EXHIBIT 5.2
Management Agreement
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT made effective as of the 16th day of October, 1995 by and
between Phoenix Strategic Equity Series Fund (the "Trust"), a Massachusetts
business trust authorized to issue shares of beneficial interest in separate
series, and Phoenix Investment Counsel, Inc. (the "Adviser"), a Massachusetts
Corporation.
WITNESSETH THAT:
1. The Trust hereby appoints the Adviser to act as investment adviser to the
Trust on behalf of two series of the Trust established and designated by the
Trustees on or before the date hereof, namely Phoenix Strategic Theme Fund
and Phoenix Small Cap Fund (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;
(e) Regular reports to the Trustees on the implementation of each Series'
investment program; and
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.
8. For providing the services and assuming the expenses outlined herein, the
Trust agrees that the Adviser shall be compensated as follows:
(a) Within five days after the end of each month, the Trust shall pay the
Adviser with respect to each Series a fee based on the following annual
rates as a percentage of the average aggregate daily net asset values
of the Series: 0.75% of the first $1 billion; 0.70% of the next billion
dollars and 0.65% of all sums in excess of the foregoing. 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.
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 one year 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 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|P|P' 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" 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
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" 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.
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 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 STRATEGIC EQUITY SERIES FUND
By: /s/ Xxxxxx X. XxXxxxxxxx
Xxxxxx X. XxXxxxxxxx
President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
President
