EXHIBIT h.2
AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
PHOENIX FUNDS
AND
PHOENIX EQUITY PLANNING CORPORATION
TABLE OF CONTENTS
PAGE
ARTICLE 1. Terms of Appointment; Duties of Transfer Agent.................................3
ARTICLE 2. Fees and Expenses..............................................................6
ARTICLE 3. Representations and Warranties of Transfer Agent...............................6
ARTICLE 4. Representations and Warranties of the Trust....................................6
ARTICLE 5. Data Access and Proprietary Information........................................7
ARTICLE 6. Indemnification................................................................8
ARTICLE 7. Standard of Care..............................................................10
ARTICLE 8. Covenants.....................................................................10
ARTICLE 9. Termination...................................................................11
ARTICLE 10. Assignment....................................................................11
ARTICLE 11. Amendment.....................................................................12
ARTICLE 12. Connecticut Law to Apply......................................................12
ARTICLE 13. Force Majeure.................................................................12
ARTICLE 14. Consequential Damages.........................................................12
ARTICLE 15. Merger of Agreement...........................................................12
ARTICLE 16. Limitations of Liability of the Trustees and Shareholders.....................12
ARTICLE 17. Counterparts..................................................................13
AMENDED AND RESTATED
--------------------
TRANSFER AGENCY AND SERVICE AGREEMENT
-------------------------------------
This AGREEMENT, effective the 1st day of July, 2006, is made by and
between the undersigned entities (hereinafter each referred to as the "Fund" and
collectively referred to as the "Phoenix Funds") and PHOENIX EQUITY PLANNING
CORPORATION (hereinafter referred to as the "Transfer Agent"). This Agreement
supercedes any previous Transfer Agency and Service Agreement entered into
between the above-referenced parties.
W I T N E S S E T H:
ARTICLE 1. TERMS OF APPOINTMENT; DUTIES OF TRANSFER AGENT
----------------------------------------------
1.01 Subject to the terms and conditions set forth in this Agreement,
the Phoenix Funds hereby continue to employ Transfer Agent to act as, and
Transfer Agent agrees to continue acting as, transfer agent for the authorized
and issued shares of beneficial interest of each of the series of the Phoenix
Funds (hereinafter collectively and singularly referred to as "Shares"),
dividend disbursing agent and agent in connection with any accumulation,
open-account or similar plans provided to the shareholders of the Fund
("Shareholders") and as set out in the currently effective registration
statement of the Fund (the prospectus and statement of additional information
portions of such registration statement being referred to as the "Prospectus"),
including, without limitation, any periodic investment plan or periodic
withdrawal program.
1.02 Transfer Agent agrees that it will perform the following
services pursuant to this Agreement:
(a) In accordance with procedures established from time to time by
agreement between the Phoenix Funds and Transfer Agent, Transfer Agent shall:
(i) Receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation therefor to the Custodian appointed from
time to time by the Trustees of the Fund(which entity or
entities, as the case may be, shall be referred to as
the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the each
appropriate Shareholder account;
(iii) Receive for acceptance, redemption requests and
redemption directions and deliver the appropriate
documentation therefor to the Custodian;
(iv) In respect to the transactions in items (i), (ii) and
(iii) above, the Transfer Agent shall execute
transactions directly with broker-dealers authorized by
the Fund who shall thereby be deemed to be acting on
behalf of the Phoenix Funds;
(v) At the appropriate time as and when it receives monies
paid to it by any Custodian with respect to any
redemption, pay over or cause to be paid over in the
appropriate manner such monies as instructed by the
redeeming Shareholders;
(vi) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vii) Prepare and transmit payments for dividends and
distributions declared by the Fund, if any;
(viii) Issue replacement certificates for those certificates
alleged to have been lost, stolen or destroyed upon
receipt by the Transfer Agent of indemnification
satisfactory to the Transfer Agent and the Fund, and the
Transfer Agent at its option, may issue replacement
certificates in place of mutilated stock certificates
upon presentation thereof and without such indemnity;
(ix) Maintain records of account for and advise the Fund and
its respective Shareholders as to the foregoing; and
(x) Record the issuance of Shares and maintain pursuant to
Rule 17Ad-10(e) under the Exchange Act of 1934, a record
of the total number of Shares which are authorized,
issued and outstanding based upon data provided to it by
the Fund. The Transfer Agent shall also provide on a
regular basis to the Fund the total number of Shares
which are authorized, issued and outstanding shall have
no obligation, when recording the issuance of Shares, to
monitor the issuance of such Shares or to take
cognizance of any laws relating to the issue or sale of
such Shares, which functions shall be the sole
responsibility of each respective Fund.
(b) In addition to and not in lieu of the services set forth in the
above paragraph (a), Transfer Agent shall: (i) perform all of the customary
services of a transfer agent, dividend disbursing agent and, as relevant, agent
in connection with accumulation, open-account or similar plans (including
without limitation any periodic investment plan or periodic withdrawal program),
including, but not limited to, maintaining all Shareholder accounts, preparing
Shareholder meeting lists, mailing proxies, receiving and tabulating proxies,
mailing Shareholder reports and Prospectuses to current Shareholders,
withholding taxes on U.S. resident and non-resident alien accounts, preparing
and filing U.S. Treasury Department Forms 1099 and other appropriate forms
required with respect to dividends and distributions by federal authorities for
all Shareholders, preparing and mailing confirmation forms and statements of
account to Shareholders for all purchases and redemptions of Shares and other
confirmable transactions in Shareholder accounts, preparing and mailing activity
statements for Shareholders, and providing Shareholder account information; and
(ii) provide a system which will enable the Fund to monitor the total number of
Shares sold in each State.
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(c) In addition, the Phoenix Funds shall (i) identify to Transfer
Agent in writing those transactions and assets to be treated as exempt from blue
sky reporting for each State, and (ii) verify the establishment of transactions
for each State on the system prior to activation and thereafter monitor the
daily activity for each State. The responsibility of Transfer Agent for the
Fund's blue sky State registration status is solely limited to the initial
establishment of transactions subject to blue sky compliance by the Phoenix
Funds and the reporting of such transactions to the Fund as provided above.
(d) Procedures as to who shall provide certain of the services in
Article 1 may be established from time to time by agreement between the Phoenix
Funds and Transfer Agent per the attached service responsibility schedule, if
any. The Transfer Agent may at times perform only a portion of these services
and the Phoenix Funds or its agent may perform these services on behalf of the
Fund.
(e) The Fund hereby delegates to the Transfer Agent the
implementation, administration and operation of the Fund's anti-money laundering
program, as such anti-money laundering program is adopted by the Fund and as
amended from time to time (the "Program") provided that such Program and any
amendments are promptly provided to the Transfer Agent. The Fund hereby further
authorizes the sub-delegation by the Transfer Agent of the implementation,
administration and operation of certain aspects of the Fund's Program to Boston
Financial Data Services, Inc. ("BFDS"). The Transfer Agent further agrees that
it will fully cooperate with the designated anti-money laundering compliance
officer (the "AML Compliance Officer") of the Fund in the discharge of its
delegated duties hereunder. The Transfer Agent agrees to provide to the Fund,
its AML Compliance Officer, internal or external auditors, regulatory
authorities or the duly appointed agents of any of the foregoing (collectively,
the "Interested Parties") any and all necessary reports and information
requested by the Fund or any of the Interested Parties, as the case may be, with
respect to the Transfer Agent's performance of its delegated duties under the
Program.
In connection with the performance by the Transfer Agent of the
above-delegated duties, the Transfer Agent understands and acknowledges that the
Fund remains responsible for assuring compliance with the Patriot Act and that
the records the Transfer Agent maintains for the Fund relating to the Fund's
Program may be subject, from time to time, to examination and/or inspection by
federal regulators in order that the regulators may evaluate the compliance of
the Fund with the Patriot Act. The Transfer Agent hereby consents to such
examination and/or inspection and agrees to cooperate with such federal
examiners in connection with their review. For purposes of such examination
and/or inspection, the Transfer Agent will use its best efforts to make
available, during normal business hours, all required records and information
for review by such examiners.
(f) The Transfer Agent shall provide additional services on behalf
of the Phoenix Funds (i.e., escheatment services) which may be agreed upon in
writing between the Phoenix Funds and the Transfer Agent.
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ARTICLE 2. FEES AND EXPENSES
-----------------
2.01 In consideration of the services provided by the Transfer Agent
pursuant to this Agreement, the Fund agrees to pay Transfer Agent the fees set
forth in Schedule A attached hereto and made a part hereof. Fees and
out-of-pocket expenses and advances identified under Section 2.02 below may be
changed from time to time subject to mutual written agreement between the Fund
and Transfer Agent. Nothing herein shall preclude the assignment of all or any
portion of the foregoing fees and expense reimbursements to any sub-agent
contracted by Transfer Agent.
2.02 In addition to the fee paid under Section 2.01 above, the
Phoenix Funds agree to reimburse Transfer Agent for out-of-pocket expenses or
advances incurred by Transfer Agent for the items set out in Schedule A attached
hereto. In addition, any other expenses incurred by Transfer Agent at the
request or with the consent of the Fund, will be reimbursed by the Fund
requesting same.
2.03 The Phoenix Funds agree to pay all fees and reimbursable
expenses within five days following the mailing of the respective billing
notice. The above fees will be charged against the Fund's custodian checking
account five (5) days after the invoice is transmitted to the Phoenix Funds.
Postage for mailing of dividends, proxies, Fund reports and other mailings to
all Shareholder accounts shall be advanced to Transfer Agent at least seven (7)
days prior to the mailing date of such materials.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF TRANSFER AGENT
------------------------------------------------
The Transfer Agent represents and warrants to the Phoenix Funds that:
3.01 It is a corporation organized and existing and in good standing
under the laws of the State of Connecticut.
3.02 It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement.
3.03 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
3.04 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
3.05 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.
ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF THE TRUST
-------------------------------------------
The Phoenix Funds represent and warrant to Transfer Agent that:
4.01 All corporate or trust proceedings, as the case may be, required
to enter into and perform this Agreement have been undertaken and are in full
force and effect.
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4.02 The Fund is an open-end, management investment company
registered under the Investment Company Act of 1940.
4.03 A registration statement under the Securities Act of 1933 is
currently effective for the Fund and such registration statement will remain
effective, and appropriate state securities law filings have been made and will
continue to be made, with respect to all Shares being offered for sale.
ARTICLE 5. DATA ACCESS AND PROPRIETARY INFORMATION
-----------------------------------------
5.01 The Phoenix Funds acknowledge that the data bases, computer
programs, screen formats, report formats, interactive design techniques, and
documentation manuals furnished to the Phoenix Funds by the Transfer Agent as
part of the Fund's ability to access certain Fund-related data ("Customer Data")
maintained by the Transfer Agent on data bases under the control and ownership
of the Transfer Agent or other third party ("Data Access Services") constitute
copyrighted, trade secret, or other proprietary information (collectively,
"Proprietary Information") of substantial value to the Transfer Agent or other
third party. In no event shall Proprietary Information be deemed Customer Data.
The Phoenix Funds agree to treat all Proprietary Information as proprietary to
the Transfer Agent and further agrees that it shall not divulge any Proprietary
Information to any person or organization except as may be provided hereunder.
Without limiting the foregoing, the Phoenix Funds agree for itself and its
employees and agents:
(a) to access Customer Data solely from locations as may be
designated in writing by the Transfer Agent and solely in
accordance with the Transfer Agent's applicable user
documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of
the Proprietary Information, and if such access is inadvertently
obtained, to inform in a timely manner of such fact and dispose
of such information in accordance with the Transfer Agent's
instructions;
(d) to refrain from causing or allowing third-party data acquired
hereunder from being retransmitted to any other computer
facility or other location, except with the prior written
consent of the Transfer Agent;
(e) that the Phoenix Funds shall have access only to those
authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer
Agent to protect at the Transfer Agent's expense the rights of
the Transfer Agent in Proprietary Information at common law,
under federal copyright law and under other federal or state
law.
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Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Article 5. The obligations of this Article
shall survive any earlier termination of this Agreement.
5.02 If the Phoenix Funds notifies the Transfer Agent that any of the
Data Access Services do not operate in material compliance with the most
recently issued user documentation for such services, the Transfer Agent shall
endeavor in a timely manner to correct such failure. Organizations from which
the Transfer Agent may obtain certain data included in the Data Access Services
are solely responsible for the contents of such data and the Phoenix Funds
agrees to make no claim against the Transfer Agent arising out of the contents
of such third-party data, including, but not limited to, the accuracy thereof.
DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED
IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE
TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED
HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Phoenix Funds include the
ability to originate electronic instructions to the Transfer Agent in order to
(i) effect the transfer or movement of cash or Shares or (ii) transmit
Shareholder information or other information (such transactions constituting a
"COEFI"), then in such event the Transfer Agent shall be entitled to rely on the
validity and authenticity of such instruction without undertaking any further
inquiry as long as such instruction is undertaken in conformity with security
procedures established by the Transfer Agent from time to time.
ARTICLE 6. INDEMNIFICATION
---------------
6.01 The Transfer Agent shall not be responsible for, and the Phoenix
Funds shall indemnify and hold Transfer Agent harmless from and against, any and
all losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to:
(a) All actions of Transfer Agent or its agent or subcontractors
required to be taken pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful misconduct.
(b) The lack of good faith, negligence or willful misconduct by the
Phoenix Funds which arise out of the breach of any representation or warranty of
the Phoenix Funds hereunder.
(c) The reliance on or use by the Transfer Agent or its agents or
subcontractors of information, records and documents which (i) are received by
Transfer Agent or its agents or subcontractors, and (ii) have been prepared,
maintained or performed by the Phoenix Funds or any other person or firm on
behalf of the Phoenix Funds including but not limited to any previous transfer
agent or registrar.
(d) The reliance on, or the carrying out by Transfer Agent or its
agents or subcontractors of any instructions or requests of the Phoenix Funds.
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(e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state or in
violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state.
6.02 Transfer Agent shall indemnify and hold the Phoenix Funds
harmless from and against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liability arising out of or attributable to any
action or failure or omission to act by Transfer Agent, or any sub-agent, as a
result of Transfer Agent's, or such sub-agent's, lack of good faith, negligence
or willful misconduct.
6.03 At any time the Transfer Agent may apply to any officer of the
Phoenix Funds for instructions, and may consult with legal counsel with respect
to any matter arising in connection with the services to be performed by
Transfer Agent under this Agreement, and Transfer Agent and its agents or
subcontractors shall not be liable and shall be indemnified by the Phoenix Funds
for any action taken or omitted by it in reliance upon such instructions or upon
the opinion of such counsel. The Transfer Agent, its agents and subcontractors
shall be protected and indemnified in acting upon any paper or document
furnished by or on behalf of the Phoenix Funds, reasonably believed to be
genuine and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided Transfer Agent or
its agents or subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Phoenix Funds, and shall not be held to
have notice of any change of authority of any person, until receipt of written
notice thereof from the Phoenix Funds. Transfer Agent, its agents and
subcontractors shall also be protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the proper manual or
facsimile signatures of the officers of the Fund, and the proper
countersignature of any former transfer agent or registrar, or of a co-transfer
agent or co-registrar.
6.04 In order that the indemnification provisions contained in this
Article 6 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
6.05 Transfer Agent hereby expressly acknowledges that recourse
against the Phoenix Funds, if any, shall be subject to those limitations
provided by governing law and the applicable Declaration of Trust of the Phoenix
Fund, as applicable, and agrees that obligations assumed by the Phoenix Funds
hereunder shall be limited in all cases to the Phoenix Funds and their
respective assets. Transfer Agent shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Phoenix Funds, nor
shall the Transfer Agent seek satisfaction of any obligations from the Trustees
or any individual Trustee of the Phoenix Funds.
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ARTICLE 7. STANDARD OF CARE
----------------
7.01 The Transfer Agent shall at all times act in good faith and
agrees to use its best efforts within reasonable limits to insure the accuracy
of all services performed under this Agreement, but assumes no responsibility
and shall not be liable for loss or damage due to errors unless said errors are
caused by its negligence, bad faith, or willful misconduct of that of its
employees.
ARTICLE 8. COVENANTS
---------
8.01 The Phoenix Funds shall promptly furnish to Transfer Agent the
following:
(a) A certified copy of the resolution of its Trustees authorizing
the appointment of Transfer Agent and the execution and delivery of this
Agreement.
(b) A copy of the Declaration of Trust and By-Laws, and all
amendments thereto, of the Fund.
8.02 The Transfer Agent hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Phoenix Funds for
safekeeping of stock certificates, check forms and facsimile signature
imprinting devices, if any; and for the preparation or use, and for keeping
account of, such certificates, forms and devices.
8.03 The Transfer Agent shall keep records relating to the services
to be performed hereunder, in the form and manner as it may deem advisable. To
the extent required by Section 31 of the Investment Company Act of 1940, as
amended, and the Rules thereunder, Transfer Agent agrees that all such records
prepared or maintained by Transfer Agent relating to the services to be
performed by Transfer Agent hereunder are the property of each respective Fund
and will be preserved, maintained and made available in accordance with such
Section and Rules, and will be surrendered promptly to each respective Fund on
and in accordance with its request.
8.04 The parties agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any other person, except
as may be required by law.
8.05 In case of any requests or demands for the inspection of the
Shareholder records, Transfer Agent will endeavor to notify the affected Fund
and to secure instructions from an authorized officer of such Fund as to such
inspection. Transfer Agent reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel that it
may be held liable for the failure to exhibit the Shareholder records to such
person.
8.06 The Transfer Agent agrees to cooperate with the Fund and will
facilitate the filing by the Fund and/or its officers and auditors of any and
all certifications or attestations as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of
2002, including, without limitation, furnishing such sub-certifications from
relevant officers of the Transfer Agent with respect to the services and
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recordkeeping performed by the Transfer Agent under the Agreement as the Fund
shall reasonably request from time to time.
8.07 Upon request, the Transfer Agent agrees to provide its written
policies and procedures pursuant to Rule 38a-1 under the Investment Company Act
of 1940, as amended to the Fund's chief compliance officer for review and the
Fund's board of trustees' approval. The Transfer Agent further agrees to
cooperate with the Fund in its review of such written policies and procedures,
including without limitation furnishing such certifications and
sub-certifications as the Funds shall reasonably request from time to time.
8.08 The Transfer Agent agrees that it shall promptly notify the Fund
in the event that a "material compliance matter" (as such term is defined
pursuant to Rule 38a-1 under the ▇▇▇▇ ▇▇▇) arises with respect the services it
provides under the Agreement.
8.09 The Transfer Agent shall not, directly or indirectly, disclose
or use any nonpublic personal information regarding the consumers or customers
of the Fund (as the terms "consumer" and "customer" are defined in Rule 3(g) and
3(i), respectively, of Regulation S-P of the Securities and Exchange
Commission), other than to carry out the functions contemplated by this
Agreement, and the Transfer Agent shall establish appropriate administrative,
technical and physical safeguards to protect the security, confidentiality and
integrity of any such nonpublic personal information.
ARTICLE 9. TERMINATION
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9.01 This Agreement may be terminated by either party upon one
hundred twenty (120) days written notice to the other. The parties mutually
acknowledge that the termination of this Agreement by one, but not each Fund
shall not effect a termination of this Agreement as to all other Phoenix Funds
which have not terminated the Agreement.
9.02 Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material will
be borne by the terminating Fund. Additionally, Transfer Agent reserves the
right to charge any other reasonable expenses associated with such termination
and/or a charge equivalent to the average of three (3) months' fees to the
terminating Fund.
ARTICLE 10. ASSIGNMENT
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10.01 Except as provided in Section 10.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
10.02 This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.
10.03 The Transfer Agent may, without further consent on the part of
any of the Phoenix Funds, subcontract for the performance hereof with one or
more sub-agents; provided,
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however, that Transfer Agent shall be as fully responsible to the Fund for the
acts and omissions of any subcontractor as it is for its own acts and omissions.
ARTICLE 11. AMENDMENT
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11.01 This Agreement may be amended or modified by a written amendment
to the Agreement executed by the parties and authorized or approved by a
resolution of the Trustees of each respective Fund.
ARTICLE 12. CONNECTICUT LAW TO APPLY
------------------------
12.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Connecticut.
ARTICLE 13. FORCE MAJEURE
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13.01 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.
ARTICLE 14. CONSEQUENTIAL DAMAGES
---------------------
14.01 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for any
act or failure to act hereunder.
ARTICLE 15. MERGER OF AGREEMENT
-------------------
15.01 This Agreement, as may be amended from time to time, constitutes
the entire agreement between the parties hereto and supersedes any prior
agreement with respect to the subject matter hereof whether oral or written.
15.02 This Agreement shall not be merged with or construed in
conjunction with any other current or future agreement between the Phoenix Funds
and Phoenix Equity Planning Corporation, each and all of which agreements shall
at all times remain separate and distinct.
ARTICLE 16. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS
---------------------------------------------------------
16.01 For the Phoenix Funds that are formed as Massachusetts business
trusts, notice is hereby given that the Agreements and Declarations of such
trusts are on file with the Secretary of the Commonwealth of Massachusetts and
were executed on behalf of the Trustees of the trusts as Trustees and not
individually and that the obligations of this instrument are not binding upon
any of the Trustees or Shareholders individually but are binding only upon the
assets and property of the Fund.
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ARTICLE 17. COUNTERPARTS
------------
17.01 This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf and through their duly authorized
officers, as of the day and year first above written.
PHOENIX ADVISER TRUST
PHOENIX ASSET TRUST
PHOENIX CA-TAX-EXEMPT BOND FUND
PHOENIX EQUITY SERIES FUND
PHOENIX EQUITY TRUST
PHOENIX INSIGHT FUNDS TRUST
PHOENIX INSTITUTIONAL MUTUAL
FUNDS
PHOENIX INVESTMENT SERIES FUND
PHOENIX INVESTMENT TRUST 06
PHOENIX INVESTMENT TRUST 97
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX MULTI-SERIES TRUST
PHOENIX OPPORTUNITIES TRUST
PHOENIX PHOLIOS(SM)
PHOENIX PORTFOLIOS
PHOENIX SERIES FUND
PHOENIX STRATEGIC EQUITY SERIES
FUND
(COLLECTIVELY, THE "PHOENIX FUNDS")
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
ATTEST:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President, Chief Legal Officer,
Counsel and Secretary
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PHOENIX EQUITY PLANNING CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Secretary
ATTEST:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President and Assistant
Secretary
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SCHEDULE A
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FEE SCHEDULE
TOTAL TRANSFER AGENT FEE
------------------------
Base Fee $3,200,000
Direct Accounts $17.30 per account
Networked Accounts $ 6.45 per account
Omnibus Accounts $ 7.40 per underlying account
Closed Accounts $ 2.40 per account
Out-of-Pocket Expenses
Account Charges:
Account Charges will be allocated on the basis of the number of accounts.
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Base Fees:
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Base Fees will be allocated according to average net assets.
Out-of-Pocket Expenses: Out-of-pocket expenses include, but are not limited to:
expenses invoiced by broker-dealers and financial institutions for shareholder
servicing including up to $10.85 per account for network level 3 and $17.30 for
each account held in an omnibus account, confirmation production, postage,
forms, telephone, microfilm, microfiche, stationary and supplies billed as
..1122% of postage costs per piece of mail and expenses incurred at the specific
direction of the Fund. Postage for mass mailings is due seven days in advance of
the mailing date.