Exhibit 9.2
Form of Financial Agent Agreement
FINANCIAL AGENT AGREEMENT
THE PHOENIX EDGE SERIES FUND
November 15, 1995
To: Phoenix Home Life Mutual Insurance Company ("Phoenix Home Life")
This will confirm our arrangements with respect to assets attributable to the
Phoenix Home Life Variable Accumulation Account, established November 1, 1982
(the "VA Account") and the Phoenix Home Life Variable Universal Life Account,
established June 17, 1985 (the "VUL Account") that are invested in The Phoenix
Edge Series Fund (the "Trust"), as follows:
0.Xxxxxxxx and Expenses. Members of the Board of Trustees or officers of the
Trust who are officers or employees of Phoenix Home Life or one of its
affiliate companies shall receive no separate compensation from the Trust
for their services for the Trust. Phoenix Home Life will furnish such
office space and facilities as may be required for the Board of Trustees
or its staff. Operating expenses of the Trust, including but not limited
to, the following costs or expenses, will be charged directly to the
Trust:
a. taxes, if any, based on the income of, capital gains of, assets in,
or the existence of, the Trust as set forth in the Prospectus of the
Trust currently in use under the Securities Act of 1933 and the
Investment Company Act of 1940,
b. taxes, if any, in connection with the acquisition, disposition or
transfer of Trust assets,
c. the cost of independent professional services in connection with the
operation of the Trust, such as legal, auditing or accounting
services, whether retained by the Board of Trustees or required by
law or otherwise,
d. reasonable compensation and expenses of Trustees who are not
officers or employees of Phoenix Home Life or any of its affiliates,
e. the cost of custodian, depository or transfer agent services
involving the Trust's assets or shares,
f. brokerage commissions and other capital items payable in connection
with the purchase or sale of the Trust's investments,
g. interest on funds borrowed,
h. the cost of maintaining the registration and qualification of the
Trust under laws administered by the Securities and Exchange
Commission or under other applicable regulatory requirements, and
i. the fees and charges of Phoenix Home Life provided for in paragraph
4 hereof.
2.Phoenix Home Life shall provide, or cause to be provided for each Series
of the Trust established on the date hereof, namely Bond, Money Market,
Growth, Total Return, Balanced, International, and Real Estate
Securities, and for any additional Series designated under the Trust,
("Series") the following services:
a. Prepare and file, as may be required from time to time, all Federal
and state tax returns and notices on behalf of the Trust;
b. Prepare supporting schedules requested by the Trust's auditors in
connection with any examination of the Trust's books and records by
such auditors;
c. Keep and maintain the books and records of the Trust for the periods
and in the places required by Rule 31a-2 under the Investment
Company Act of 1940, as amended. Such books and records and all
records that pertain to the services provided under this Agreement
are the property of the Trust and shall be surrendered promptly to
the Trust upon its request. Furthermore, such books and records
shall be open to inspection, audit and photocopying at reasonable
times by the Trustees, officers and auditors of the Trust. In
addition, Phoenix Home Life shall furnish any state insurance
commissioner with such information or reports in connection with the
services provided under this Agreement as the Commissioner may
request in order to ascertain whether variable life insurance or
variable annuity operations are being conducted in accordance with
applicable law or regulations;
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d. Compute daily the net asset value of the shares of each Series in
accordance with the terms of the then current prospectus of the
Trust and with instructions received from time to time from the
Board of Trustees and report such net asset value so determined to
the Trust; and
e. Perform such other services as may be incidental to its duties as
financial agent.
3.Without relieving Phoenix Home Life of its duties hereunder, Phoenix Home
Life may appoint one or more subfinancial agents to perform any or all of
the functions and services which are to be provided under the terms of
this Agreement upon such terms and conditions as may be agreed to by
Phoenix Home Life and such subfinancial agent.
4.Compensation of Phoenix Home Life. For its services, undertakings and
expenses pursuant to this Agreement, Phoenix Home Life shall charge the
Trust a fee based on the average of the aggregate daily net asset values
of the Trust at the annual rate per each $1,000,000 of $600.
5.This Agreement shall continue in effect only so long as (1) such
continuance is specifically approved at least annually by the Board of
Trustees of the Trust or by a vote of a majority of the outstanding voting
securities of the Trust and (2) the terms and any renewal of such
Agreement have been approved by the vote of a majority of the Trustees of
the Trust who are not parties to such Agreement or interested persons, as
that term is defined in the Investment Company Act of 1940, of any such
party, cast in person at a meeting called for the purpose of voting on
such approval. A "majority of the outstanding voting securities of the
Fund" shall have, for all purposes of this Agreement, the meaning provided
therefor in said Investment Company Act.
6.Amendments Hereof. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by Phoenix Home Life, and no amendment of this Agreement shall be
effective until approved by the Board of Trustees of the Trust.
7.Termination. Either party hereto may terminate this Agreement on any date
by giving the other party at least six months prior written notice of such
termination specifying the date fixed therefor. Without prejudice to any
other remedies of the Trust in such event, the Trust may terminate this
Agreement at any time immediately upon any failure of fulfillment of any
obligations of Phoenix Home Life hereunder. This Agreement shall
automatically terminate in the event of its assignment.
0.Xx is expressly agreed that the obligations of the Trust hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but bind only the trust
property of the Trust, as provided in the Declaration of Trust. The
execution and delivery of this Agreement have been authorized by the
Trustees and it has been signed by the President of the Trust, acting as
such, and neither such authorization by such Trustees nor such execution
and delivery by such officer shall be deemed to have been made by any of
the Trustees or the shareholders individually or be binding upon or impose
any liability on any of them personally, but shall bind only the trust
property of the Trust as provided in its Declaration of Trust. The
Declaration of Trust is on file with the Secretary of The Commonwealth of
Massachusetts.
9. This Agreement shall be construed and the rights and obligations of the
parties hereunder enforced in accordance with the laws of The Commonwealth
of Massachusetts.
If the foregoing conforms to your understanding of the arrangements,
please indicate this by signing the form of acceptance below.
THE PHOENIX EDGE SERIES FUND
By: /s/ Xxxxxx X. XxXxxxxxxx
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Xxxxxx X. XxXxxxxxxx, President
The foregoing is confirmed and accepted as of the date thereof.
PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
Chairman, Chief Executive Officer and President
