EXHIBIT h.4
SUB-TRANSFER AGENCY AND SERVICE 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 and 1-4
Transfer Agent
2. Fees and Expenses 4
3. Bank as Trustee or Custodian of Retirement Plans 4-5
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 from 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.
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(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;
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(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.
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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").
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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 Securities 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
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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
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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
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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 proprietary 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 from 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;
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(c) to refrain from obtaining unauthorized access to any programs, data or
other information not owned by the Transfer Agent, and if such access if
accidently obtained, to respect and safeguard the same Proprietary
Information;
(d) to refrain from causing or allowing information transmitted from the
Bank's computer to the Transfer Agent's 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 statutes.
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 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;
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(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.
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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 governmental 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.
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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.
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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
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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.
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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.
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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. XxXxxxxxxxx
------------------------------------
STATE STREET BANK AND TRUST COMPANY
BY: /s/Xxxxxx X. Xxxxx
---------------------------
Executive Vice President
ATTEST:
/s/X. Xxxxx
--------------------------------
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FUND NAMES
(as of November 1, 2001)
Phoenix-Aberdeen Series Fund
Phoenix-Aberdeen Global Small Cap Fund
Phoenix-Aberdeen New Asia Fund
Phoenix-Aberdeen Worldwide Opportunities Fund
Phoenix Duff & Xxxxxx Institutional Mutual Funds
Phoenix-Duff & Xxxxxx Institutional Growth Stock Portfolio
Phoenix-Duff & Xxxxxx Institutional Managed Bond Portfolio
Phoenix-Xxxxxxx California Tax-Exempt Bond Fund
Phoenix-Oakhurst Income and Growth Fund
Phoenix Multi-Portfolio Fund
Phoenix-Aberdeen International Fund
Phoenix-Duff & Xxxxxx Real Estate Securities Fund
Phoenix-Xxxxxxx Emerging Markets Bond Fund
Phoenix-Xxxxxxx Tax-Exempt Bond Fund
Phoenix-Seneca Tax Sensitive Growth Fund
Phoenix Multi-Series Trust
Phoenix-Xxxxxxx Multi-Sector Fixed Income Fund
Phoenix-Xxxxxxx Multi-Sector Short Term Bond Fund
Phoenix Series Fund
Phoenix-Xxxxxxxx Aggressive Growth Fund
Phoenix-Xxxxxxxx Capital Growth Fund
Phoenix-Xxxxxxx High Yield Fund
Phoenix-Xxxxxxx Money Market Fund
Phoenix-Duff & Xxxxxx Core Bond Fund
Phoenix-Oakhurst Balanced Fund
Phoenix-Oakhurst Strategic Allocation Fund
Phoenix Strategic Equity Series Fund
Phoenix-Seneca Growth Fund
Phoenix-Seneca Strategic Theme Fund
Phoenix Investment Trust 97
Phoenix-Hollister Small Cap Value Fund
Phoenix-Hollister Value Equity Fund
Phoenix Equity Series Fund
Phoenix-Duff & Xxxxxx Core Equity
Phoenix-Oakhurst Growth & Income
Phoenix-Seneca Funds
Phoenix-Seneca Bond Fund
Phoenix-Seneca Mid-Cap "Edge" Fund
Phoenix-Seneca Real Estate Securities Fund
Phoenix-Euclid Funds
Phoenix-Euclid Market Neutral Fund
Phoenix-Xxxxx Trust
Phoenix-Xxxxx Appreciation Fund
Phoenix-Xxxxx Government Fund
Phoenix-Xxxxx Government Cash Fund
Phoenix-Xxxxx Growth & Income Fund
Phoenix-Xxxxx Managed Assets
Phoenix-Xxxxx Strategy Fund
The Phoenix-Xxxxxxxx Funds
Phoenix-Xxxxxxxx Balanced Return Fund
Phoenix-Xxxxxxxx Focus Growth Fund
Phoenix-Xxxxxxxx Nifty-Fifty Fund
Phoenix-Xxxxxxxx Small & Mid-Cap Growth Fund