EXHIBIT 9.2
FINANCIAL AGENT AGREEMENT
FINANCIAL AGENT AGREEMENT
Phoenix Equity Planning Corporation
000 Xxxxxx Xxxxxx Xxxxxxxxx
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
May 25, 1994
Gentlemen:
1. Each of the undersigned mutual funds (hereinafter collectively and
singularly referred to as the "Fund") hereby appoints you, subject to your
acceptance, as Financial Agent subject to the terms and conditions set forth
below, effective January 1, 1994. You shall keep the books of each Fund and
compute the daily net asset value of shares of each Fund in accordance with
instructions received from time to time from the Board of Directors/Trustees of
each Fund; which instructions shall be certified to you by each Fund's
Secretary. You shall report such net asset value so determined to each Fund and
shall perform such other services as may be requested from time to time by each
or any Fund as are reasonably incidental to your duties as Financial Agent.
2. You shall be obligated to maintain, for the periods and in the places
required by Rule 31a-2 under the Investment Company Act of 1940, as amended,
those books and records maintained by you as Financial Agent. Such books and
records are the property of each respective Fund and shall be surrendered
promptly to the appropriate Fund upon its request. Furthermore, such books and
records shall be open to inspection and audit at reasonable times by officers
and auditors of each respective Fund.
3. As compensation for your services hereunder during any fiscal year of
each respective Fund, you shall receive, within five days after the end of each
fiscal quarter of each respective Fund, a fee based on the average of the
aggregate daily net asset values of each respective Fund at the annual rate per
each $1 million of $300.
4. You shall not be liable for anything done or omitted by you in the
exercise of due care in discharging your duties as Financial Agent and shall be
answerable and accountable only for your own acts and omissions and not for
those of any agent employed by you nor for those of any bank, trust company,
broker, depository, correspondent or other person. You shall be protected in
acting upon any instruction, notice, request, consent, certificate, resolution,
or other instrument or paper believed by you to be genuine, and to have been
properly executed, and shall, unless otherwise specifically provided herein, be
entitled to receive as conclusive proof of any fact or matter required to be
ascertained by you hereunder a certificate signed by the Secretary of each
respective Fund. You shall be entitled, with respect to questions of law
relating to your duties hereunder, to advice of counsel (which may be counsel
for any Fund) and, with respect to anything done or omitted by you in good faith
hereunder in conformity with the advice of or based upon an opinion of counsel,
to be held harmless by each respective Fund from all claims of loss or damage.
Nothing herein shall protect you against any liability to any Fund or to its
respective shareholders to which you would otherwise be subject by reason of
your wilful misfeasance, bad faith, gross negligence or reckless disregard of
your duties hereunder. Except as provided in this Paragraph 4, you shall not be
entitled to any indemnification by any Fund.
5. Subject to prior approval of the Board of Directors/Trustees of each
Fund, you may appoint one or more sub-financial agents to perform any of the
functions and services which are to be provided under the terms of this
Agreement upon such terms and conditions as may be mutually agreed upon among
each respective Fund, you and such sub-financial agent.
6. This Agreement shall continue in effect only so long as (a) such
continuance is specifically approved at least annually by the Board of
Directors/Trustees of each Fund or by a vote of a majority of the outstanding
voting securities of each respective Fund, and (b) the terms and any renewal of
such Agreement have been approved by the vote of a majority of the
directors/trustees of each respective Fund who are not parties to the 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
each respective Fund" shall have, for all purposes of this Agreement, the
meaning provided therefor in the Investment Company Act.
7. Either you or any Fund may terminate your appointment as Financial Agent
hereunder on written notice to the other, whereupon you will be relieved of the
duties described herein with respect to such Fund. Any Fund may terminate this
Agreement without in any manner affecting the continued existence of the same
with respect to any and all other Fund(s) not terminating the Agreement. This
Agreement shall immediately terminate in the event of its assignment, as that
term is defined in the Investment Company Act of 1940.
8. This Agreement shall be construed and the rights and obligations of the
parties hereunder enforced in accordance with the laws of the State of
Connecticut.
If this letter correctly sets forth your understanding of the powers to be
granted to you and the restrictions to be imposed upon you as Financial Agent,
kindly confirm the same by signing in the appropriate space provided below.
Very truly yours,
Phoenix Asset Reserve
Phoenix California Tax Exempt Bonds, Inc.
Phoenix Equity Opportunities Fund
Phoenix Income and Growth Fund
Phoenix Multi-Portfolio Fund
Phoenix Multi-Sector Fixed Income Fund, Inc.
Phoenix Series Fund
Phoenix Total Return Fund, Inc.
Phoenix Worldwide Opportunities Fund
By: /s/ Xxxxxx X. XxXxxxxxxx
--------------------------------
President
Accepted as of date first above written:
PHOENIX EQUITY PLANNING CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Executive Vice President
