EXHIBIT d.2
INVESTMENT ADVISORY AGREEMENT
BETWEEN
REGISTRANT AND PIC
ON BEHALF OF
THE PHOENIX VALUE EQUITY FUND
INVESTMENT ADVISORY AGREEMENT
PHOENIX INVESTMENT TRUST 97
THIS AGREEMENT, effective as of the 1st day of October, 2005 (the
"Contract Date") by and between Phoenix Investment Trust 97, a Delaware business
trust (the "Trust") and Phoenix Investment Counsel, Inc., a Connecticut
corporation (the "Adviser").
WITNESSETH THAT:
1. The Trust hereby appoints the Adviser to act as investment
adviser to the Trust on behalf of the portfolio 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
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 of the
additional series (the "Additional Series"), by agreement in writing, the Trust
and the Adviser 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 Adviser shall furnish continuously an investment program
for the portfolio of the Existing Series and the portfolio of 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 the portfolio of each Series,
subject at all times to the supervision of the Trustees.
4. With respect to managing the investment and reinvestment of
the portfolio 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, 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
subadviser 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.
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) Except as otherwise approved by the Board, 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, 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 Adviser or
any of its affiliates; and
(e) Any subadviser recommended by the Adviser and
appointed to act on behalf of the Trust.
7. All costs and expenses not specifically enumerated herein as
payable by the Adviser shall be paid by the Trust. Such expenses shall include,
but shall not be limited to, all expenses (other than those specifically
referred to as being borne by the Adviser) incurred in the operation of the
Trust and any public offering of its shares, including, among others, interest,
taxes, brokerage fees and commissions, fees of Trustees who are not full-time
employees of the Adviser or any of its affiliates, expenses of Trustees' and
shareholders' meetings including the cost of printing and mailing proxies,
expenses of Adviser personnel attending Trustee meetings as required, 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
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of any reorganization or acquisition of assets and the cost of legal proceedings
to which the Trust is a party.
8. The Adviser shall 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 Adviser 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, as amended (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 Trust's
Compliance Officer.
(b) Policy with Respect to Brokerage Allocation. The
Adviser 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 Trust's 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 Trust's Policy
with Respect to Brokerage Allocation. The Adviser may
delegate the responsibilities under this section to a
Subadviser of a Series.
(c) Procedures for the Determination of Liquidity of
Assets. It shall be the responsibility of the Adviser
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 Trust's Procedures for the Determination of
Liquidity of Assets. The Adviser may delegate the
responsibilities under this section to a Subadviser
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 Trust's Policy with Respect to
Proxy Voting, the Adviser shall be responsible for
voting proxies with respect to portfolio holdings of
the Trust. The Adviser shall review all proxy
solicitation materials and be responsible for voting
and handling all proxies in relation to the assets
under management by the Adviser in accordance with
such policies and procedures adopted or approved by
each Series'. Unless the Fund gives the Adviser
written instructions to the contrary, the Adviser
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 Adviser shall cause the Custodian to
forward promptly to the Adviser (or designee) all
proxies upon receipt so as to afford the Adviser a
reasonable amount of time in which to determine how
to vote such proxies. The Adviser agrees to provide
the Trust with quarterly proxy voting reports in
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such form as the Trust may request from time to time.
The Adviser may delegate the responsibilities under
this section to a Subadviser of a Series.
(e) Procedures for the Valuation of Securities. It shall
be the responsibility of the Adviser to fully comply
with the Trust's Procedures for the Valuation of
Securities. The Adviser may delegate the
responsibilities under this section to a Subadviser
of a Series.
9. 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 a monthly fee calculated at an
annual rate as specified in Schedule A. The amounts
payable to the Adviser with respect to the Series
shall be based upon the average of the values of the
net assets of the Series as of the close of business
each day, computed in accordance with the Trust's
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 Adviser agrees to reimburse the Trust for the
amount, if any, by which the total operating and
management expenses of the portfolio of 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.
10. 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, 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.
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11. 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.
12. 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.
13. 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 November 30, 2006 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.
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.
14. 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
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notice to the Trust, without the payment of any penalty. This Agreement shall
immediately terminate in the event of its "assignment".
15. 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.
16. In the event of termination of this Agreement, or at the
request of the Adviser, the Trust will eliminate all reference to "Phoenix" from
its name, and will not thereafter transact business in a name using the word
"Phoenix" in any form or combination whatsoever, or otherwise use the word
"Phoenix" as a part of its name. The Trust will thereafter in all prospectuses,
advertising materials, letterheads, and other material designed to be read by
investors or prospective investors delete from the name the word "Phoenix" or
any approximation thereof. If the Adviser chooses to withdraw the Trust's right
to use the word "Phoenix," it agrees to submit the question of continuing this
Agreement to a vote of the Trust's shareholders at the time of such withdrawal.
17. 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.
18. 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.
19. Subject to the duty of the Adviser 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 Adviser and the Trust in respect thereof.
20. The Adviser will not advise or act on behalf of the Series in
regard to class action filings, with respect to any securities held in the
Series portfolio.
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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 INVESTMENT TRUST 97
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President and Clerk
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SCHEDULE A
SERIES ANNUAL INVESTMENT ADVISORY FEE
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(AVERAGE NET ASSETS
Phoenix Value Equity Fund 0.75% on the first billion
0.70% on $1 billion to $2 billion
0.65% on the excess over $2 billion
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