EXHIBIT 9
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Administration Agreement
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of the 3rd day of September, 1997 by and between
THE PHOENIX-XXXXXXXX FUNDS, a Massachusetts business trust (the "Trust"), and
PHOENIX EQUITY PLANNING CORPORATION, a Connecticut corporation (the
"Administrator"), with respect to each Series or Fund of the Trust set forth in
Appendix A hereto, as may be amended from time to time (the "Funds").
WITNESSETH
WHEREAS, the Trust is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust wishes to retain the Administrator to provide the
administrative and shareholder services needed for each Fund, and the
Administrator is willing to furnish 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 Trust hereby appoints the Administrator to provide
certain administrative and shareholder services to the Fund and to pay for all
normal operating expenses of each Fund, except for fees and expenses associated
with investment management services and service fees to be paid to service
providers in whose name or nominee's name shares of a Fund are registered for
services to the holders of such shares, for the period and on such terms set
forth in this Agreement. The Administrator accepts such appointment and agrees
to furnish such services in return for compensation as provided in Paragraph 8
of this Agreement. The Administrator agrees to comply with all relevant
provisions of the 1940 Act and applicable rules and regulations thereunder.
2. SERVICES AND RESPONSIBILITIES ON A CONTINUING BASIS.
(a) The Administrator will provide for the following services on a
regular basis which shall be daily, weekly or as otherwise appropriate, unless
otherwise specified by the Trust:
(i) 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;
(ii) issuing correspondence to shareholders (including, upon
request, copies, but not originals, of regular
correspondence, confirmations or regular statements of
account);
(iii) mailing shareholder reports and prospectuses pursuant to
requests of shareholders;
(iv) 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
(v) 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.
(b) The Administrator will pay for the following expenses on behalf
of each Fund:
(i) the fees and expenses of service providers employed by
the Trust to perform services with respect to all aspects
of each Fund's normal operations (except fees and
expenses to be paid to or borne by the Manager under the
Investment Management Agreement referenced in Section 7
of this Agreement for investment management and other
services and service fees to be paid by each Fund to
service providers in whose name or nominee's name shares
of a Fund are registered for services to the holders of
such shares), including all matters relating to the
functions of the custodian, transfer agent, dividend
disbursing agent, auditors, attorneys and other parties
performing services or operational functions for each
Fund; and
(ii) all other fees and expenses incurred in the normal
operations of the Funds to the extent not provided by the
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Administrator pursuant to Paragraph 2(a) above (except
fees and expenses to be paid to or borne by the Manager
under the Investment Management Agreement referenced in
Section 7 of this Agreement for investment management and
other services and service fees to be paid by each Fund
to service providers in whose name or nominee's name
shares of a Fund are registered for services to the
holders of such shares), including but not limited to:
insurance premiums; printing and mailing of all reports,
prospectuses, and statements of additional information to
existing and potential shareholders; all costs associated
with shareholder meetings and the preparation and
dissemination of proxy solicitation materials; state and
federal filing fees; and dues and other costs of
membership in industry associations.
3. STANDARD OF CARE. The Administrator shall be under no duty to take
any action on behalf of the Funds except as specifically set forth herein or as
may be specifically agreed to by the Administrator in writing. In the
performance of its duties hereunder, the Administrator 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, the Administrator shall not be liable for delays or
errors or loss of data occurring by reason of circumstances beyond the
Administrator's control.
4. RELIANCE UPON INSTRUCTIONS. The Trust agrees that the Administrator
shall be entitled to rely upon any instructions, oral or written, actually
received by the Administrator and shall incur no liability to the Trust in
acting upon such oral or written instructions, provided such instructions
reasonably appear to have been received from an officer of the Trust or any
other person duly authorized by the Board of Trustees of the Trust to give oral
or written instructions on behalf of the Trust or any Fund.
5. CONFIDENTIALITY. The Administrator agrees on behalf of itself and its
employees to treat confidentially all records and other information relative to
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, which approval shall not be unreasonably withheld, and
may not be withheld where the Administrator 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 Trust.
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6. EQUIPMENT FAILURES. In the event of equipment failures or the
occurrence of events beyond the Administrator's control which render the
performance of the Administrator's functions under this Agreement impossible,
the Administrator 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. The Administrator 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 Trust or the Funds in any way, or in any way be deemed an agent
for the Trust or for the Funds. It is expressly understood and agreed that the
services to be rendered by the Administrator to the Funds under the provisions
of this Agreement are not to be deemed exclusive, and the Administrator shall be
free to render similar or different services to others so long as its ability to
render the services provided for in this Agreement shall not be impaired
thereby. It is further understood that performance under this Agreement by the
Administrator does not limit or expand the duties and responsibilities of Xxxxx
Xxxxxxxx & Associates, Inc., as each Fund's Manager under the Investment
Management Agreement dated September 3, 1997.
8. COMPENSATION.
(a) As compensation for the services rendered by, and
responsibilities assumed by, the Administrator during the term of this
Agreement, the Funds will pay to the Administrator an 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 administration fee shall be accrued daily by each of the
Funds and paid to the Administrator upon request.
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9. INDEMNIFICATION. The Trust agrees to indemnify and hold harmless the
Administrator 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 the
Administrator 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 Trust or (ii) upon oral or
written instructions from an officer of the Trust, provided, that the
Administrator shall not be indemnified against any liability to the Trust or to
shareholders (or any expenses incident to such liability) arising out of the
Administrator's own willful misfeasance, bad faith, negligence or reckless
disregard of its duties and obligations under this Agreement. The Administrator
agrees to indemnify and hold harmless the Trust and its officers and Trustees
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 the Administrator 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 Trust or arising out of the Administrator'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
termination by the Trust or the Administrator 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. The Administrator agrees that all records which it
maintains for each Fund are the property of such Fund, and the Administrator
will surrender promptly to such Fund any such records upon the Fund's request.
The Administrator further agrees to maintain and preserve any such records for
the periods prescribed under the Rules promulgated under the 1940 Act.
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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) The Administrator acknowledges that it has received notice of and
accepts the limitations of the Trust's liability set forth in Article VIII of
this Agreement and Declaration of Trust. The Administrator agrees that the
Trust's obligations under this Agreement shall be limited to the Funds and to
their assets, and that the Administrator shall not seek satisfaction of any such
obligation from the shareholders of the Funds nor from any trustee, officer,
employee or agent of the Trust or the Funds.
(f) This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors.
(g) This Agreement may not be assigned without the mutual consent of
the parties.
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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.
THE PHOENIX-XXXXXXXX FUNDS
By:
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Xxxxx Xxxxxxxx,
President
PHOENIX EQUITY PLANNING CORPORATION
By:
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Name:
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Title:
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Appendix A attached.
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APPENDIX A
List of Funds subject to Administration Agreement:
1. Phoenix-Xxxxxxxx Growth Fund
2. Phoenix-Xxxxxxxx Balanced Return Fund
3. Phoenix-Xxxxxxxx Nifty Fifty Fund
4. Phoenix-Xxxxxxxx Global Growth Fund
5. Phoenix-Xxxxxxxx Small & Mid-Cap Growth Fund
6. Phoenix-Xxxxxxxx Value 25 Fund
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