Exhibit 9.1a
Sub-transfer Agent Agreement
SUB-TRANSFER AGENT AGREEMENT
THIS AGREEMENT effective as of the 1st day of June, 1994, by and
between PHOENIX EQUITY PLANNING CORPORATION, having a principal place of
business located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter referred to as the "Transfer Agent"); and STATE STREET BANK AND
TRUST COMPANY, having a principal place of business located at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (hereinafter referred to as the "Sub-Transfer
Agent").
WITNESSETH:
WHEREAS, Transfer Agent has entered into a Transfer Agency Agreement
with the Phoenix Funds (collectively referred to herein as the "Phoenix Funds")
dated as of June 1, 1995, pursuant to which the Phoenix Funds have appointed
Transfer Agent as transfer agent, dividend disbursing agent, and plan agent for
shareholders of the Phoenix Funds (the "Transfer Agency Agreement");
WHEREAS, Transfer Agent wishes to appoint the Sub-Transfer Agent as its
agent, and Sub-Transfer Agent is willing to accept such appointment, to carry
out certain of Transfer Agent's duties under the Transfer Agency Agreement
solely with respect to those shareholders of the Phoenix Funds whose accounts
have been or are hereafter created and duly recorded on the books and records of
the Phoenix Funds (collectively, the "Shareholders"); and
WHEREAS, the parties desire to set forth herein their mutual agreements
and understandings with respect to the foregoing.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency thereof being hereby acknowledged and
affirmed, Transfer Agent and Sub-Transfer Agent hereby agree as follows:
1. Appointment of Agent
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Transfer Agent hereby appoints Sub-Transfer Agent as its non-exclusive
agent to carry out the duties and functions of the Transfer Agent set forth in
Schedule A attached hereto and made a part hereof and as set forth below.
Sub-Transfer Agent hereby agrees to accept such appointment and carry out the
responsibilities set forth in Schedule A attached hereto and made a part hereof,
upon the terms and conditions set forth herein. Transfer Agent agrees to supply
the Sub-Transfer Agent with all documents, records and other information
supplied to the Transfer Agent by the Phoenix Funds pursuant to the Transfer
Agency Agreement, as may be reasonable necessary for the Sub-Transfer Agent to
carry out its responsibilities hereunder.
2. Fees
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In consideration for the Sub-Transfer Agent's performance hereunder,
Transfer Agent agrees to pay to the Sub-Transfer Agent an annual fee equal to
$6.95 per shareholder account in the Phoenix Funds as to which the Sub-Transfer
Agent actually supplies the services described herein, payable at the rate of
1/12 of the annual fee per month due within 10 days after the last day of each
month. The fee will be due for an account in the month that an account opens or
closes. This Agreement and the fee contemplated hereunder shall apply only to
those shareholder accounts specifically designated to the Sub-Transfer Agent by
Transfer Agent in writing as being covered by the terms of this Agreement. The
number of shareholder accounts subject to the provisions hereof shall be
certified each year by independent public accountants retained by the and at the
expense of the Sub-Transfer Agent as of a month selected by the Transfer Agent
and/or Phoenix Funds.
3. Standard of Care; Indemnity
---------------------------
(a) The Sub-Transfer Agent shall be held to a standard of care in
carrying out the provisions of
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this Agreement imposed by any and all applicable laws or regulations now or
hereafter affecting the subject matter hereof. Transfer Agent shall endeavor to
inform the Sub-Transfer Agent of any condition of which Transfer Agent has
actual knowledge which could cause the Sub-Transfer Agent to violate its
standard of care, and the Sub-Transfer Agent shall immediately correct any such
condition. Notwithstanding the foregoing, the Transfer Agent assumes no duty or
obligation, whether express or implied, to monitor Sub-Transfer Agent's
compliance with governing laws and standards.
(b) The Sub-Transfer Agent does hereby indemnify and hold both the
Transfer Agent and each of the Phoenix Funds and their respective employees,
agents, representatives and affiliates (collectively, the "Indemnified Parties")
harmless from any losses, claims, damages, liabilities, and expenses, including,
without limitation, counsel fees and expenses (hereinafter collectively referred
to as "losses") which any of the Indemnified Parties may incur in connection
with the Sub-Transfer Agent's activities hereunder, unless such losses directly
result from the gross negligence, willful misconduct, or bad faith of the
Transfer Agent.
(c) The Transfer Agent is entitled to indemnification pursuant to the
terms of the Transfer Agency Agreement. The Transfer Agent agrees to indemnify
the Sub-Transfer Agent for the Sub-Transfer Agent's losses to the extent, but
only to the extent, that the Transfer Agent is entitled to and receives
indemnification from the Phoenix Funds pursuant to the terms of the Transfer
Agency Agreement in connection with the events upon which the Sub-Transfer
Agent's indemnification claim is based. Transfer Agent agrees to advise the
Phoenix Funds of any claim of the Sub-Transfer Agent for the Sub-Transfer
Agent's indemnification arising in connection with the Sub-Transfer Agent's
activities in carrying out the responsibilities of the Transfer Agent as
provided herein. Except as expressly provided in the second sentence of this
Subsection (c), Transfer Agent shall not otherwise be liable to or be required
to indemnify the Sub- Transfer Agent in connection with any losses by the
Sub-Transfer Agent arising hereunder or under the Transfer Agency Agreement
unless such losses directly or indirectly resulted from the Transfer Agent's own
negligence, willful misconduct, or bad faith.
4. Representations and Warranties of Sub-Transfer Agent
----------------------------------------------------
The Sub-Transfer Agent hereby represents, warrants and certifies to the
Transfer Agent and each of the Phoenix Funds that:
(a) it has the power and authority and has taken all requisite actions
in order to authorize the execution and performance of this Agreement by the
Sub-Transfer Agent;
(b) it has and will continue to have access to all necessary
facilities, equipment and personnel requires in order to perform its duties and
obligations under this Agreement;
(c) it has implemented procedures and systems acceptable to the
Transfer Agent to safeguard the Phoenix Funds' records and other data from loss
or damage attributable to fire, theft or any other cause; and
(d) it is and shall continue to be a duly registered transfer agent
pursuant to Section 17A(c)(2) of the Securities Exchange Act of 1934.
5. Covenants of Sub-Transfer Agent
-------------------------------
Sub-Transfer Agent covenants that:
(a) it shall utilize and employ reasonable control procedures
acceptable to the Transfer Agent, and shall promptly advise Transfer Agent of
any errors or mistakes in the data or information transmitted to Transfer Agent
or its designee, the records maintained or output generated thereby and, using
normal audit and control procedures, Sub-Transfer Agent shall verify all output
received from the Transfer Agent or its
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designee;
(b) it shall provide to Transfer Agent or its designee, in the formats
and form specified by Transfer Agent, all information and data required in
connection therewith so that the output shall be complete and accurate when it
is generated for the Phoenix Funds by the Transfer Agent, and the Sub-Transfer
Agent shall be responsible and liable for the cost or expense of regenerating
any output if the Sub-Transfer Agent shall have failed to provide any such data
or information or failed to verify and reconcile any such data or information
before data or information is generated for the Phoenix Funds by the Transfer
Agent;
(c) in the event the Sub-Transfer Agent shall erroneously provide
information or shall provide incorrect information or data to the Transfer Agent
or its designee, it shall correct such information and data and provide the
corrected information or data to the Transfer Agent or its designee;
(d) all information furnished to or obtained by Sub-Transfer Agent
pertaining to the procedures, programs and data bases of Transfer Agent or its
designees is confidential and proprietary to Transfer Agent, and the
Sub-Transfer Agent shall not disclose such information, directly or indirectly,
to any third party except to the extent that is required by law;
(e) it shall make its facilities and records, including without
limitation, financial records, historical records relating to transactions, all
written communications and related transmissions, and records of any service
bureau available for inspection and examination by Transfer Agent and/or Phoenix
Funds and its and their respective representatives during normal business hours
in order that the Transfer Agent and/or Phoenix Funds and its and their
respective representatives may determine, monitor and review the Sub-Transfer
Agent's performance of its duties and responsibilities hereunder;
(f) it shall maintain and preserve all records required by governing
Federal and State laws and regulations to be maintained and preserved in
connection herewith and will otherwise comply with all laws, rules and
regulations applicable to the services to be provided hereunder; and
(g) it shall, at all times, maintain adequate insurance coverage in an
amount acceptable to Transfer Agent to satisfy all of its reasonable anticipated
liabilities hereunder.
6. Covenants of Transfer Agent
---------------------------
Transfer Agent agrees that all information furnished to or obtained by
it pertaining to procedures, programs, and data bases of the Sub-Transfer Agent
or its designees is confidential and proprietary to the Sub- Transfer Agent, and
it shall not disclose such information directly or indirectly to any third party
except to the extent required by law.
7. Miscellaneous
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Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof. This Agreement
shall be constructed and enforced in accordance with and governed by the laws of
the State of Connecticut. This Agreement may be executed simultaneously in
counterparts, each of which taken together shall constitute one and the same
instrument.
8. Amendments; Termination
-----------------------
This Agreement may be terminated at any time by six months' written
notice given to the other party; provided however that this Agreement may be
terminated immediately at any time by Transfer Agent in the event that either
the Transfer Agency Agreement is terminated or in the event that the
Sub-Transfer Agent fails to cure a breach of, or a failure to perform its duties
hereunder within thirty (30) days following written
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notice of such breach or failure or in the event that the Sub-Transfer Agent
shall cease to be a registered transfer agent.
9. Limitations of Shareholder Liability
------------------------------------
Sub-Transfer Agent hereby expressly acknowledges that recourse against
any of the Phoenix Funds shall be subject to those limitations provided by
governing law and the Declaration of Trust of the Phoenix Funds, as applicable,
and agrees that obligations assumed by the Phoenix Funds pursuant to the
Transfer Agency Agreement shall be limited in all cases to the Phoenix Funds and
their respective assets. Sub-Transfer Agent shall not seek satisfaction of any
such obligation from the shareholders or any shareholder of the Phoenix Funds,
nor shall the Sub-Transfer Agent seek satisfaction of any obligations from the
Trustees/Directors or any individual Trustee/Director of the Phoenix Funds.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
above written.
Transfer Agent
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PHOENIX EQUITY PLANNING CORPORATION
ATTEST:
-------
By:
Name:
Title:
Sub-Transfer Agent
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STATE STREET BANK AND TRUST COMPANY
ATTEST:
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By:
Name:
Title:
SCHEDULE A
Duties and Functions of
STATE STREET BANK AND TRUST COMPANY
1) Cash processing and reconciliation
2) Check production and reconciliation
3) Adjustment/account corrections
4) Records retention
5) Certificate production
6) Compliance Functions
7) IRS Filings and Reporting - Including the production of individual
shareholder tax documents