Exhibit d
PHOENIX-EUCLID FUNDS
MANAGEMENT AGREEMENT
PHOENIX-EUCLID FUNDS
MANAGEMENT AGREEMENT
March 1, 1999
EUCLID ADVISORS LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Gentlemen:
Phoenix-Euclid Funds, a Delaware business trust (the "Trust"),
is an investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Trust currently offers shares of one series,
Phoenix-Euclid Market Neutral Fund, with four classes of shares, designated as
Class A, Class B, Class C and Class I shares. In the future the Trust may
authorize and issue other series and other classes of shares.
Each series of the Trust invests and reinvests its assets in a
portfolio of securities and investments. The Trust hereby engages you to act as
its investment manager for each series of the Trust authorized now or in the
future subject to the terms and conditions of this Agreement.
SECTION I. Investment Management Services.
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You shall use your staff and other facilities to conduct and
maintain a continuous review of each series' portfolio of securities and
investments, and shall advise and assist each series of the Trust with respect
to the selection, acquisition, holding and disposal of securities and
investments. In so doing, you shall be guided by the investment objectives and
policies of each series as delineated and limited in documents filed with the
Securities and Exchange Commission (the "SEC"), as amended from time to time, by
policies adopted by the Board of Trustees of the Trust (the "Board") and by the
provisions of the 1940 Act and the rules promulgated thereunder, so that at all
times the Trust shall be in compliance with its policies and the provisions of
the 1940 Act. The Trust agrees to supply you with copies of all such documents
and to notify you of any changes in its investment objectives, policies and
restrictions.
In rendering services to the Trust pursuant to this Agreement,
you may employ, retain or otherwise avail yourself of the services or facilities
of other persons or organizations for the purpose of providing you or the Trust
with such statistical and other factual information, such advice regarding
economic factors and trends, such advice as to occasional transactions in
specific securities, or such other information, advice or assistance as you may
deem necessary, appropriate or convenient for the discharge of your obligations
under this Agreement or otherwise helpful to the Trust or in the discharge of
your overall responsibilities with respect to the other accounts which you or
your affiliates serve as investment manager.
You and any person performing executive, administrative or
trading functions for the Trust, whose services were made available to the Trust
by you, are specifically authorized to allocate brokerage and principal business
to firms that provide such services or facilities or to cause the Trust to pay a
member of a securities exchange or any other securities broker or dealer an
amount of commission for effecting a securities transaction in excess of the
amount of commission another member of an exchange or broker or dealer would
have charged for effecting that transaction if you or such person determine in
good faith that such amount of commission is reasonable in relation to the value
of the brokerage and research services (as such services are defined in Section
28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"))
provided by such member, broker or dealer, viewed in terms of either that
particular transaction or your or such person's overall responsibilities with
respect to the accounts as to which you or such person exercises investment
discretion.
SECTION 2. Resumes and Reports, etc.
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You shall maintain a record of all the investments and
securities which comprise the portfolios of each series of the Trust and shall
furnish to the Board, at its regularly scheduled meetings and at such other
times as the Board may reasonably request, a resume of the portfolios and report
on all matters pertaining to your services as investment manager. In addition,
you shall furnish the Trust with such statistical information reasonably
available to you as the Board shall reasonably request.
SECTION 3. Additional Services to Be Furnished.
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You shall maintain the books and financial records of the
Trust and shall perform such other services as are reasonably incidental to the
foregoing duties including supervising the Trust Custodian's recordkeeping. You
shall assist in the computation of the net asset value of the shares of each
class of each series of the Trust (in accordance with the Trust's Prospectus and
the instructions of the Board) and shall furnish to the Trust and its
distributor any statements with respect to the net asset value of each class of
each series of the Trust and the net asset value per share of each class of each
series of the Trust at such times, and in such forms, as the Trust may
prescribe. You shall also furnish the Trust with office space reasonably suited
to its operations and with bookkeeping, internal accounting and administrative
services, and shall permit such of your directors, officers and employees as may
be elected as Trustees or officers of the Trust to serve in the capacities to
which they are elected. All services to be furnished by you under this Agreement
may be furnished through directors, officers or employees of you or your
affiliates.
In acting under this Agreement, you shall be an independent
contractor and shall not be an agent of the Trust. The investment policies, the
administration of its business and affairs and all other acts of the Trust are
and shall at all times be subject to the approval and direction of the Board.
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SECTION 4. Multiple Capacities.
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Nothing in this Agreement shall be deemed to prohibit you or
your affiliates from acting, and being separately compensated for acting, in one
or more capacities on behalf of the Trust including, but not limited to, the
capacities of broker or distributor. The Trust understands that you and your
affiliates may act as investment manager or in other capacities on behalf of
other investment companies and customers. While information and recommendations
you supply to the Trust shall in your judgment be appropriate under the
circumstances and in light of the investment objectives and policies of the
Trust, they may be different from the information and recommendations you supply
to other investment companies and customers. You shall give the Trust equitable
treatment under the circumstances in supplying information, recommendations and
any other services requested of you but you shall not be required to give
preferential treatment to the Trust as compared with the treatment given to any
other investment company or customer. Whenever you shall act in multiple
capacities on behalf of the Trust, you shall maintain the appropriate separate
accounts and records for each such capacity. All information and advice supplied
by you to the Trust hereunder shall be for its own use exclusively.
SECTION 5. Payment of Expenses.
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You shall assume and pay all of your own costs and expenses
under this Agreement. The Trust shall assume and pay, or reimburse you for, all
expenses incurred in the operation of the Trust (to the extent not specifically
allocated to you hereunder) and, in particular but without limitation, the Trust
shall bear the cost of and pay all interest, taxes, fees and commissions of
every kind, expenses of issue, repurchase or redemption of shares, expenses of
registering or qualifying shares for sale, insurance, association membership
dues, all charges of custodians (including fees as custodian, escrow agent for
keeping books and performing portfolio valuations), transfer agents, registrars,
dividend disbursing agents, independent auditors and legal counsel, expenses of
preparing, printing and distributing prospectuses and all proxy materials,
reports and notices to shareholders, expenses of distribution of shares in
accordance with a plan adopted pursuant to Rule 12b-1 under the 1940 Act,
out-of-pocket expenses of trustees and fees of trustees who are not "interested
persons", and all other costs incident to the Trust's existence.
SECTION 6. Compensation for Services.
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Each series of the Trust will pay to you monthly, a management
fee determined daily at the rate set forth below times its net assets.
Phoenix-Euclid Market Neutral Fund 1/365 (1/366 for Leap
Years) of 1.50%
Notwithstanding the foregoing, nothing shall preclude you or
your affiliates from executing brokerage transactions for the Trust, charging
the Trust brokerage commissions therefor and deriving profit therefrom, provided
such payments to you by the Trust are reviewed in
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connection with each annual continuation of this Agreement
required by the 1940 Act and Section 9 below.
SECTION 7. Liability of the Investment Manager, etc.
-----------------------------------------
You shall be liable for your own acts and omissions caused by
your willful misfeasance, bad faith or gross negligence in the performance of
your duties or by your reckless disregard of your obligations under this
Agreement, and nothing in this Agreement shall protect you against any such
liability to the Trust or its security holders. You shall not be liable for the
acts and omissions of any agent employed by you, nor for those of any bank,
trust company, broker or other person with whom, or into whose hands, any
monies, shares of the Trust or securities and investments may be deposited or
come, pursuant to the provisions of this Agreement. You shall not be liable for
any defect in title of any property acquired, nor for any loss unless it shall
occur through your own willful default. Subject to the first sentence of this
section, you shall not be liable for any action taken or omitted on advice,
obtained in good faith, of counsel, provided such counsel is satisfactory to the
Trust.
SECTION 8. Termination of Agreement, Assignment, etc.
------------------------------------------
This Agreement may be terminated at any time, without the
payment of any penalty, upon sixty (60) days' written notice by the terminating
party to the other party, by you or by the Trust, acting pursuant to a
resolution adopted by its Board or by a vote of shareholders in accordance with
the requirements of the 1940 Act. This Agreement shall automatically terminate
in the event of its assignment. Termination shall not affect rights of the
parties which have accrued prior thereto.
SECTION 9. Duration of Agreement.
----------------------
Unless sooner terminated, this Agreement shall continue in
effect for two years, and thereafter until terminated, provided that the
continuation of this Agreement and the terms thereof are specifically approved
annually in accordance with the requirements of the 1940 Act by a majority of
the Trustees, including a majority of the Trustees who are not "interested
persons" of you or of the Trust, cast in person at a meeting called for the
purpose of voting on such approval.
SECTION 10. Definitions.
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The terms "assignment" and "interested person" when used is
this Agreement shall have the meanings given such terms in the 1940 Act and the
rules and regulations thereunder.
SECTION 11. Obligation of the Trust.
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The Trust's Agreement and Declaration of Trust is on file with
the Secretary of the State of Delaware and notice is hereby given that this
Agreement is made and executed on behalf
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of the Trust, and not by the Trustees or officers of the Trust individually, and
the obligations of or arising out of this Agreement are not binding upon the
Trustees, officers or shareholders of the Trust individually but are binding
only upon the assets and property of one or more classes or series of the Trust.
SECTION 12. Concerning Applicable Provisions of Law, etc.
---------------------------------------------
This Agreement shall be subject to all applicable provisions
of law, including, without limitation, the applicable provisions of the 1940
Act, and, to the extent that any provisions in this Agreement contained conflict
with any such applicable provisions of law, the latter shall control.
SECTION 13. Counterparts.
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This Agreement may be executed by any one or more of the
parties in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.
SECTION 14. Effective Date.
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This Agreement shall be effective upon the closing of the
acquisition of the Adviser by Phoenix Investment Partners, Ltd., and after its
initial approval by the Board of Trustees and shareholders in accordance with
the 1940 Act.
Very truly yours,
PHOENIX-EUCLID FUNDS
By: /s/Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President
Attest: _____________________
Accepted and agreed to this 1st day of March , 1999.
EUCLID ADVISORS LLC
By: /s/Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Treas. & Asst. Secy
Attest: _______________________________
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