investment-Related Restrictions |
| (A) | Conflicts of Interest |
Access Persons are prohibited from engaging in any activity, practice, or act which conflicts with, or appears to conflict with, the interests of the companies, its customers, or vendors. Covered Persons are required to fully disclose any potential conflict of interest to your supervisor/manager.
A conflict of interest exists when you, knowingly or unknowingly, engage in any activity that may compromise you, another employee, or the company in its relationship with a customer, vendor, or competitor.
| 1. | Gifts & Entertainment . Potential conflicts of interest with a customer, vendor, or competitor may include soliciting business for personal gain, accepting gifts other than those of nominal value (not more than $100), or requesting favors, discounts, or services. |
| a. | No Access Person shall accept any gift or other item of more than $100 in value from any client, competitor, or any person or entity that does business with or on behalf of any client. If you are offered, receive, or anticipate receiving something of value from any of the named entities, you must disclose the matter to your supervisor/manager. |
| b. | Access Persons shall report offers of entertainment (dinners, sports/concert events from any person or entity that does business with or on behalf of any Client. |
| c. | Westwood shall track all gifts and entertainment, if any, offered to and accepted by Taft Hartley clients. |
| 2. | Service as a Director . No Access Person shall commence service on the Board of Directors of a publicly traded company or any company in which any Client account has an interest without prior authorization from the Chief Compliance Officer based upon a determination that the Board service would not be inconsistent with the interests of the Clients. |
| (B) | Disclosure of Conflicts |
Full disclosure to your supervisor/manager of any potential conflict of interest is required as soon as such potential conflict is discovered. If you believe that unusual circumstances justify your engaging in an activity that may result in a conflict of interest, you may request in writing that your supervisor/manager or Compliance Department review the situation and grant an exception.
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| V. | Reports and Additional Compliance Procedures |
| (A) | Quarterly Transaction Reports |
Every Covered Person, except independent directors of Affiliates of the Companies, must submit a Transaction Report (Exhibit C) containing the information set forth in paragraph (C) below with respect to transactions in any Security in which such Covered Person has or by reason of such transactions acquires, any direct or indirect beneficial ownership (as defined in Exhibit D) in the Security; and with respect to any account established by the Covered Person in which any Securities were held for the direct or indirect benefit of the Covered Person subject to the exceptions listed below in paragraph (B).
| 1. | The Transaction Report must be submitted to the Compliance Officer no later than 10 days after the end of the calendar quarter in which the transaction or account to which the report relates was effected or established, and the report must contain the date that the report is submitted. |
| 2. | A Transaction report must contain the following information: |
| a. | The date of the transaction, the title and number of shares and the principal amount of each Security involved; |
| b. | The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
| c. | The price at which the transaction was effected; and |
| d. | The name of the broker, dealer or bank with or through whom the transaction was effected. |
| 3. | This report must contain the following information with respect to accounts established: |
| a. | The name of the broker, dealer or bank with whom the account was established; and |
| b. | The date the account was established. |
| (B) | Transaction Report Exceptions |
A Covered Person is not required to submit a report in the following instances:
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| 1. | A Covered Person who is required to make reports only because he is a director of one of the Fund Clients and who is a disinterested director thereof need not make a report with respect to any transactions other than those where he knew or should have known in the course of his duties as a director that any Fund Client of which he is a director has made or makes a purchase or sale of the same or a related Security within 15 days before or after the purchase or sale of such Security or related Security by such director. |
| 2. | A Covered Person need not make a report with respect to any transactions effected for, and Securities held in, any account over which such person does not have any direct or indirect influence or control; and |
| 3. | A Covered Person need not make a report with respect to any transactions effected pursuant to an automatic investment plan (this includes dividend reinvestment plans), |
| (C) | Ownership Admission |
Any report submitted to comply with the requirements of this Article V may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect benefit ownership in the Security to which the report relates. A person need not make any report under this Article V with respect to transaction effected for, and Securities held in, any account over which the person has no direct or indirect influence or control.
| (D) | Initial Holdings Report |
No later than 10 days after beginning employment with any of the Companies or Affiliates or otherwise becoming a Covered Person, each Covered Person (except for a disinterested director of the Fund Client or an independent director of the Companies (other than Westwood Management Corporation) who is required to submit reports solely by reason of being such a director) must submit an Initial Holdings Report (Exhibit E) containing the following information:
| 1. | The title, number of shares and principal amount of each Security in which the Covered Person had any direct or indirect beneficial ownership when the person became a Covered Person; |
| 2. |
The name of any broker, dealer or bank with whom the Covered Person maintained an account in which any Securities were held for the |
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direct or indirect benefit of the Covered Person as of the date the person became a Covered Person; and |
| 3. | The date that the report is submitted. |
| (E) | Annual Certification |
Annually each Covered Person must certify that he has read and understood the Code and recognizes that he is subject to such Code. In addition, annually each Covered Person must certify that he has disclosed or reported all personal Securities transactions required to be disclosed or reported under the Code and that he is not subject to any regulatory disability described in the annual certification form. Furthermore, each Covered Person (except for a disinterested director of the Fund Client or an independent director of any of the companies (other than Westwood Management Corporation) who is required to submit reports solely by reason of being such a director) annually must submit a report containing the following information (which information must be current as of a date no more than 30 days before the report is submitted):
| 1. | The title, number of shares and principal amount of each Security in which the Covered Person had any direct or indirect beneficial ownership; |
| 2. | The name of any broker, dealer or bank with whom the Covered Person maintains an account in which any Securities are held for the direct or indirect benefit of the Covered Person; and |
| 3. | The date that the report is submitted. |
The form of such certification and report is attached as Exhibits F and G.
| (F) | Duplicate Brokerage Statements in lieu of Reports |
A Covered Person will be deemed to have complied with the quarterly transaction report requirements of this Article V insofar as the Compliance Officer receives in a timely fashion duplicate monthly or quarterly brokerage statements on which all transactions required to be reported hereunder are described.
| (G) | Reporting of Violations |
| 1. | Violations of the Code of Ethics must be promptly reported to the Chief Compliance Officer. |
| a. | Anonymous reporting is acceptable. |
| b. | All violations will be reviewed by the Trade Monitoring and Compliance Committee. |
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| (H) | Board Report |
At least annually (or quarterly in the case of Items 4 and 5 below), each of the Companies that has a Fund Client or that provides principal underwriting services for a Fund Client shall, together with each Fund Client, furnish a written report to the Board of Directors of the Fund Client that:
| 1. | Describes any issues arising under the Code since the last report. |
| 2. | Certifies that Companies have developed procedures concerning Covered Persons personal trading activities and reporting requirements relevant to such Fund Clients that are reasonably necessary to prevent violations of the Code; |
| 3. | Recommends changes, if any, to the Fund Clients or the Companies Codes of Ethics or procedures; |
| 4. | Provided a summary of any material or substantive violations of this Code by Covered Persons with respect to such Fund Clients which occurred during the past quarter and the nature of any remedial action taken; and |
| 5. | Describes any material or significant exceptions to any provisions of this code of Ethics as determined under Article VI below. |
The Compliance Officer shall notify each employee of any of the Companies or Affiliates as to whether such person is considered to be an Access Person or Covered Person and shall notify each other that is considered to be an Access Person or Covered Person.
| VI. | Sanctions |
Upon discovering that a Covered Person has not complied with the requirements of this Code, the Board of Directors of the relevant Company or of the relevant Fund Client, whichever is most appropriate under the circumstances, may impose on that person whatever sanctions the Board deems appropriate, including, among other things, disgorgement of profit, censure, suspension or termination of employment. Material violations of requirements of this Code by employees of Covered Persons and any sanctions imposed in connection therewith shall be reported not less frequently than quarterly to the Board of Directors of any relevant Company or Fund Client, as applicable.
| VII. | Exceptions |
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| (A) | The Trade Monitoring Compliance Committee (the TMCC) of the Companies reserves the right to decide, on a case-by-case basis, exceptions to any provisions under this Code. Any exceptions made hereunder will be maintained in writing by the TMCC. |
| (B) | Personal Trading. Requests for exceptions to the personal investing restrictions set forth in Article III of this Code must be submitted in writing to the Chief Compliance Officer along with any Trading Approval Form required for the transaction. Following are guidelines that the TMCC will consider when reviewing requests for personal trading restriction exceptions: |
| 1. | Access to research/analyst information: an employee requesting an exception should have little or no access to research/analyst information; |
| 2. | De minimus trade: if an employee requests an exception for a transaction in a security that is held in a Client Account, the transaction must, in the opinion of the Chief Compliance Officer, be a de minimus trade, i.e. a small number of shares in a security with a large market cap and a high average trading volume that is not likely to adversely affect the price of the security; or |
| 3. | Expiration of stock options: the exercise of stock options granted by a previous employer that are about to expire. |
| VIII. | Preservation of Documents |
This Code, a copy of each report by a Covered Person, any written report made hereunder by the Companies or the Compliance Officer, lists of all persons required to make reports, a list of any exceptions, and the reasons therefore, with respect to Article II.C, and any records under Article II.H with respect to purchases pursuant to Article II.I above, shall be preserved with the records of the relevant Company and any relevant Fund Client for the period required by Rule 17j-l.
| IX. | Other Laws, Rules and Statements of Policy |
Nothing contained in this Code shall be interpreted as relieving any Covered Person from acting in accordance with the provision of any applicable law, rule or regulation or any other statement of policy or procedure governing the conduct of such person adopted by the Companies, the Affiliates or the Fund Clients.
All activities of the company must be conducted in full compliance with all applicable laws and regulations. Senior management should be informed regarding all matters pertinent to the companys position regarding such laws and regulations. The company expects all employees to follow the spirit as well as the letter of the law. In addition, Covered Persons are expected to fully comply with the companys Amended and Restated Insider Trading Policy that prohibits illegal insider trading and the use of material non-public information. All employees are
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expected to cooperate fully with the companys internal and outside auditors, attorneys, and regulatory examiners
| X. | Future Information |
If any person has any question with regard to the applicability of the provisions of this Code generally or with regard to any Securities transaction or transactions, he should consult the Chief Compliance Officer.
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Exhibit A
LIST OF AFFILIATES OF THE COMPANIES
Westwood Holdings Group, Inc.
Westwood Trust
Affiliated mutual funds:
WHG LargeCap Value Fund
WHG SMidCap Fund
WHG Income Opportunity Fund
WHG Balanced Fund
WHG SmallCap Value Fund
GAMCO Westwood Equity Fund
GAMCO Westwood Balanced Fund
GAMCO Westwood Intermediate Bond Fund
Callan Diversified Alpha
UBS PACE Large Company Value Equity Investments
The Timothy Plan Large/Mid-Cap Value Fund
The Timothy Plan Small-Cap Value Fund
Principal Investors Fund - LargeCap Value Fund III
Principal Variable Accounts - LargeCap Value Account III
State Farm Equity Fund
State Farm Variable Product Trust
Exhibit B
PRE-CLEARANCE TRADING APPROVAL FORM
I, (name), am an Access Person or authorized officer thereof and seek pre-clearance to engage in the transaction described below; for the benefit of myself or another access person:
Acquisition or Disposition (circle one)
| Name of Account: |
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| Account Number: |
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| Date of Request: |
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| Security: |
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| Amount or # of Shares: |
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| Broker: |
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If the transaction involves a Security that is not publicly traded, a description of proposed transaction, source of investment opportunity and any potential conflicts of interest:
I hereby certify that, to the best of my knowledge, the transaction described herein is not prohibited by the Code of Ethics and that the opportunity to engage in the transaction did not arise by virtue of my activities on behalf of any Client.
| Signature: |
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Print Name: |
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Approved or Disapproved (circle one)
| Date of Approval |
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| Signature: |
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Print Name: |
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| Compliance Officer Approval: |
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Exhibit C
TRANSACTION REPORT
| Report Submitted by: |
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| Print Your Name |
This transaction report (the Report) is submitted pursuant to Section IV(B) of the Code of Ethics of the Companies and supplies information with respect to transactions in any Security in which you may be deemed to have, or by reason of such transaction acquire, any direct or indirect beneficial ownership interest, and with respect to accounts established by you in which any Securities were held for your direct or indirect benefit, for the period specified below. If you were not employed by or affiliated with us during this entire period, amend the dates specified below to cover your period of employment.
Unless the context otherwise requires, all terms used in the Report shall have the same meaning as set forth in the Code of Ethics.
If you have no reportable transactions or new accounts, sign and return this page only. If you have reportable transactions or new accounts, complete, sign and return page 2 and any attachments.
I HAD NO REPORTABLE SECURITIES TRANSACTIONS DURING THE PERIOD THROUGH . I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT TO THE BEST OF MY KNOWLEDGE THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT.
| Signature: |
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| Position: |
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| Date: |
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TRANSACTION REPORT
| Report Submitted by: |
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| Print Your Name |
The following tables supply the information required by Section IV(B) of the Code of Ethics for
the period specified below. Transactions reported on brokerage statements or duplicate confirmations actually received by the Compliance Officer do not have to be listed although it is your responsibility to make sure that such statements or
TRANSACTIONS
|
Securities (Name and Symbol) |
Date of
Transaction |
Whether
Purchase, Sale, Short Sale, or Other Type of Disposition or Acquisition |
Quantity of
Securities |
Price Per Share or
Other Unit |
Name of the
Broker/Dealer with or through whom the Transaction was Effected |
Nature of
Ownership of Securities |
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NEW ACCOUNTS ESTABLISHED
|
Name of Broker, Dealer or Bank |
Account Number |
Date Account Established |
||
I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT TO THE BEST OF MY KNOWLEDGE THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT FOR THE PERIOD OF THROUGH .
| Signature: |
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Date: |
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| Position: |
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Page 2
Exhibit D
BENEFICIAL OWNERSHIP
For purposes of the attached Code of Ethics, beneficial ownership shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except the determination of direct or indirect beneficial ownership shall apply to all securities that a Covered Person has or acquires. The term beneficial ownership of securities would include not only ownership of securities held by a Covered Person for his own benefit, whether in bearer form or registered in his name or otherwise, but also ownership of securities held for his benefit by other (regardless of whether or how they are registered) such as custodians, brokers, executors, administrators, or trustees (including trusts in which he has only a remainder interest), and securities held for his account by pledges, securities owned by a partnership in which he is a member if he may exercise a controlling influence over the purchase, sale or voting of such securities, and securities owned by any corporation or similar entity in which he owns securities if the shareholder is a controlling shareholder of the entity and has or shares investment control over the entitys portfolio.
Ordinarily, this term would not include securities held by executors or administrators of estates in which a Covered Person is a legatee or beneficiary unless there is a specified legacy to such person of such securities or such person is the sole legatee or beneficiary and there are other assets in the estate sufficient to pay debts ranking ahead of such legacy, or the securities are held in the estate more than a year after the decedents death.
Securities held in the name of another should be considered as beneficially owned by a Covered Person where such person enjoys financial benefits substantially equivalent to ownership. The Securities and Exchange Commission has said that although the final determination of beneficial ownership is a question to be determined in the light of the facts of the particular case, generally a person is regarded as the beneficial owner of securities held in the name of his or her spouse and their minor children. Absent special circumstances such relationship ordinarily results in such person obtaining financial benefits substantially equivalent to ownership, e.q., application of the income derived from such securities to maintain a common home, or to meet expenses that such person otherwise would meet from other sources, or the ability to exercises a controlling influence over the purchase, sale or voting of such securities.
A Covered Person also may be regarded as the beneficial owner of securities held in the name of another person, if by reason of any contract, understanding, relationship, agreement, or other agreement, he obtains therefrom financial benefits substantially equivalent to those of ownership.
A Covered Person also may be regarded as the beneficial owner of securities held in the name of a spouse, minor children or other person, even though he does not obtain therefrom the aforementioned benefits of ownership, if he can vest or revest title in himself at once or at some future time.
Exhibit E
INITIAL HOLDINGS REPORT
| Report submitted by: |
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| Print Name |
This initial holdings report (the Report) is submitted pursuant to Section IV (D) of the Code of Ethics of the Companies and supplies information with respect to any Security in which you may be deemed to have any direct or indirect beneficial ownership interest and any accounts established by you in which any Securities were held for your direct or indirect benefit, as of the date you became subject to the Code of Ethics.
Unless the context otherwise requires, all terms used in the Report shall have the same meaning as set forth in the Code of Ethics.
If you have no reportable Securities or accounts, sign and return this page only. If you have reportable Securities or accounts, complete, sign and return Page 2 and any attachments.
I HAVE NO REPORTABLE SECURITIES OR ACCOUNTS AS OF . I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE BEST OF MY KNOWLEDGE, THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT.
| Signature: |
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| Position: |
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| Date: |
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Page 2
INITIAL HOLDINGS REPORT
| Report submitted by: |
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| Print Name |
The Following tables supply the information required by Section IV (D) of the Code of Ethics as of the date
SECURITIES HOLDINGS
|
Securities (Name and Symbol) |
Quantity of Securities |
Name of Broker/Dealer Where
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Nature of Ownership of Securities |
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ACCOUNTS
|
Name of Broker, Dealer or Bank |
Account Number |
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I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE BEST OF MY KNOWLEDGE, THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT AS OF .
| Signature: |
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| Position: |
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| Date: |
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Exhibit F
ANNUAL CERTIFICATION OF CODE OF ETHICS
| A. | I (a Covered Person) hereby certify that I have read and understand the firms Code of Ethics, and recognize that I am subject to its provisions. In addition, I hereby certify that I have disclosed or reported all personal Securities transactions required to be disclosed or reported under the Code of Ethics; |
| B. | Within the last ten years there have been no complaints or disciplinary actions filed against me by any regulated securities or commodities exchange, any self- regulatory securities or commodities organization, any attorney general, or any governmental office or agency regulating insurance securities, commodities or financial transactions in the United States, in any state of the United States, or in any other country; |
| C. | I have not within the last ten years been convicted of or acknowledged commission of any felony or misdemeanor arising out of my conduct as an employee, salesperson, officer, director, insurance agent, broker, dealer, underwriter, investment manager or investment advisor; and |
| D. | I have not been denied permission or otherwise enjoined by order, judgment or decree of any court of competent jurisdiction, regulated securities or commodities exchange, self-regulatory securities or commodities organization or other federal or state regulatory authority from acting as an investment advisor, securities or commodities broker or dealer, commodity pool operator or trading advisor, or as an affiliated person or employee of any investment company, bank, insurance company or commodity broker, dealer, pool operator or trading advisor, or from engaging in or continuing any conduct or practice in connection with any such activity or the purchase or sale of any security. |
| E. | Unless I am exempt from filing an Annual Holdings Report (as a disinterested director of a Fund Client or an independent director of an Affiliate), I have attached a completed Annual Holdings Report which is accurate as of a date no more than 30 days ago. |
| Signature: |
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Print Name: |
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| Date: |
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EXHIBIT G
ANNUAL HOLDINGS REPORT
| Report submitted by: |
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| Print Name |
The Following tables supply the information required by Section IV (E) of the Code of Ethics as of the date
SECURITIES HOLDINGS
|
Securities (Name and Symbol) |
Quantity of Securities |
Name of Broker/Dealer Where
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Nature of Ownership of Securities |
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ACCOUNTS
|
Name of Broker, Dealer or Bank |
Account Number |
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I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE BEST OF MY KNOWLEDGE, THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT AS OF DECEMBER 31, .
| Signature: |
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| Position: |
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| Date: |
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Exhibit 28(q)
Powers of Attorney
POWER OF ATTORNEY
The undersigned, being all of the Trustees of The Phoenix Edge Series Fund (the Fund), do hereby constitute and appoint each of Philip K. Polkinghorn, Kathleen A. McGah and Michele M. Drummey as our true and lawful attorneys and agents, and each of them, with full power to act without the others, is hereby authorized, empowered and directed to take all action necessary, on behalf of The Phoenix Edge Series Fund (File No. 33-05033), in the capacity indicated below, in order to comply with the Securities Act of 1933, the Investment Company Act of 1940 and any other applicable federal laws, including the filing of registration statements, any amendments to registration statements and undertakings, any application for exemption from the Investment Company Act of 1940, any filing with any state agency with respect to the Funds Declaration of Trust, and any or all amendments to the foregoing as such attorneys and agents shall deem necessary or appropriate. The undersigned each hereby ratifies and confirms our respective signature as it may be signed by said attorneys and agents. This instrument shall not be affected by our subsequent disability or incompetence.
We hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original thereof.
We hereby further revoke any and all powers of attorney previously given by us with respect to said registration statement, provided that this revocation shall not affect the exercise of such power prior to the date hereof.
The power of attorney shall remain in full force and effect until the undersigned is no longer a Trustee of the Fund, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
WITNESS our hand and seal on this 5th day of March, 2009.
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/s/ Frank M. Ellmer |
/s/ Roger A. Gelfenbien |
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| Frank M. Ellmer, Trustee | Roger A. Gelfenbien, Trustee | |||
|
/s/ Eunice S. Groark |
/s/ Frank E. Grzelecki |
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| Eunice S. Groark, Trustee | Frank E. Grzelecki, Trustee | |||
|
/s/ John R. Mallin |
/s/ Hassell H. McClellan |
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| John R. Mallin, Trustee | Hassell H. McClellan, Trustee | |||
|
/s/ Philip R. McLoughlin |
/s/ Philip K. Polkinghorn |
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| Philip R. McLoughlin, Trustee | Philip K. Polkinghorn, Trustee | |||