PHOENIX INVESTMENT TRUST 97
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, effective as of the 1st day of January, 2005
(the "Contract Date") by and between Phoenix Investment Trust
97, a Delaware business trust (the "Trust") Xxxxxxxx Asset
Management Co., a California corporation (the "Adviser").
WITNESSETH THAT:
1. The Trust hereby appoints the Adviser to act as
investment adviser 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 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 (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 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, 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 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 (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
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
respective Series shall be based upon the average of
the values of the net assets of such Series as of
the close of business each day, computed in
accordance with the Trust's Declaration of Trust.
(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 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.
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 farther 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.
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, 2005
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
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 Delaware.
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 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.
PHOENIX INVESTMENT TRUST 97
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
XXXXXXXX ASSET MANAGEMENT
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Chief Financial Officer
SCHEDULE A
SERIES ANNUAL INVESTMENT ADVISORY FEE
Phoenix Value Equity Fund 0.75% on the first $1 billion
0.70% on $1 billion to $2 billion
0.65% on the excess over $2 billion
