Exhibit g.2
SERVICE AGREEMENT
DUFF & XXXXXX UTILITIES INCOME INC., a Maryland corporation
registered under the Investment Company Act of 1940 ("1940 Act") as a
closed-end diversified management investment company ("Fund"), DUFF &
XXXXXX INVESTMENT MANAGEMENT CO., an Illinois corporation registered under
the Investment Advisers Act of 1940 ("Advisers Act") as an investment
adviser ("Manager") and Phoenix DUFF & XXXXXX CORPORATION, a Delaware
corporation ("Phoenix Duff & Xxxxxx"), agree that:
1. Personnel and facilities. Manager shall have the right
to use, and Phoenix Duff & Xxxxxx shall make available for the use
of Manager, (a) statistical and other factual information, advice
regarding economic factors and trends or advice as to occasional
transactions in specific securities and shall have access to such
part-time services of employees of Phoenix Duff & Xxxxxx engaged
in investment research and analysis, and such services of
administrative and other employees of Phoenix Duff & Xxxxxx, for
periods to be agreed upon by Manager and Phoenix Duff & Xxxxxx,
(b) such administrative, clerical, stenographic and other support
services and office supplies and equipment, as may in each case be
reasonably required by Manager in the performance of its
obligations as investment adviser to Fund under its Investment
Advisory Agreement with Fund and any agreement amending or
superseding such agreement, and (c) such office space as is
reasonably needed by Manager in the performance of its obligations
as investment adviser to Fund.
2. Availability of information. In performing services
for Manager under this agreement, the employees of Phoenix Duff &
Xxxxxx may, to the full extent that they deem appropriate, have
access to and utilize statistical and economic data, investment
research and reports and other information prepared for or
contained in the files of Phoenix Duff & Xxxxxx that are relevant
to making investment decisions within the investment objectives of
Fund, and may make such information available to Manager.
3. Responsibility; standard of care. Employees of Phoenix
Duff & Xxxxxx performing services for Manager pursuant hereto
shall report and be responsible solely to the officers and
directors of Manager or persons designated by them. Phoenix Duff &
Xxxxxx shall not have any responsibility for investment
recommendations and decisions
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of Manager based upon information or advice given or obtained by
or through such employees of Phoenix Duff & Xxxxxx. Xxxx & Xxxxxx
shall not be liable to Fund or its shareholders for any loss
suffered by Fund or its shareholders from or as a consequence of
any act or omission of Phoenix Duff & Xxxxxx, or of any of the
directors, officers, employees or agents of Phoenix Duff & Xxxxxx,
in connection with or pursuant to this Agreement, except by reason
of willful misfeasance, bad faith or gross negligence on the part
of Phoenix Duff & Xxxxxx in the performance of its duties or by
reckless disregard by Phoenix Duff & Xxxxxx of its obligations and
duties under this Agreement. The obligation of performance of the
Investment Advisory Agreement of Manager with Fund is solely that
of Manager, for which Phoenix Duff & Xxxxxx assumes no
responsibility except as otherwise expressly provided herein.
4. Reimbursement of expenses. In consideration of the
services to be rendered and the facilities to be provided to
Manager by Phoenix Duff & Xxxxxx and its employees pursuant to
this agreement, Manager agrees to reimburse Phoenix Duff & Xxxxxx
for such costs, direct and indirect, as may be fairly attributable
to the services performed and the facilities provided for Manager.
Such costs shall include, but shall not be limited to, an
appropriate portion of salaries, employee benefits, general
overhead expense, and supplies and equipment, and a charge in the
nature of rent for the cost of space in offices of Phoenix Duff &
Xxxxxx fairly allocable to activities of Manager under its
Investment Advisory Agreement with Fund. In the event of
disagreement between Manager and Phoenix Duff & Xxxxxx as to a
fair basis for allocating or apportioning costs, such basis shall
be fixed by the independent public accountants for Fund.
5. Duration and renewal. Unless terminated as provided in
section 6, this Agreement shall continue in effect until April 30,
2000, and thereafter from year to year only so long as such
continuance is specifically approved at least annually (a) by a
majority of those directors who are not "interested persons" (as
defined in section 2(a)(19) of the 0000 Xxx) of Fund or Phoenix
Duff & Xxxxxx, voting in person at a meeting called for the
purpose of voting on such approval, and (b) by either the board of
directors of Fund or vote of the holders of a "majority of the
outstanding shares of Fund" (which term as used throughout this
Agreement shall be construed in accordance with the definition of
"vote of a majority of the outstanding voting securities of a
company" in section 2(a)(42) of the 1940 Act).
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6. Termination. This Agreement may be terminated at any
time, without payment of any penalty, by the board of directors of
Fund, upon 60 days' written notice to Manager and Phoenix Duff &
Xxxxxx. This Agreement may be terminated by Phoenix Duff & Xxxxxx
or Manager at any time upon 60 days' written notice to Fund. This
Agreement shall terminate automatically in the event of its
assignment (as defined in section 2(a)(4) of the 0000 Xxx) unless
a majority of the Fund's board of directors including a majority
of those directors who are not "interested persons" of Fund or
Phoenix Duff & Xxxxxx, voting in person at a meeting called for
the purpose of such vote, approves the continuation of this
Agreement.
7. Amendment. This Agreement may not be amended without
the affirmative vote of a majority of those directors who are not
"interested persons" of Fund or Phoenix Duff & Xxxxxx, voting in
person at a meeting called for the purpose of voting on such
approval.
Dated as of May 1, 1998
DUFF & XXXXXX UTILITIES DUFF & XXXXXX INVESTMENT
INCOME INC. MANAGEMENT CO.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
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Its President and Chief Its Executive Vice President
Executive Officer ---------------------------
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PHOENIX DUFF & XXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
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Its President
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