Exhibit h.2
FIRST AMENDMENT TO THE
TRANSFER AGENCY AND SERVICE AGREEMENT
FIRST AMENDMENT TO THE
TRANSFER AGENCY AND SERVICE AGREEMENT
PHOENIX FUNDS
THIS FIRST AMENDMENT is made by and between the undersigned entities
(hereinafter singularly referred to as a "Fund" and collectively referred to as
the "Phoenix Funds" or "Funds"), and Phoenix Equity Planning Corporation
(hereinafter referred to as the "Transfer Agent") and amends the Transfer Agency
and Service Agreement dated as of June 1, 1994 (the "Agreement"), pursuant to
which the Transfer Agent has agreed to provide certain transfer agent and
related services to the Funds.
WHEREAS, The Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001
(the "PATRIOT Act") was enacted and regulations have been promulgated thereunder
that impose new anti-money laundering requirements on financial institutions,
including mutual funds;
WHEREAS, The Phoenix Funds are committed to compliance with the PATRIOT
Act, and implementing regulations thereunder and, the Funds have developed and
implemented a written anti-money laundering program (the "Program"), which is
designed to satisfy the requirements of the PATRIOT Act and implementing
regulations applicable to mutual funds;
WHEREAS, The PATRIOT Act authorizes a mutual fund to delegate to a
service provider, including its transfer agent, the implementation and operation
of the Program;
WHEREAS, The parties mutually desire to amend the Agreement to delegate
the implementation and operation of the Program to the Transfer Agent; and
WHEREAS, The parties further mutually desire to amend the Agreement to
specify their respective roles and responsibilities with respect to Regulation
S-P of the Securities Exchange Commission, the Xxxxxxxx-Xxxxx Act of 2002, and
Rule 38a-1 under the Investment Company Act of 1940, as amended;
NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the parties do hereby agree to amend the
Agreement as follows:
1. Article 1, Section 1.02 is hereby amended by changing the
existing subsection (e) in Section 1.02 of the Agreement to subsection (f) and
adding the following as subsection (e) thereto:
The Funds hereby delegate to the Transfer Agent the implementation,
administration and operation of the Funds' anti-money laundering
program, as such anti-money laundering program is adopted by the Funds
and as amended from time to time (the "Program") provided that such
Program and any amendments are promptly provided to the Transfer Agent.
The Funds hereby further authorize the sub-delegation by the Transfer
Agent of the implementation, administration and operation of certain
aspects of the Funds'
Program to State Street Bank and/or its subdelegatee, Boston Financial
Data Services, Inc. ("Boston Financial") pursuant to that certain
Sub-Transfer Agency and Service Agreement dated June 1, 1994, provided
that the Funds have been given written notice of the terms of such
Program subdelegation. The Transfer Agent agrees to perform all of the
duties delegated under this subsection (e) and to undertake any
subdelegation thereof solely in accordance with terms hereof. The
Transfer Agent further agrees that it will fully cooperate with the
designated anti-money laundering compliance officer (the "AML
Compliance Officer") of the Funds in the discharge of its delegated
duties hereunder. The Transfer Agent agrees to provide to the Funds,
their 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 Funds 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 Funds remain responsible for assuring compliance with the
PATRIOT Act and that the records the Transfer Agent maintains for the
Funds relating to the Funds' 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 Funds 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.
2. Article 8 is hereby amended by adding the following as
Sections 8.06, 8.07, 8.08 and 8.09 thereto:
8.06 The Transfer Agent agrees to cooperate with the Funds and
will facilitate the filing by the Funds and/or their respective
officers and auditors of any and all certifications or attestations as
required by the Xxxxxxxx-Xxxxx Act of 2002, including, without
limitation, furnishing such sub-certifications from relevant officers
of the Transfer Agent with respect to the services and recordkeeping
performed by the Transfer Agent under the Agreement as the Funds 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 Funds' chief
compliance officer for review and the Funds' board of trustees'
approval. The Transfer Agent further agrees to cooperate with the Funds
in their 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.
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8.08 The Transfer Agent agrees that it shall promptly notify
the Funds in the event that a "material compliance matter" (as such
term is defined pursuant to Rule 38a-1 under the 0000 Xxx) 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 Funds (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.
3. Except as expressly amended hereby, all provisions of the
Agreement remain in full force and effect and are unchanged in all other
respects. All initial capitalized terms used but not defined herein shall have
such meaning as ascribed thereto in the Agreement, as amended.
4. This Amendment shall become effective as of the execution
date set forth below.
5. This Amendment may be executed in one or more counterparts,
each of which shall be deemed to be an original and, all of which, when taken
together, shall constitute one and the same instrument.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto intending to be legally bound
have caused this Amendment to be executed by their duly authorized officers or
other representatives as of this 28th day of February, 2004.
PHOENIX FUNDS:
PHOENIX-ABERDEEN WORLDWIDE
OPPORTUNITIES FUND
PHOENIX EQUITY SERIES FUND
PHOENIX-XXXXXXX CALIFORNIA
TAX EXEMPT BOND FUND
PHOENIX INVESTMENT TRUST 97
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX MULTI-SERIES TRUST
PHOENIX-OAKHURST INCOME &
GROWTH FUND
PHOENIX-OAKHURST STRATEGIC
ALLOCATION FUND
PHOENIX PARTNER SELECT FUNDS
PHOENIX SERIES FUND
PHOENIX STRATEGIC EQUITY
SERIES FUND
By: /s/ Xxxxxx X. XxXxxxxxxx
--------------------------------
Name: Xxxxxx X. XxXxxxxxxx
Title: President
PHOENIX EQUITY PLANNING CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
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