Exhibit 5.2
FIRST AMENDMENT TO
MANAGEMENT AGREEMENT
FIRST AMENDMENT TO
PHOENIX INCOME AND GROWTH FUND
MANAGEMENT AGREEMENT
THIS AMENDMENT made effective as of the 1st day of January, 1994 by and
between PHOENIX INCOME AND GROWTH FUND, f/k/a National Income and Growth Fund
(hereinafter called the "Trust") and NATIONAL SECURITIES & RESEARCH CORPORATION
(hereinafter called "National").
Preamble
The Trust and National have entered into a certain Management Agreement
dated May 14, 1993 (the "Agreement") wherein National 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 National.
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
Income and Growth Fund.
On August 25, 1993, the Board of Trustees of the Trust also approved an
amendment reducing the management fees payable to National to a monthly fee
equivalent to the annual rate of 0.70% of the Trust's average daily net assets
up to $1 billion, 0.65% of the Trust's average daily net assets from $1 to $2
billion, and 0.60% 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 National.
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 Income and Growth Fund" are hereby
deleted and "Phoenix Income and Growth Fund" is substituted therefor.
2. Paragraph numbered 6 of the Agreement is hereby deleted and the
following is inserted in lieu thereof:
As compensation to National, the Trust will pay National a management fee
equivalent to the annual rate of 0.70% of the Trust's average daily net
assets up to $1 billion, 0.65% of the Trust's average daily net assets from
$1 to $2 billion, and 0.60% of the Trust's average daily net assets in
excess of $2 billion.
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National'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.
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 INCOME AND GROWTH FUND
By: /s/ XXXXXX X. XXXXXXXXXX
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Name: Xxxxxx X. XxXxxxxxx
Title: President
Attest:
By: /s/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx
Asst. Secretary
NATIONAL SECURITIES & RESEARCH CORPORATION
By: /s/ XXXXXXX 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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