Exhibit h.3
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT
This agreement is effective as of the 1st day of July, 2006 by and
between the trusts listed on Schedule A (each a "Trust" and together the
"Trusts") including the funds listed under each Trust (each, a "Fund" and
together the "Funds"), and Phoenix Equity Planning Corporation, a Connecticut
corporation (the "Administrator").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, each 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, each Trust desires to retain the Administrator to render or
otherwise provide for administrative services in the manner and on the terms and
conditions hereafter set forth; and
WHEREAS, the Administrator desires to be so retained on said terms and
conditions.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants hereinafter contained, each Trust and the Administrator agree as
follows:
1. Appointment and Acceptance. Each Trust hereby appoints Phoenix
Equity Planning Corporation to act as Administrator of the Funds, subject to the
supervision and direction of the Board of Trustees of each Trust, as hereinafter
set forth. The Administrator hereby accepts such appointment and agrees to
furnish or cause to be furnished the services contemplated by this Agreement.
2. Duties of the Administrator.
(a) The Administrator shall perform or arrange for the performance
of the following administrative and clerical services: (i) maintain and preserve
the books and records, including financial and corporate records, of each Trust
as required by law or otherwise for the proper operation of each Trust; (ii)
prepare and, subject to approval by each Trust, file registration statements,
notices, reports, tax returns and other documents required by U.S. Federal,
state and other applicable laws and regulations (other than state "blue sky"
laws), including proxy materials and periodic reports to Fund shareholders,
oversee the preparation and filing of registration statements, notices, reports
and other documents required by state "blue sky" laws, and oversee the
monitoring of sales of shares of the Funds for compliance with state securities
laws; (iii) calculate and publish the net asset value of each Fund's shares;
(iv) calculate dividends and distributions and performance data, and prepare
other financial information regarding each Trust; (v) oversee and assist in the
coordination of, and, as the Board may reasonably request or deem appropriate,
make reports and recommendations to the Board on, the performance of
administrative and professional services rendered to the Funds by others
including, but not limited to, the custodian, registrar, transfer agent and
dividend disbursing agent, shareholder servicing agents, accountants, attorneys,
underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and
such other persons in any such other capacity deemed to be necessary or
desirable; (vi) furnish corporate secretarial services to each Trust, including,
1
without limitation, preparation of materials necessary in connection with
meetings of each Trust's Board of Trustees, including minutes, notices of
meetings, agendas and other Board materials; (vii) provide each Trust with the
services of an adequate number of persons competent to perform the
administrative and clerical functions described herein; (viii) provide each
Trust with administrative office and data processing facilities; (ix) arrange
for payment of each Fund's expenses; (x) provide routine accounting services to
the Funds, and consult with each Trust's officers, independent accountants,
legal counsel, custodian, accounting agent and transfer and dividend disbursing
agent in establishing the accounting policies of each Trust; (xi) prepare such
financial information and reports as may be required by any banks from which
each Trust borrows funds; (xii) develop and implement procedures to monitor each
Fund's compliance with legal and regulatory requirements and with each Fund's
investment policies and restrictions as set forth in each Fund's currently
effective Prospectus and Statement of Additional Information filed under the
Securities Act of 1933, as amended; (xiii) arrange for the services of persons
who may be appointed as officers of each Trust, including the President, Vice
Presidents, Treasurer, Secretary and one or more assistant officers; and (xiv)
provide such assistance to the investment adviser, the custodian, other Trust
service providers and the Fund counsel and auditors as generally may be required
to carry on properly the business and operations of each Trust. Each Trust
agrees to cause the portfolio management agent to deliver to the Administrator,
on a timely basis, such information as may be necessary or appropriate for the
Administrator's performance of its duties and responsibilities hereunder,
including but not limited to, shareholder reports, records of transactions,
valuations of investments (which may be based on information provided by a
pricing service) and records of expenses borne by each Fund, and the
Administrator shall be entitled to rely on the accuracy and completeness of such
information in performing its duties hereunder. Notwithstanding anything to the
contrary herein contained, each Trust, and not the Administrator, shall be
responsible for and bear the costs of other service providers such as the
custodian, transfer agent, dividend disbursing agent, shareholder servicing
agents, legal counsel, independent auditors, underwriters, brokers and dealers,
corporate fiduciaries, insurers, printers, banks and such other persons as may
be necessary for the proper operation of the Funds.
(b) In providing for any or all of the services listed in section
2(a) hereof, and in satisfaction of its obligations to provide such services,
the Administrator may enter into agreements with one or more other persons or
entities, such as a sub-administrator, to provide such services to each Trust
provided that the Administrator shall be as fully responsible to the Funds for
the acts and omissions of any such service providers as it would be for its own
acts or omissions hereunder and provided that the Administrator shall be
responsible for the payment of such services, with the exception of
out-of-pocket expenses which shall be billed to the Funds.
(c) All activities of the Administrator shall be conducted in
accordance with each Trust's Declaration of Trust, By-laws and registration
statement, under the supervision and direction of the Board of Trustees, and in
conformity with the 1940 Act and other applicable federal and state securities
laws and regulations.
3. Expenses of the Administrator. The Administrator assumes the
expenses of and shall pay for maintaining the staff and personnel necessary to
perform its obligations under this Agreement, and shall at its own expense
provide office space, facilities, equipment and the necessary personnel which it
is obligated to provide under section 2 hereof, except that each Trust shall pay
the expenses of its other service providers such as the custodian, transfer
agent,
2
dividend disbursing agent, shareholder servicing agents, legal counsel,
independent auditors, underwriters, brokers and dealers, corporate fiduciaries,
insurers, printers, banks and such other persons as may be necessary for the
proper operation of the Funds and expenses of Trust officers attending Board
meetings as required and such other appropriate out of pocket expenses as
approved by the Board. Each Trust shall pay or cause to be paid all other
expenses of the Funds referenced in this Agreement.
4. Compensation of the Administrator. For the services provided to each
Trust and each Fund by the Administrator pursuant to this Agreement, each Fund
shall pay the Administrator monthly for its services, fees at the following
annual rates based on the combined aggregate average daily net assets plus out
of pocket expenses (including out of pocket expenses of any sub-administrator to
each Trust):
Non-Money Market Funds Money Market Funds
---------------------- ------------------
Net Assets Administrative Fee(1) Net Assets Administrative Fee(2)
---------- --------------------- ---------- ---------------------
First $5 Billion .09% All Assets .035%
Next $10 Billion .08%
Over $15 Billion .07%
5. Limitation of Liability of the Administrator; Indemnification. The
Administrator shall not be liable to each Trust or any Fund for any error of
judgment or mistake of law or for any loss arising out of any act or omission by
the Administrator, or any persons engaged pursuant to section 2(b) hereof,
including officers, agents and employees of the Administrator and its
affiliates, in the performance of its duties hereunder. Nothing herein contained
shall be construed to protect the Administrator against any liability to each
Trust, a Fund, or shareholders to which the Administrator shall otherwise be
subject by reason of willful misfeasance, bad faith, or negligence in the
performance of its duties, or reckless disregard of its obligations and duties
hereunder.
6. Activities of the Administrator. The services of the Administrator
under this Agreement are not to be deemed exclusive, and the Administrator and
any person controlled by or under common control with the Administrator shall be
free to render similar services to others and services to each Trust in other
capacities.
7. Duration and Termination of this Agreement.
(a) This Agreement shall become effective July 1, 2006 and shall
continue in effect with respect to each Fund until December 31, 2006, and
thereafter from year to year so long as such continuation is specifically
approved at least annually by the Board of Trustees of each Trust, including a
majority of the Trustees who are not "interested persons" of each Trust within
the meaning of the 1940 Act and who have no direct or indirect interest in this
Agreement; provided, however, that this Agreement may be terminated at any time
without the payment of any penalty, on behalf of any or all of the Funds, by
each Trust, by the Board or, with respect to any Fund, by "vote of a majority of
the outstanding voting securities" (as defined in
------------------------
(1) Fee is based on combined assets of all non-money market series of Phoenix
Funds and Phoenix Edge Series Fund.
(2) Fee is based on combined assets of all money market series of Phoenix Funds
and Phoenix Edge Series Fund.
3
the 1940 Act) of that Fund, or by the Administrator on not less than 60 days'
written notice to the other party. This Agreement shall automatically terminate
in the event of its "assignment" as defined in the 1940 Act.
(b) The Administrator hereby agrees that the books and records
prepared hereunder with respect to each Trust are the property of each Trust and
further agrees that upon the termination of this Agreement or otherwise upon
request the Administrator will surrender promptly to each Trust copies of the
books and records maintained or required to be maintained hereunder, including
in such machine-readable form as agreed upon by the parties, in accordance with
industry practice, where applicable.
8. Amendments of this Agreement. This Agreement may be amended by the
parties hereto only if such amendment is specifically approved by the Board of
Trustees of each Trust and such amendment is set forth in a written instrument
executed by each of the parties hereto.
9. Limitation of Liability. It is expressly agreed that the obligations
of each Trust hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of each Trust personally,
but bind only the Trust property of each Trust, as provided in the Declaration
of Trust. The execution and delivery of this Agreement have been authorized by
the Trustees or the shareholders of each Trust and signed by of each Trust,
acting as such, and neither such authorization by such Trustees and shareholders
nor such execution and delivery by such officer shall be deemed to have been
made by any of them individually or be binding upon or impose any liability on
any of them personally, but shall bind only the trust property of each Trust as
provided in its Declaration of Trust.
10. Governing Law. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the State of Connecticut as at
the time in effect and the applicable provisions of the 1940 Act. To the extent
that the applicable law of the State of Connecticut, or any provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
11. Counterparts. This Agreement may be executed by the parties hereto
in counterparts and if so executed, the separate instruments shall constitute
one agreement.
12. Notices. All notices or other communications hereunder to either
party shall be in writing and shall be deemed to be received on the earlier date
of the date actually received or on the fourth day after the postmark if such
notice is mailed first class postage prepaid. Notice shall be addressed: (a) if
to the Administrator, to the attention of: Xxxx X. Xxxxx, Vice President and
Secretary, Phoenix Equity Planning Corporation, Xxx Xxxxxxxx Xxx, X.X. Xxx 0000,
Xxxxxxxx, XX 00000 or (b) if to each Trust, to the attention of: President,
Phoenix Funds, c/o Secretary, Phoenix Funds, Xxx Xxxxxxxx Xxx, Xxxxxxxx, XX
00000, or at such other address as either party may designate by written notice
to the other. Notice shall also be deemed sufficient if given by telecopier,
telegram or similar means of same day delivery (with a confirming copy by mail
as provided herein).
4
13. Separate Funds. This Agreement shall be construed to be made by
each Trust as a separate agreement with respect to each Fund, and under no
circumstances shall the rights, obligations or remedies with respect to a
particular Fund be deemed to constitute a right, obligation or remedy applicable
to any other Fund.
14. Entire Agreement. This Agreement constitutes the entire agreement
of the parties with respect to the subject matter hereof and supersedes any
prior arrangements, agreements or understandings.
PHOENIX ADVISER TRUST
PHOENIX ASSET TRUST
PHOENIX CA TAX-EXEMPT BOND FUND
PHOENIX EQUITY SERIES FUND
PHOENIX EQUITY TRUST
PHOENIX INSIGHT FUNDS TRUST
PHOENIX INSTITUTIONAL MUTUAL FUNDS
PHOENIX INVESTMENT SERIES FUND
PHOENIX INVESTMENT TRUST 06
PHOENIX INVESTMENT TRUST 97
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX MULTI-SERIES TRUST
PHOENIX OPPORTUNITIES TRUST
PHOENIX PHOLIOs(SM)
PHOENIX PORTFOLIOS
PHOENIX SERIES FUND
PHOENIX STRATEGIC EQUITY SERIES FUND
By:/s/ Xxxxxx X. Xxxxxx
-----------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
PHOENIX EQUITY PLANNING CORPORATION
By:/s/ Xxxx X. Xxxxx
-----------------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President and Secretary
Dated: August 23, 2006.
5
SCHEDULE A
(Dated: August 23, 2006)
PHOENIX ADVISER TRUST
Phoenix Focused Value Fund
Phoenix Foreign Opportunities Fund
PHOENIX ASSET TRUST
Phoenix CA Intermediate Tax-Free Bond Fund
Phoenix Rising Dividends Fund
Phoenix Small-Mid Cap Fund
PHOENIX CA TAX-EXEMPT BOND FUND
PHOENIX EQUITY SERIES FUND
Phoenix Growth & Income Fund
PHOENIX EQUITY TRUST
Phoenix Mid-Cap Value Fund
Phoenix Pathfinder Fund
Phoenix Relative Value Fund
Phoenix Total Value Fund
Phoenix Worldwide Strategies Fund
PHOENIX INSIGHT FUNDS TRUST
Phoenix Insight Balanced Fund
Phoenix Insight Core Equity Fund
Phoenix Insight Emerging markets Fund
Phoenix Insight Index Fund
Phoenix Insight International Fund
Phoenix Insight Small-Cap Opportunity Fund
Phoenix Insight Small-Cap Value Fund
Phoenix Insight Bond Fund
Phoenix Insight High Yield Bond Fund
Phoenix Insight Intermediate Government Bond Fund
Phoenix Insight Intermediate Tax-Exempt Bond Fund
Phoenix Insight Short/Intermediate Bond Fund
Phoenix Insight Tax-Exempt Bond Fun
Phoenix Insight Government Money market Fund
Phoenix Insight Money Market Fund
Phoenix Insight Tax-Exempt Money Market Fund
PHOENIX INSTITUTIONAL MUTUAL FUNDS
Phoenix Institutional Bond Fund
Phoenix Low-Duration Core Plus Bond Fund
PHOENIX INVESTMENT SERIES FUND
Phoenix Global Utilities Fund
Phoenix Income & Growth Fund
PHOENIX INVESTMENT TRUST 06
Phoenix All-Cap Growth Fund
Phoenix Nifty Fifty Fund
Phoenix Small-Cap Growth Fund
SCHEDULE A (CONT'D)
(Dated: August 23, 2006)
PHOENIX INVESTMENT TRUST 97
Phoenix Quality Small-Cap Fund
Phoenix Small-Cap Sustainable Growth Fund
Phoenix Small-Cap Value Fund
Phoenix Value Equity Fund
PHOENIX MULTI-PORTFOLIO FUND
Phoenix Emerging Markets Bond Fund
Phoenix International Strategies Fund
Phoenix Real Estate Securities Fund
Phoenix Tax-Exempt Bond Fund
PHOENIX MULTI-SERIES TRUST
Phoenix High Yield Securities Fund
Phoenix Multi-Sector Fixed Income Fund
Phoenix Multi-Sector Short Term Bond Fund
PHOENIX OPPORTUNITIES TRUST
Phoenix Bond Fund
Phoenix Earnings Driven Growth Fund
Phoenix Growth Opportunities Fund
PHOENIX PHOLIOS(SM)
Phoenix Conservative Income PHOLIO
Phoenix Diversifier PHOLIO
Phoenix International PHOLIO
Phoenix Wealth Accumulator PHOLIO
Phoenix Wealth Builder PHOLIO
Phoenix Wealth Guardian PHOLIO
Phoenix Wealth Preserver PHOLIO
PHOENIX PORTFOLIOS
Phoenix Market Neutral Fund
PHOENIX SERIES FUND
Phoenix Balanced Fund
Phoenix Capital Growth Fund
Phoenix Core Bond Fund
Phoenix High Yield Fund
Phoenix Mid-Cap Growth Fund
Phoenix Money Market Fund
PHOENIX STRATEGIC EQUITY SERIES FUND
Phoenix Dynamic Growth Fund
Phoenix Fundamental Growth Fund
Phoenix Large-Cap Growth Fund
Phoenix Strategic Growth Fund
7
