Exhibit 9.2c
Sub-Transfer Agency Agreement
SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
between
PHOENIX EQUITY PLANNING CORPORATION.
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
1. Terms of Appointment; Duties of the Bank 1-4
and Transfer Agent
2. Fees and Expenses 4
3. Bank as Trustee or Custodian 4-5
of Retirement Plans
4. Wire Transfer Operating Guidelines 5-7
5. Data Access and Proprietary Information 7-8
6. Indemnification 8-9
7. Standard of Care 10
8. Covenants of the Transfer Agent and the Bank 10
9. Representations and Warranties of the Bank 11
10. Representations and Warranties of the Transfer Agent 11
11. Termination of Agreement 12
12. Assignment 12
13. Amendment 12
14. Massachusetts Law to Apply 13
15. Force Majeure 13
16. Consequential Damages 13
17. Limitation of Shareholder Liability 13
18. Merger of Agreement 13
19. Counterparts 13
AGREEMENT effective as of the 1st day of June, 1994, by and between
PHOENIX EQUITY PLANNING CORPORATION, a Connecticut corporation, having its
principal office and place of business at 000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx,
Xxxxxxxxxxx, 00000, (the "Transfer Agent"), and STATE STREET BANK AND TRUST
COMPANY, a Massachusetts trust company having its principal office and place of
business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Bank");
WHEREAS, the Transfer Agent has been appointed by each of the
investment companies (including each series thereof) listed on Schedule A (the
"Fund(s)"), each an open-end diversified management investment company
registered under the Investment Company Act of 1940, as amended, as transfer
agent, dividend disbursing agent and shareholder servicing agent in connection
with certain activities, and the Transfer Agent has accepted each such
appointment;
WHEREAS, the Transfer Agent has entered into a Transfer Agency and
Service Agreement with each of the Funds (including each series thereof) listed
on Schedule A pursuant to which the Transfer Agent is responsible for certain
transfer agency and dividend disbursing functions for each Fund's shares
("Shares") and each Fund's shareholders ("Shareholders") and the Transfer Agent
is authorized to subcontract for the performance of its obligations and duties
thereunder in whole or in part with the Bank;
WHEREAS, the Transfer Agent desires to appoint the Bank as sub-transfer
agent, and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenant herein
contained, the parties hereto agree as follows:
1. Duties of the Bank and the Transfer Agent
-----------------------------------------
1.1 Subject to the terms and conditions set forth in this Agreement, the
Bank shall act as the Transfer Agent's non-exclusive sub-transfer agent for
Shares in connection with any accumulation plan, open-account, dividend
reinvestment plan, retirement plan or similar plan provided to Shareholders and
set out in each Fund's currently effective prospectus and statement of
additional information ("Prospectus"), including without limitation any
periodic investment plan or periodic withdrawal program. As used herein the term
"Shares" means the authorized and issued shares of common stock, or shares of
beneficial interest, as the case may be, for each Fund listed in Schedule A. In
accordance with procedures established form time to time by agreement between
the Transfer Agent and the Bank, the Bank and Transfer Agent shall provide the
services listed in this Section 1.
1
(a) According to the service responsibility schedule attached
hereto for Shareholder accounts and record-keeping the Bank or
the Transfer Agent shall:
(i) receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation thereof to the custodian of each Fund
authorized pursuant to the articles of incorporation
or organization of each Fund (the "Custodian");
(ii) pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the
appropriate Shareholder account;
(iii) receive for acceptance redemption requests and
redemption directions and deliver the appropriate
documentation thereof to the Custodian;
(iv) in respect to the transactions in items (i), (ii),
and (iii) above, the Bank shall execute transactions
directly with broker-dealers authorized by each Fund;
(v) at the appropriate time as and when it receives
monies paid to it by the 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 each Fund;
(viii) issue replacement certificates for those certificates
alleged to have been lost, stolen or destroyed upon
receipt by the Bank of indemnification satisfactory
to the Bank and protecting the Bank and each Fund,
and the Bank 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
Transfer Agent and its Shareholders as to the
foregoing;
2
(x) record the issuance of Shares of each Fund and
maintain pursuant to Rule 17Ad-10 (e) of the
Securities Exchange Act of 1934 as amended (the
"Exchange Act") a record of the total number of
Shares of each Fund that are authorized, based upon
data provided to it by each Fund or the Transfer
Agent and issued and outstanding, the Bank shall also
provide each Fund on a regular basis with the total
number of Shares which are authorized and issued and
outstanding and 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 issues or sale of such Shares,
which functions shall be the sole responsibility of
each Fund or the Transfer Agent.
1.2 (a) For reports, the Bank shall:
(i) maintain all Shareholder accounts, prepare meeting,
proxy, and mailing lists, withhold taxes on U.S.
resident and non-resident alien accounts, prepare and
file U.S. Treasury reports required with respect to
dividends and distributions by federal authorities
for all Shareholders, prepare confirmation forms and
statements of account to Shareholders for all
purchases and redemptions of Shares and other
confirmable transactions in Shareholder account
information.
(b) For blue sky reporting the Bank shall provide a system that
will enable each Fund or the Transfer Agent to monitor the
total number of Shares sold in each State, and each Fund or
the Transfer Agency shall:
(i) identify to the Bank 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 activity for each State,
the responsibility of the Bank for each Fund's blue
sky State registration status is solely limited to
the initial establishment of transactions subject to
blue sky compliance by the Fund or the Transfer Agent
and the reporting of such transactions to the Fund as
provided above.
1.3 Per the attached service responsibility schedule procedures as to who
shall provide certain of the services in Section 1 may be established
from time to time by agreement between the Transfer Agent and the Bank.
The Bank may at times perform only a portion of these services and the
Transfer Agent may perform these services on each Fund's behalf.
3
1.4 The Bank shall provide additional services on behalf of the Transfer
Agent (i.e., escheat services) as may be agreed upon in writing between
the Bank and the Transfer Agent.
2. Fees and Expenses
-----------------
2.1 For the performance by the Bank pursuant to this Agreement, the
Transfer Agent agrees to pay the Bank an annual maintenance fee for
each Shareholder account as set out in the initial fee schedule
attached hereto. Such fees and out-of-pocket expenses and advances
identified under Section 2.2 below may be changed from time to time
subject to mutual written agreement between the Transfer Agent and the
Bank. For purposes hereof the term account should refer to any
Shareholder account designated as such on the DST mutual fund system
(or any replacement system) provided further that so called omnibus
accounts shall be considered to be a single account.
2.2 In addition to the fees paid under Section 2.1 above, the Transfer
Agent agrees to reimburse the Bank for out-of-pocket expenses,
including but not limited to confirmation production, postage, forms,
telephone, microfilm, microfiche, tabulating proxies, records storage,
or advances incurred by the Bank for the items set out in the fee
schedule attached hereto. In addition, any other expenses incurred by
the Bank at the request or with the consent of the Transfer Agent, will
be reimbursed by the Transfer Agent.
2.3 The Transfer Agent agrees to pay all fees and reimbursable expenses
within five days following the receipt of the respective billing
notice. Postage for mailing of dividends, proxies, Fund reports and
other mailings to all accounts shall be advanced to the Bank by the
Transfer Agent at least seven (7) days prior to the mailing date of
such materials.
3. Bank as Trustee or Custodian of Retirement Plans
------------------------------------------------
As agreed upon in writing between the parties, the Bank and Transfer
Agent agree that the Bank may serve as the named custodian or trustee
of individual retirement accounts established under section 408 of the
Internal Revenue Code (the "Code"), tax-sheltered plans established
under section 403(b) of the Code, qualified plans under section 401(a)
of the Code, or money purchase plans, pension plans or profit sharing
plans with a cash deferred arrangement under section 401(k) of the Code
(collectively "Retirement Plans").
4
3.1 The Bank shall provide certain recordkeeping services as more fully
described in the TRAC-2000 Procedures manual provided to the Fund for
Shareholders who become plan participants of Retirement Plans using
TRAC-2000 System.
3.2 The Bank shall:
(a) have no investment responsibility for the selection of
investments, no liability for any investments made for
Retirement Plans other than to maintain custody and provide
recordkeeping of the investments subject to the terms of the
Agreement; and
(b) not serve as "Plan Administrator" (as defined in the Employee
Retirement Income Security Act of 1974, as amended) of any
Retirement Plan, or in any other administrative capacity or
other capacity except as trustee or custodian thereof, the
Bank shall not keep records of Retirement Plan accounts except
as provided herein.
3.3 The Transfer Agent agrees that in any communications from the Transfer
Agent or the Funds to any prospective or actual Shareholder, neither
the Funds nor the Transfer Agent shall state or represent that the Bank
has any investment discretion or other power concerning investments of
any Retirement Plan or the Bank shall serve as plan administrator or
have any administrative or other responsibility for the administration
or operation of any Retirement Plan. The Funds, the Funds' designee, or
the Transfer Agent as may be required to comply with the Code and all
other applicable federal and state laws shall:
(a) serve as third party administrators of all Retirement Plans;
and
(b) provide all Retirement Plan prototype document design, tax
form preparation (excluding services performed by the Bank
under section 1.2 of this Agreement), discrimination testing
and consulting about Retirement Plan qualification and
maintenance.
4. Wire Transfer Operating Guidelines/Articles 4A of the Uniform
Commercial Code
-------------------------------------------------------------
4.1 The Bank is authorized to promptly debit the appropriate Transfer Agent
account(s) upon the receipt of a payment order in compliance with the
selected security procedure (the "Security Procedure") chosen for funds
transfer and in the amount of money that the Bank has been instructed
to transfer. The Bank shall execute payment orders in compliance with
the Security Procedure and with the Transfer Agent instructions on the
execution date provided that such payment order is received by the
customary deadline for processing such a
5
request, unless the payment order specifies a later time. All payment
orders and communications received after this time-frame will be deemed
to have been received the next business day.
4.2 The Transfer Agent acknowledges that the Security Procedure it has
designated on the Transfer Agent Selection Form was selected by the
Transfer Agent from Security Procedures offered by the Bank. The
Transfer Agent shall restrict access to confidential information
relating to the Security Procedure to authorized persons as
communicated to the Bank in writing. The Transfer Agent must notify the
Bank immediately if it has reason to believe unauthorized persons may
have obtained access to such information or of any change in the
Transfer Agent's authorized personnel. The Bank shall verify the
authenticity of all such instructions according to the Security
Procedure.
4.3 The Bank shall process all payment orders on the basis of the account
number contained in the payment order. In the event of a discrepancy
between any name indicated on the payment order and the account number,
the account number shall take precedence and govern.
4.4 When the Transfer Agent initiates or receives Automated Clearing House
("ACH") credit and debit entries pursuant to these guidelines and the
rules of the National Automated Clearing House Association and the New
England Clearing House Association, the Bank will act as an Originating
Depository Financial Institution and/or receiving depository Financial
Institution, as the case may be, with respect to such entries. Credits
given by the Bank with respect to an ACH credit entry are provisional
until the Bank receives final settlement for such entry from the
Federal Reserve Bank. If the Bank does not receive such final
settlement, the Transfer Agent agrees that the Bank shall receive a
refund of the amount credited to the Transfer Agent in connection with
such entry, and the party making payment to the Transfer Agent via such
entry shall not be deemed to have paid the amount of the entry.
4.5 The Bank reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected
balance in the account to be charged at the time of the Bank's receipt
of such payment order; (b) if initiating such payment order would cause
the Bank, in the Bank's sole judgement, to exceed any volume, aggregate
dollar, network, time, credit or similar limits upon wire transfers
which are applicable to the Bank; or (c) if the Bank, in good faith, is
unable to satisfy itself that the transaction has been properly
authorized.
4.6 The Bank shall use reasonable efforts to act on all authorized requests
to cancel or amend payment orders received in compliance with the
Security Procedure provided that such requests are received in a timely
manner affording the Bank
6
reasonable opportunity to act. However, the Bank assumes liability if
the request for amendment or cancellation cannot be satisfied.
4.7 The Bank shall assume no responsibility for failure to detect any
erroneous payment order provided that the Bank complies with the
payment order instructions as received and the Bank complies with the
Security Procedure. The Security Procedure is established for the
purpose of authenticating payment orders only and not for the detection
of errors in payment orders.
4.8 The Bank shall assume no responsibility for lost interest with respect
to the refundable amount of any unauthorized payment order unless the
Bank is notified of the unauthorized payment order within (30) days or
notification by the Bank of the acceptance of such payment order. In no
event (including failure to execute a payment order) shall the Bank be
liable for special, indirect or consequential damages, even if advised
of the possibility of such damages.
4.9 Confirmation of Bank's execution of payment orders shall ordinarily be
provided within 24 hours notice of which may be delivered through the
Bank's proprietary information systems, or by facsimile or call-back.
Client must report any objections to the execution of an order within
30 days.
5. Data Access and Proprietary Information
---------------------------------------
5.1 The Transfer Agent acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and
other information furnished to the Transfer Agent by the Bank are
provided solely in connection with the services rendered under this
Agreement and constitute copyrighted trade secrets or propriety
information of substantial value to the Bank. Such databases, programs,
formats, designs, techniques and other information are collectively
referred to below as "Proprietary Information". The Transfer Agent
agrees that it shall treat all Proprietary Information as proprietary
to the Bank and further agrees that it shall not divulge any
Proprietary Information to any person or organization except as
expressly permitted hereunder. The Transfer Agent agrees for itself and
its employees and agents:
(a) to use such programs and databases (i) solely on the Transfer
Agent's computers, or (ii) solely from equipment at the
locations agreed to between the Transfer Agent and the Bank
and (iii) in accordance with the Bank's applicable user
documentation;
(b) to refrain form copying or duplicating in any way (other than
in the normal course of performing processing on the Transfer
Agents computers) any part of any Proprietary Information;
7
(c) to refrain from obtaining unauthorized access to any programs,
data or other information not owned by the Transfer Agent, and
if such access is accidently obtained, to respect and
safeguard the same Proprietary Information;
(d) to refrain form causing or allowing information transmitted
from the Bank's computer to the Transfer Agents terminal to be
retransmitted to any other computer terminal or other device
except as expressly permitted by the Bank, such permission not
to be unreasonably withheld;
(e) that the Transfer Agent shall have access only to those
authorized transactions as agreed to between the Transfer
Agent and the Bank; and
(f) to honor reasonable written requests made by the Bank to
protect at the Bank's expense the rights of the Bank in
Proprietary Information at common law and under applicable
statues.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 5. The obligations of this Section 5 shall
survive any earlier termination on of this Agreement.
6. Indemnification
---------------
6.1 The Bank shall not be responsible for, and the Transfer Agent
shall indemnify and hold the Bank harmless from and against, any
and all losses, damages, costs, charges, counsel fees, payment,
expenses and liability arising out of or attributable to;
(a) all actions of the Bank 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 Transfer Agents' lack of good faith, negligence or willful
misconduct;
(c) the reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services
which (i) are received by the Bank or its agents or
subcontractors from the Transfer Agent or its duly authorized
representative, and (ii) have been prepared, maintained or
performed by the Transfer Agent including but not limited to any
previous transfer agent or registrar excluding the Bank;
(d) the reliance on, or the carrying out by the Bank or its agents or
subcontractors of any instructions or requests of the Transfer
Agent;
8
(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.
6.2 At any time the Bank may apply to any officer of the Transfer Agent for
instructions, and may consult with legal counsel acceptable to the
Transfer Agent with respect to any matter arising in connection with
the services to be performed by the Bank under this Agreement, and the
Bank and its agents or subcontractors shall not be liable and shall be
indemnified by the Transfer Agent for any action taken or omitted by it
in reliance upon such instructions or upon the opinion of such counsel.
The Bank, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document furnished by or on
behalf of the Transfer Agent, 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 the Bank
or its agents or subcontractors by machine readable input, telex, tape,
CRT data entry or other similar means authorized by the Transfer Agent,
and shall not be held to have notice of any change of authority of any
person, until receipt of written notice thereof from the Transfer
Agent. The Bank, 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 former registrar, or of a co-transfer agent or
co-registrar.
6.3 In order that the indemnification provisions contained in this Section
6 shall apply, upon the assertion of a claim for which the Transfer
Agent may be required to indemnify the Bank, the Bank shall promptly
notify the Transfer Agent of such assertion, and shall keep the
Transfer Agent advised with respect to all developments concerning such
claim. The Transfer Agent shall have the option to participate with the
Bank in the defense of such claim or to defend against said claim in
its own name or in the name of the Bank.
The Bank shall in no case confess any claim or make any compromise in
any case in which the Transfer Agent may be required to indemnify the
Bank except with the Transfer Agent's prior written consent.
6.4 The indemnity provisions of Section 6 shall survive any earlier
termination of this Agreement.
9
7. Standard of Care
----------------
The Bank shall at all times act in good faith and agrees to use its
best efforts 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 or that of its employees.
8. Covenants of the Transfer Agent and the Bank
--------------------------------------------
8.1 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Transfer Agent 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.
8.2 The Bank 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, the Bank agrees that all such
records prepared or maintained by the Bank relating to the services to
be performed by the Bank hereunder are the property of each Fund or the
Transfer Agent and will be preserved, maintained and made available in
accordance with such section and rules, for monitoring by the Transfer
Agent, and will be surrendered promptly to the Transfer Agent on and in
accordance with its request. The Bank shall furnish adequate resources
and office space in order to allow the Transfer Agent or any
govermental authority to inspect all books, procedures, information and
records required hereby.
8.3 The Bank and the Transfer Agent 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.
8.4 In case of any requests or demands for the inspection of the
Shareholder records of the Transfer Agent, the Bank will endeavor to
notify the Transfer Agent and to secure instructions from an authorized
officer of the Transfer Agent as to such inspection. The Bank reserves
the right, however, to exhibit the Shareholder records to any person,
whenever it is advised by counsel that it may be held liable for the
failure to exhibit the Shareholder records to such person.
10
9. Representations and Warranties of the Bank
------------------------------------------
The Bank represents and warrants to the Transfer Agent that:
(a) it is a trust company duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts;
(b) it is duly qualified to carry on its business in the Commonwealth
of Massachusetts;
(c) it is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement;
(d) all requisite corporation proceedings have been taken to
authorize it to enter into and perform this Agreement;
(e) it has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement;
(f) it is registered as a transfer agent under Section 17A(c)(2) of
the Exchange Act.
10. Representations and Warranties of the Transfer Agent
----------------------------------------------------
The Transfer Agent represents and warrants to the Bank that;
(a) it is a Connecticut corporation duly organized and existing and
in good standing under the laws of Connecticut;;
(b) it is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this
Agreement;
(c) all corporate proceedings required by said articles of
incorporation and by-law have been taken to authorize it to enter
into and perform this; Agreement;
(d) it is registered as a transfer agent under Section 17A(c)(2) of
the Exchange Act.
11
11. Termination of Agreement
------------------------
11.1 This Agreement shall continue for a period of three years (the "Initial
Term") and be renewed or terminated as stated below.
11.2 This Agreement shall terminate upon the termination of the Transfer
Agency Agreement between the Funds and the Transfer Agent.
11.3 This Agreement may be terminated or renewed after the Initial Term by
either party upon ninety (90) days written notice to the other.
11.4 Should either party exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be
borne by the party exercising its right to terminate. Additionally, the
party receiving the notice to terminate reserves the right to charge
the terminating party for any other reasonable expenses associated with
such termination.
12. Assignment
----------
12.1 Except as provided in Section 12.3 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party
without the written consent of the other party.
12.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
12.3 The Bank may, without further consent on the part of the Transfer
Agent, subcontract for the performance hereof with (a) Boston Financial
Data Services, Inc., a Massachusetts corporation ("BFDS") which is duly
registered as a transfer agent pursuant to Section 17A(c)(2) of the
Exchange Act ("Section 17A (c)(2); (b) National Financial Data
Services, Inc.. a subsidiary of BFDS duly registered as a transfer
agent pursuant to Section 17A(c)(2) or (c) a BFDS affiliate; provided,
however, that the Bank shall be as fully responsible to the Transfer
Agent for the acts and omissions of any subcontractor as it is for its
own acts and omissions.
13. Amendment
---------
This Agreement may be amended or modified by a written agreement
executed by both parties.
12
14. Massachusetts Law to Apply
--------------------------
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the Commonwealth
of Massachusetts.
15. Force Majeure
-------------
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.
16. Consequential Damages
---------------------
Neither party to this agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act
hereunder.
17. Limitations of Shareholder Liability
------------------------------------
The Bank hereby expressly acknowledges that recourse against the Funds
shall be subject to those limitations provided by governing law and
the Declaration of Trust of the Funds, as applicable, and agrees that
obligations assumed by the Funds pursuant to the Transfer Agency
Agreement shall be limited in all cases to the Funds and their
respective assets. The Bank shall not seek satisfaction from the
Shareholders or any Shareholders of the Funds, nor shall the Bank seek
satisfaction of any obligations from the Trustees/Directors or any
individual Trustee/Director of the Funds.
18. Merger of Agreement
-------------------
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
19. Counterparts
------------
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.
13
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the 21st day of July , 1994.
PHOENIX EQUITY PLANNING CORPORATION
BY: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Xxxxxxx X. Xxxxx
Senior Vice President, Finance
ATTEST:
/s/ Xxxxxxxx X. XxXxxxxxxx
--------------------------
STATE STREET BANK AND TRUST COMPANY
BY: /s/ Xxxxxx X. Xxxxx
-------------------------------
Executive Vice President
ATTEST:
/s/ X. Xxxxx
--------------------------
00
XXXXX XXXXXX BANK & TRUST COMPANY
FEE SCHEDULE
FEE INFORMATION FOR SERVICES AS PLAN
TRANSFER AND DIVIDEND DISBURSEMENT AGENT
THE PHOENIX FUNDS
PHOENIX SERIES FUNDS
--------------------
PHOENIX HIGH YIELD FUND SERIES - A & B SHARES
*NATIONAL BOND FUND MERGED WITH A SHARES
PHOENIX U.S. GOVERNMENT SECURITIES FUND SERIES - A & B SHARES
*NATIONAL FEDERAL SECURITIES TRUST MERGED WITH A SHARES
PHOENIX BALANCED FUND SERIES - A & B SHARES
PHOENIX CONVERTIBLE FUND SERIES - A & B SHARES
PHOENIX GROWTH FUND SERIES - A & B SHARES
PHOENIX MONEY MARKET FUND SERIES - A & B SHARES
PHOENIX MULTI PORTFOLIO FUNDS
-----------------------------
PHOENIX TAX EXEMPT BOND PORTFOLIO - A & B SHARES
*NATIONAL SECURITIES TAX EXEMPT BONDS MERGED WITH A SHARES
PHOENIX CAPITAL APPRECIATION PORTFOLIO - A & B SHARES
PHOENIX INTERNATIONAL PORTFOLIO - A & B SHARES
PHOENIX ENDOWMENT EQUITY PORTFOLIO
PHOENIX ENDOWMENT FIXED-INCOME PORTFOLIO
OTHER PHOENIX FUNDS
-------------------
PHOENIX TOTAL RETURN FUND, INC. - A & B SHARES
*NATIONAL TOTAL RETURN MERGED WITH A SHARES
PHOENIX MULTI-SECTOR FIXED INCOME FD, INC. - A & B SHARES
*PHOENIX HIGH QUALITY MERGED WITH A SHARES
PHOENIX EQUITY OPPORTUNITIES FUND - A & B SHARES
*A SHARES FORMERLY NATIONAL STOCK FUND
PHOENIX WORLDWIDE OPPORTUNITIES FUND - A & B SHARES
PHOENIX INCOME AND GROWTH FUND - A & B SHARES
PHOENIX CALIFORNIA TAX EXEMPT BOND FUND - A & B SHARES
PHOENIX ASSET RESERVE - A & B SHARES
STATE STREET BANK & TRUST COMPANY
FEE SCHEDULE
FEE INFORMATION FOR SERVICES AS PLAN
TRANSFER AND DIVIDEND DISBURSEMENT AGENT
THE PHOENIX FUNDS
State Street shall charge PEPCO an annual fee based on a per shareholder account
per fund class for the next three (3) years equal to the following:
PHOENIX FEE SCHEDULE
--------------------
ANNUAL PER ACCOUNT FEE
1994 $6.75
1995 - 1996* 1 - 600,000 ACCTS $7.00
600,000 - 1,000,000 ACCTS $6.75
OVER 1,000,000 ACCTS $6.60
Monthly Minimum/Fund Applied to Acct Fee $1,500.00
Annual Closed Account Fee $1.20
Checkwriting Fees:
Per Check Cleared $1.00
Privilege Set-Up $5.00
Annual 12(B) 1 Fee (Billed Quarterly) $1.00
Annual Investor Processing Fee $1.80
(Per Investor)
OTHER FEES: (1994 - 1996)
Management $27.00 - $37.00 Per Hr. Per FTE
Fund Administrator $29.00 Per Hr. Per FTE
All Transfer Agent Functions $22.50 Per Hr. Per FTE
Liaisons Over 4,000/mth $26.00 Per Item
o This schedule is based on 700K accounts, 26 funds, and 4,000 liaison items.
o If the account base decreases significantly, the per account fee will be
reviewed by both parties.
o If 12(B) 1 product is discontinued the annual per account fee will be
increased by $1.00
o Additional Fund Administrators will be added as new funds are opened (ratio
1:8) and charged as detailed above.
o This schedule does not include fees for Image terminals, conversions,
acquisitions, customer service, audio response, 401 recordkeeping, new product
lines, and out-of-pockets.
In witness whereof, Phoenix Equity Planning Corporation and State Street Bank
and Trust Company have agreed upon this fee schedule and have caused this fee
schedule to be executed in their names and on their behalf through their duly
authorized officers for the next three years.
PHOENIX EQUITY PLANNING CORPORATION XXXXX XXXXXX XXXX & XXXXX XX.
Xx /s/ Xxxxxx Xxxxxxxx By /s/ Xxxx Xxxxxx
-------------------------------- ------------------------------------
Title Vice President Title Vice President
----------------------------- ---------------------------------
Date 7/15/94 Date 7-12-94
------------------------------ ---------------------------------
*The fee for this period shall be adjusted by the parties to reflect then
prevailing levels of service furnished by State Street.
SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
SERVICE RESPONSIBILITY SCHEDULE
-----------------------------------------------------------------------------------------------
FUNCTIONAL RESPONSIBILITIES PEPCO BFDS
(TRANSFER AGENT) (SUB TRANSFER AGENT)
-----------------------------------------------------------------------------------------------
A. Transaction Processing:
Remittance Cash Processing X
New Account Setup
o Regular X
o Fiduciary X
o Quality Assurance X
Transfers
o Regular X
o Fiduciary X
o Dealer X
o Quality Assurance X
Redemptions
o Regular X
o Fiduciary X
o Quality Assurance X
Wire Order
o Set-up X
o Settlement X
o Quality Assurance X
o Monitoring of Outstanding Trades X
Maintenance
o Registration X
o Rep/Dealer File X *X
o Sub Files X
o Quality Assurance X
o ACH Prenote Reject X
o All Account Options X
-----------------------------------------------------------------------------------------------
SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
SERVICE RESPONSIBILITY SCHEDULE
-----------------------------------------------------------------------------------------------
FUNCTIONAL RESPONSIBILITIES PEPCO BFDS
(TRANSFER AGENT) (SUB TRANSFER AGENT)
-----------------------------------------------------------------------------------------------
Adjustments (through 12/94)
o Account Corrections *X
o LOI Processing *X
o Year-End Accounts Adjustments *X
o Sharelot Adjustments *X
o Bounced Checks *X
o ACH Cancellations *X
o Quality Assurance *X
B. Customer Service:
Telephones
o Customer Inquiry X
o Transaction Line X
o Timer Exchanges *X
o Liaison Support (Through 12/4) *X
Correspondence X
Shareholder/Dealer Letters X
Transfer of Assets Letters/Followup X
Notice of Levy X
Dealer Services
o Fund Serv/Networking Implementation X
o Dealer Security Access X
o Enhancements-Communication/Testing X
Client Services
o Product Development/Implementation X
o Mailings X
o Year End Reporting X
-----------------------------------------------------------------------------------------------
SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
SERVICE RESPONSIBILITY SCHEDULE
-----------------------------------------------------------------------------------------------
FUNCTIONAL RESPONSIBILITIES PEPCO BFDS
(TRANSFER AGENT) (SUB TRANSFER AGENT)
-----------------------------------------------------------------------------------------------
C. Support:
Image/AWD
o Scanning X X
o Work Distribution X
o Retrieval X
o Technical Support X
Microfilm/Research Prior Agent X *X
Media Production
o Design/Printing X
o Marketing Materials X
o Forms Development X
Corporate Actions
o Report Generation X
o Proxy Solicitation X
o Periodic Financial Activities (DIVs X
PACs, SWPs etc
Compliance/Regulatory
o Escheatment X
o Tax Filings X
o Lost Shareholder Recovery X
o BNotice/CNotice Reporting *X
o Lost Certificate Processing/SIC *X
Reporting
Recon/Control
o Cash Settlement X
o Account Reconcilement X
o Commission Payment X
-----------------------------------------------------------------------------------------------
SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
SERVICE RESPONSIBILITY SCHEDULE
-----------------------------------------------------------------------------------------------
FUNCTIONAL RESPONSIBILITIES PEPCO BFDS
(TRANSFER AGENT) (SUB TRANSFER AGENT)
-----------------------------------------------------------------------------------------------
Recon/Control (continued)
o Automated Trade Settlement X
o Balance Credit Review X
o Reclaims *X
o Dividend Processing X
Financial Reporting
o Billing to the Fund X
Will be internalized to PEPCO
-----------------------------------------------------------------------------------------------
