Exhibit 5(b)
Investment Advisory Agreement
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INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT made effective as of the 1st day of March, 1996 by and
between Phoenix Duff & ▇▇▇▇▇▇ Institutional Mutual Funds, a Massachusetts
business trust having a place of business located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (the "Trust") and Phoenix Investment Counsel, Inc., a
Massachusetts corporation having a place of business located at ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (the "Adviser").
WITNESSETH THAT:
1. The Trust hereby appoints the Adviser to act as investment adviser to
the Trust on behalf of the following five series of the Trust established and
designated by the Trustees on or before the date hereof, namely (i) Phoenix Duff
& ▇▇▇▇▇▇ Institutional Balanced Portfolio; (ii) Phoenix Duff & ▇▇▇▇▇▇
Institutional Managed Bond Portfolio; (iii) Phoenix Duff & ▇▇▇▇▇▇ Institutional
Growth Stock Portfolio; (iv) Phoenix Duff & ▇▇▇▇▇▇ Institutional Money Market
Portfolio, and (v) Phoenix Duff & ▇▇▇▇▇▇ Institutional U.S. Government
Securities Portfolio (collectively, the "Existing Series"), for the period and
on the terms set forth herein. The Adviser accepts such appointment and agrees
to render the services described in this Agreement for the compensation herein
provided.
2. In the event that the Trustees desire to retain the Adviser to render
investment advisory services hereunder with respect to one or more additional
series ("Additional Series"), the Trust shall notify the Adviser in writing. If
the Adviser is willing to render such services, it shall notify the Trust in
writing, whereupon such Additional Series shall become subject to the terms and
conditions of this Agreement.
3. The Adviser shall furnish continuously an investment program for the
Existing Series and any Additional Series which may become subject to the terms
and conditions set forth herein (sometimes collectively referred to as the
"Series") and shall manage the investment and reinvestment of the assets of each
Series, subject at all times to the supervision of the Trustees.
4. With respect to managing the investment and reinvestment of the
Series' assets, the Adviser shall provide, at its own expense:
(a) Investment research, advice and supervision;
(b) An investment program for each Series consistent with its
investment objectives;
(c) Implementation of the investment program for each Series
including the purchase and sale of securities;
(d) Advice and assistance on the general operations of the Trust;
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(e) Regular reports to the Trustees on the implementation of each
Series' investment program; and
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5. The Adviser shall, for all purposes herein, be deemed to be an
independent contractor.
6. The Adviser shall furnish at its own expense, or pay the expenses
of the Trust, for the following:
(a) 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) Personnel to serve without salaries from the Trust as
officers or agents of the Trust. The Adviser 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, auditors and legal counsel;
(d) Compensation and expenses, if any, of the Trustees who are
also full-time employees of the Adviser or any of its
affiliates; and
7. All costs and expenses not specifically enumerated herein as payable
by the Adviser shall be paid by the Trust. Such expenses shall include, but
shall not be limited to, all expenses (other than those specifically referred to
as being borne by the Adviser) incurred in the operation of the Trust and any
public offering of its shares, including, among others, interest, taxes,
brokerage fees and commissions, fees of Trustees who are not full-time employees
of the Adviser or any of its affiliates, expenses of Trustees' and shareholders'
meetings including the cost of printing and mailing proxies, expenses of
insurance premiums for fidelity and other coverage, expenses of repurchase and
redemption of shares, expenses of issue and sale of shares (to the extent not
borne by its national distributor under its agreement with the Trust), expenses
of printing and mailing stock certificates representing shares of the Trust,
association membership dues, charges of custodians, transfer agents, dividend
disbursing agents and financial agents, bookkeeping, auditing and legal
expenses. The Trust will also pay the fees and bear the expense of registering
and maintaining the registration of the Trust and its shares with the Securities
and Exchange Commission and registering or qualifying its shares under state or
other securities laws and the expense of preparing and mailing prospectuses and
reports to shareholders. Additionally, if authorized by the Trustees, the Trust
shall pay for extraordinary expenses and expenses of a non-recurring nature
which may include, but not be limited to the reasonable and proportionate cost
of any reorganization or acquisition of assets and the cost of legal proceedings
to which the Trust is a party.
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8. For providing the services and assuming the expenses outlined herein,
the Trust agrees that the Adviser shall be compensated as follows:
(a) The Trust shall pay the Adviser a monthly fee with respect to
each Series based on the following annual rates as a
percentage of the average aggregate daily net asset values of
the Series:
Portfolio First $1 billion Excess over $1 Billion
Balanced 0.55% 0.50%
Managed Bond 0.45% 0.40%
Growth 0.60% 0.55%
Money Market 0.25% 0.20%
U.S. Gov't Sec. 0.30% 0.25%
The amounts payable to the Adviser with respect to each Series shall be based
upon the average of the values of the net assets of such Series as of the close
of business each day, computed in accordance with the Declaration of Trust.
(b) Compensation shall accrue immediately upon the effective date
of this Agreement.
(c) If there is termination of this Agreement during a month,
each Series' fee for that month shall be proportionately
computed upon the average of the daily net asset values of
such Series for such partial period in such month.
(d) The Adviser agrees to reimburse the Trust for the amount, if
any, by which the total operating and management expenses for
any Series (including the Adviser's compensation, pursuant to
this paragraph, but excluding taxes, interest, costs of
portfolio acquisitions and dispositions and extraordinary
expenses), for any "fiscal year" exceed the level of expenses
which such Series is permitted to bear under the most
restrictive expense limitation (which is not waived by the
State) imposed on open-end investment companies by any state
in which shares of such Series are then qualified. Such
reimbursement, if any, will be made by the Adviser to the
Trust within five days after the end of each month. For the
purpose of this subparagraph (d), the term "fiscal year"
shall include the portion of the then current fiscal year
which shall have elapsed at the date of termination of this
Agreement.
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9. The services of the Adviser to the Trust are not to be deemed
exclusive, the Adviser being free to render services to others and to engage in
other activities. Without relieving the Adviser of its duties hereunder and
subject to the prior approval of the Trustees and subject further to compliance
with applicable provisions of the Investment Company Act of 1940, as amended,
the Adviser may appoint one or more agents to perform any of the functions and
services which are to be provided under the terms of this Agreement upon such
terms and conditions as may be mutually agreed upon among the Trust, the Adviser
and any such agent.
10. The Adviser shall not be liable to the Trust or to any shareholder of
the Trust for any error of judgment or mistake of law or for any loss suffered
by the Trust or by any shareholder of the Trust in connection with the matters
to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith, gross negligence or reckless disregard on the part of
the Adviser in the performance of its duties hereunder.
11. It is understood that:
(a) Trustees, officers, employees, agents and shareholders of the
Trust are or may be "interested persons" of the Adviser as
directors, officers, stockholders or otherwise;
(b) Directors, officers, employees, agents and stockholders of
the Adviser are or may be "interested persons" of the Trust
as Trustees, officers, shareholders or otherwise; and
(c) The existence of any such dual interest shall not affect the
validity hereof or of any transactions hereunder.
12. This Agreement shall become effective with respect to the Existing
Series as of the date stated above (the "Contract Date") and with respect to any
Additional Series, on the date specified in the notice to the Trust from the
Adviser in accordance with paragraph 2 hereof that the Adviser is willing to
serve as Adviser with respect to such Additional Series. Unless terminated as
herein provided, this Agreement shall remain in full force and effect for a
period of two years following the Contract Date, and, with respect to each
Additional Series, until the next anniversary of the Contract Date following the
date on which such Additional Series became subject to the terms and conditions
of this Agreement and shall continue in full force and effect for periods of one
year thereafter with respect to each Series so long as (a) such continuance with
respect to any such Series is approved at least annually by either the Trustees
or by a "vote of the majority of the outstanding voting securities" of such
Series and (b) the terms and any renewal of this Agreement with respect to any
such Series have been approved by a vote of a majority of the Trustees who are
not parties to this Agreement or "interested persons" of any such party cast in
person at a meeting called for the purpose of voting on such approval; provided,
however, that the continuance of this Agreement with respect to each
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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.
13. The Trust may terminate this Agreement with respect to the Trust or
to any Series upon 60 days' written notice to the Adviser at any time, without
the payment of any penalty, by vote of the Trustees or, as to each Series, by a
"vote of the majority of the outstanding voting securities" of such Series. The
Adviser may terminate this Agreement upon 60 days' written notice to the Trust,
without the payment of any penalty. This Agreement shall immediately terminate
in the event of its "assignment".
14. The terms "majority of the outstanding voting securities",
"interested persons" and "assignment", when used herein, shall have the
respective meanings in the Investment Company Act of 1940, as amended.
15. In the event of termination of this Agreement, or at the request of
the Adviser, the Trust will eliminate all reference to "Phoenix" and/or "Phoenix
Duff & ▇▇▇▇▇▇" from its name, and will not thereafter transact business in a
name using the word "Phoenix" and/or "Phoenix Duff & ▇▇▇▇▇▇" in any form or
combination whatsoever, or otherwise use the word "Phoenix" and/or "Phoenix Duff
& ▇▇▇▇▇▇" as part of its name. The Trust will thereafter in all prospectuses,
advertising materials, letterheads, and other material designed to be read by
investors and prospective investors delete from its name the word "Phoenix"
and/or "Phoenix Duff & ▇▇▇▇▇▇" or any approximation thereof. If the Adviser
chooses to withdraw the Trust's right to use the word "Phoenix" and/or "Phoenix
Duff & ▇▇▇▇▇▇", it agrees to submit the question of continuing this Agreement to
a vote of the Trust's shareholders at the time of such withdrawal.
16. It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but bind only the trust property of
the Trust, as provided in the Declaration of Trust. The execution and delivery
of this Agreement have been authorized by the Trustees and shareholders of the
Trust and signed by the President of the Trust, acting as such, and neither such
authorization by such Trustees and shareholders nor such execution and delivery
by such officer shall be deemed to have been made by any of them individually or
be binding upon or impose any liability on any of them
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personally, but shall bind only the trust property of the Trust as provided in
its Declaration of Trust. The Declaration of Trust, as amended, is or shall be
on file with the Secretary of The Commonwealth of Massachusetts.
17. This Agreement shall be construed and the rights and obligations of
the parties hereunder enforced in accordance with the laws of The Commonwealth
of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first written
above.
PHOENIX DUFF & ▇▇▇▇▇▇
INSTITUTIONAL MUTUAL FUNDS
By:________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, President
PHOENIX INVESTMENT COUNSEL,
INC.
By:________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
funds\1856
