EXHIBIT NO. 9(C)
FORM OF SUB-ADMINISTRATION AGREEMENT
SUB-ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of the 3rd day of September, 1997 by and
between XXXXX XXXXXXXX & ASSOCIATES, INC., a California corporation ("REA"), and
PHOENIX EQUITY PLANNING CORPORATION, a Connecticut corporation (the
"Administrator").
WITNESSETH
WHEREAS, the Administrator provides administrative services to the
Phoenix-Xxxxxxxx Funds (the "Trust"), a diversified open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act") pursuant to an Administration Agreement dated September 3, 1997; and
WHEREAS, the Administrator desires to retain REA to render certain
sub-administrative services to each series of the Trust listed on Appendix A
hereto, as the same may be amended from time to time (each, a "Fund" and
collectively, the "Funds"), and REA is willing to render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Administrator hereby appoints REA as a
Sub-Administrator on the terms set forth in this Agreement. REA accepts such
appointment and agrees to render the services herein set forth for the
compensation herein provided.
2. Duties as Sub-Administrator. Subject to the supervision and
direction of the Administrator, REA, as Sub-Administrator, will assist in
supervising various aspects of the Fund's administrative operations and
undertakes to perform the following services on a regular basis which shall be
daily, weekly or as otherwise appropriate, unless otherwise specified by the
Administrator, the Trust, or the Funds:
(a) preparing any or all tax returns, securities, filings, periodic
financial reports, prospectuses, statements of additional
information, shareholder reports and other regulatory reports
that are required of the Funds;
(b) issuing correspondence to shareholders (including, upon
request, copies, but not originals, of regular correspondence,
confirmations or regular statements of account);
(c) mailing shareholder reports and prospectuses pursuant to
requests of shareholders;
(d) providing assistance and personnel necessary to maintain each
Fund's qualification and/or registration to sell shares in each
state where the Administrator has determined such qualification
and/or registration to be advisable; and
(e) providing Fund accounting services, including without
limitation furnishing assistance and personnel necessary to
price the portfolio securities of each Fund, calculate each
Fund's net asset value for purposes of reporting to the public
and other purposes, and prepare and maintain the books and
records with respect to the Fund's investment portfolio as
required by applicable laws.
3. Standard of Care. REA shall be under no duty to take any action on
behalf of the Trust, the Funds or the Administrator except as specifically set
forth herein or as may be specifically agreed to by REA in writing. In the
performance of its duties hereunder, REA shall be obligated to exercise due care
and diligence and to act in good faith and to use its best efforts. Without
limiting the generality of the foregoing or of any other provision of this
Agreement, REA shall not be liable for delays or errors or loss of data
occurring by reason of circumstances beyond REA's control.
4. Reliance Upon Instructions. The Administrator agrees that REA shall
be entitled to rely upon any instructions, oral or written, actually received by
REA and shall incur no liability to the Administrator in acting upon such oral
or written instructions, provided such instructions reasonably appear to have
been received from an officer of the Administrator or any other person duly
authorized by the Administrator to give oral or written instructions on behalf
of the Administrator.
5. Confidentiality. REA agrees on behalf of itself and its employees to
treat confidentially all records and other information relative to the
Administrator, the Funds and the Trust, and all prior, present or potential
Shareholders of the Fund, except after prior notification to, and approval of
release of information in writing by, the Trust or the Administrator, which
approval shall not be unreasonably withheld, and may not be withheld where REA
may be exposed to civil or criminal contempt proceedings for failure to comply,
when requested to divulge such information by duly constituted authorities, or
when so requested by the Administrator or the Trust.
6. Equipment Failures. In the event of equipment failures or the
occurrence of events beyond REA's control which render the performance of REA's
functions under this Agreement impossible, REA shall take reasonable steps to
minimize service
interruptions and is authorized to engage the services of third parties to
prevent or remedy such service interruptions.
7. Independent Contractor. REA shall, for all purposes herein, be
deemed to be an independent contractor, and shall, unless otherwise expressly
provided and authorized to do so, have no authority to act for or represent the
Administrator, the Trust or the Funds in any way, or in any way be deemed an
agent for the Administrator, the Trust or for the Funds. It is expressly
understood that performance under this Agreement by REA does not limit or expand
the duties and responsibilities of REA, as each Fund's Manager under the
Investment Management Agreement dated September __, 1997.
8. Compensation.
(a) As compensation for the services rendered by, and
responsibilities assumed by, REA during the term of this Agreement, the
Administrator will pay to REA a sub-administration fee in an amount equal to the
per annum rate of each Fund's average daily net assets as follows:
0.60% of the value of net assets up to and including $50,000,000;
and
0.50% of the value of net assets over $50,000,000 up to and
including $500,000,000; and
0.40% of the value of net assets over $500,000,000 up to and
including $625,000,000; and
0.30% of the value of net assets over $625,000,000.
(b) The sub-administration fee shall be accrued daily by the
Administrator and paid to REA upon request.
9. Indemnification. The Administrator agrees to indemnify and hold
harmless REA from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, liabilities arising under the
Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act, and
any state and foreign securities laws, all as amended from time to time) and
expenses, including (without limitation) reasonable attorneys' fees and
disbursements, arising directly or indirectly from any action or thing which REA
takes or does or omits to take or do (i) at the request or on the direction of
or in reliance on the advice of the Administrator, the Trust or the Funds or
(ii) upon oral or written instructions from an officer of the Administrator, the
Trust or the Funds, provided, that REA shall not be indemnified against any
liability to the Administrator (or any expenses incident to such liability)
arising out of REA's own willful misfeasance, bad faith, negligence or reckless
disregard of its duties and obligations under this Agreement.
REA agrees to indemnify and hold harmless the Administrator and its officers and
directors from all claims and liabilities (including, without limitation,
liabilities arising under the Securities Act of 1933, the Securities Exchange
Act of 1934, the 1940 Act, and any state and foreign securities laws, all as
amended from time to time) and expenses, including (without limitation)
reasonable attorneys' fees and disbursements, arising directly or indirectly
from any action or thing which REA takes or does or omits to take or do which
is in violation of this Agreement or not in accordance with instructions
properly given by an officer of the Administrator, the Trust or the Funds or
arising out of REA's own willful misfeasance, bad faith, negligence or reckless
disregard of its duties and obligations under this Agreement.
10. Duration and Termination. This Agreement shall continue until
December 31, 1997 unless terminated earlier by the Administrator or REA on 60
days' written notice to the other. This Agreement may be terminated as to one or
more of the Funds without affecting its validity to any other Fund as to which
it is not terminated. All notices and other communications hereunder shall be in
writing.
11. Amendments. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such charge or waiver is sought.
12. Books and Records. REA agrees that all records which it maintains
for each Fund are the property of such Fund, and REA will surrender promptly to
such Fund or the Administrator any such records upon the Fund's or the
Administrator's request. REA further agrees to maintain and preserve any such
records for the periods prescribed under the Rules promulgated under the 1940
Act.
13. Miscellaneous.
(a) This Agreement embodies the entire agreement and understanding
between the parties thereto, and supersedes all prior agreements and
understandings, relating to the subject matter hereof.
(b) The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
(c) This Agreement shall be governed by and construed in accordance
with the laws of the State of California as applicable to contracts between
California residents entered into and to be performed entirely within
California.
(d) If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
(e) This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors.
(f) This Agreement may not be assigned without the mutual consent of
the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
XXXXX XXXXXXXX & ASSOCIATES, INC.
By: ____________________________
Xxxxx Xxxxxxxx,
President
PHOENIX EQUITY PLANNING CORPORATION
By: ____________________________
Name: ______________________
Title: _____________________
Appendix A attached.
13593.01
APPENDIX A
List of Funds subject to Sub-Administration Agreement:
1. The Phoenix-Xxxxxxxx Growth Fund
2. The Phoenix-Xxxxxxxx Balanced Return Fund
3. The Phoenix-Xxxxxxxx Nifty Fifty Fund
4. The Phoenix-Xxxxxxxx Global Growth Fund
5. The Phoenix-Xxxxxxxx Small & Mid-Cap Growth Fund
6. The Phoenix-Xxxxxxxx Value 25 Fund