Exhibit 5.1
FIRST AMENDMENT TO
PHOENIX ASSET RESERVE
MANAGEMENT AGREEMENT
THIS AMENDMENT made effective as of this 1st day of January, 1994 by
and between PHOENIX ASSET RESERVE, f/k/a National Asset Reserve (hereinafter
called the "Trust") and NATIONAL SECURITIES & RESEARCH CORPORATION (hereinafter
called the "Manager").
Preamble
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The Trust and the Manager have entered into a certain Management
Agreement dated May 14, 1993 (the "Agreement") wherein the Manager agreed inter
alia, to provide its advice and assistance to the Trust in exchange for which
the Trust agreed to pay a prescribed fee to the Manager.
On June 30, 1993, the Board of Trustees of the Trust approved an
amendment to the Trust's Declaration of Trust changing the name of the Trust to
Phoenix Asset Reserve.
On August 25, 1993, the Board of Trustees of the Trust also approved an
amendment reducing the management fees payable to the Manager to a monthly fee
equivalent to the annual rate of 0.55% of the Trust's average daily net assets
up to $1 billion, 0.50% of the Trust's average daily net assets from $1 to $2
billion, and 0.45% of the Trust's average daily net assets in excess of $2
billion.
Accordingly, parties intend to amend the Agreement to reflect the
present name of the Trust and the revised management fees payable to the
Manager.
NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the parties mutually agree that the Agreement
is hereby revised as follows:
1. Any and all references to "National Asset Reserve" are hereby
deleted and "Phoenix Asset Reserve" is substituted therefor.
2. Paragraph numbered 8 of the Agreement is hereby deleted and the
following is inserted in lieu thereof:
As compensation to the Manager, the Trust will pay the Manager a
management fee equivalent to the annual rate of 0.55% of the Trust's
average daily net assets up to $1 billion, 0.50% of the Trust's average
daily net assets from $1 to $2 billion, and 0. 45 % of the Trust's
average daily net assets in excess of $2 billion. The Manager's fee
will be accrued daily against the value of the Trust's net assets and
will be payable by the Trust on the last business day of each month.
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Except as herein modified, all other terms and provisions 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
executed by their officers thereunto duly authorized as of the day and year
first above written.
PHOENIX ASSET RESERVE
By: /s/ Xxxxxx X. XxXxxxxxxx
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Name: Xxxxxx X. XxXxxxxxxx
Title: President
Attest:
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx Xxxxx
Asst. Secretary
NATIONAL SECURITIES & RESEARCH
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Vice President
Attest:
By: /s/ Xxxxxxxx X. XxXxxxxxxx
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Xxxxxxxx X. XxXxxxxxxx
Assistant Secretary
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