Exhibit 9(c)
FORM ADMINISTRATION AGREEMENT
AGREEMENT made effective the ________ day of _____________, 1997, by and
between PHOENIX DUFF & XXXXXX INSTITUTIONAL MUTUAL FUNDS, a Massachusetts
business trust with an office in Greenfield, Massachusetts, (the "Trust") and
DUFF & XXXXXX INVESTMENT MANAGEMENT CO., an Illinois corporation with an office
and principal place of business in Chicago, Illinois (the "Administrator").
WITNESSETH:
WHEREAS, the Trust is an open-end, diversified management company duly
registered under the Investment Company Act of 1940, as amended; and
WHEREAS, the Trust requires certain administrative services to be performed
on an ongoing basis on behalf of Phoenix Real Estate Equity Securities Portfolio
(the "Portfolio") and the Administrator is in a position to provide such
services:
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein the parties hereto agree as follows:
1. Appointment.
Trust hereby engages and appoints Administrator, and Administrator hereby
accepts such appointment, to perform the services hereafter set forth.
2. Services.
Subject to all direction and control of the Board of Trustees of the Trust,
Administrator shall (a) advise and assist on the general operations of the
Portfolio; (b) assist in maintaining office facilities (which may be in the
offices of Administrator or an affiliate but shall be in such location as
Administrator and Trust shall reasonably determine; (c) furnish clerical
services, office supplies and stationery; (d) monitor and make recommendations
concerning fidelity bond coverage for the Portfolio; (e) monitor compliance with
the policies and limitations of the Portfolio as set forth in the Portfolio's
Prospectus, Statement of Additional Information, and Trust's Declaration of
Trust, provided, however, that the Portfolio's investment adviser shall remain
responsible for such compliance responsibilities; and (f) prepare and/or
coordinate all material for the Board of Trustees meetings. In providing such
services Administrator shall be responsible for all compensation and expenses of
employees, agents and consultants employed or retained for such purpose, but in
no
event shall Administrator be responsible for compensation or expenses of the
Portfolio's investment adviser, transfer agent, distributor, or financial agent.
3. Compensation. In consideration of the services provided hereunder the Trust
shall pay Administrator a fee, computed daily and payable monthly, at the annual
rate of .15% of the average daily net assets of the Portfolio.
4. Proprietary and Confidential Information. Administrator agrees on behalf of
itself and its employees, agents and consultants to treat confidentially and as
proprietary information of the Trust all records and other information relating
to such Portfolio (and to its shareholders) and not to use such records and
information for any purpose other than performance of services hereunder without
the prior written consent of the Trust.
5. Limitation of Liability. Administrator shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust in connection
with the matters to which this Agreement applies, except for such loss as
results from willful malfeasance, bad faith or gross negligence on
Administrator's part in the performance of its duties under this Agreement.
Administrator shall look only to the assets of the Trust for satisfaction of the
Trust's obligations under this Agreement, and neither the Trust's shareholders
nor the Trustees, nor any of the Trust's officers, employees, agents or
consultants, whether past, present or future, shall be personally liable
therefor or for any liability under this Agreement. This Agreement has been made
by, and on behalf of, the Trust, and the obligations of the Trust under this
Agreement are not binding upon the Trustees, shareholders or officers,
employees, agents or consultants of the Trust, but are binding only upon the
assets and property of the Trust.
6. Non-Recourse. Reference is hereby made to the Declaration of Trust dated
December 4, 1995, a copy of which has been filed with the Secretary of the
Commonwealth of Massachusetts and elsewhere as required by law, and to
any and all amendments thereto so filed. The name Phoenix Duff & Xxxxxx
Institutional Mutual Funds refers to the Trustees under said Declaration of
Trust, as Trustees and not personally, and no Trustee, shareholder, officer,
agent or employee of the Trust shall be held to any personal liability in
connection with the affairs of the Trust; only the trust estate under said
Declaration of Trust is liable. Without limiting the generality of the
foregoing, neither the Administrator nor any of its officers, directors,
partners, shareholders or employees shall, under any circumstances, have
recourse or cause or willingly permit recourse to be had directly or indirectly
to any personal, statutory, or other liability of any shareholder, Trustee,
officer, agent or employee of the Trust or of any successor of the Trust,
whether such liability now exists or is hereafter incurred for claims against
the trust estate.
7. Duration and Termination. This Agreement shall become effective as of the
date hereof and shall continue in effect from year to year thereafter unless
sooner terminated as hereinafter provided, provided such continuance is
specifically approved at least annually by the Trust's Board of Trustees
including a majority of the Trust's trustees who are not interested persons (as
defined in the Investment Company Act of 1940, as amended) or by vote of a
majority of the outstanding voting securities of the Trust. This Agreement shall
automatically terminate upon its assignment and may be terminated by the Trust
at any time upon not less than sixty (60) days written notice to Administrator.
This Agreement shall be terminable by Administrator at any time upon not less
than sixty (60) day's written notice to the Trust (which notice may be waived by
the Trust).
8. Governing Law. This Agreement shall be governed by and construed according to
the laws of the State of Illinois without reference to its rules regarding
choice or conflict of laws.
IN WITNESS WHEREOF, the parties have hereunto caused these presents to
be executed as of the day and year first above written.
PHOENIX DUFF & XXXXXX INSTITUTIONAL
MUTUAL FUNDS
By: ________________________________
DUFF & XXXXXX INVESTMENT
MANAGEMENT CO.
By: ________________________________
