Exhibit 14.1
Internal Revenue Code Section 403(b)(7)
Custodial Agreement
ANSWERS TO YOUR
QUESTIONS REGARDING
403(b)
What is a 403(b) plan?
403(b) is a section of the Internal Revenue Code which permits a tax-sheltered
retirement program for employees of non-profit organizations defined in section
501(c)(3) and 170(b)(i)(A)(ii) of the Internal Revenue Code. A non-profit
organization is defined as a corporation, fund, or foundation organized and
operated exclusively for religious, charitable, scientific, testing for public
safety, or educational purposes. Some examples are hospitals, public school
systems and humane associations.
Who is eligible to participate in a 403(b) plan?
Employees of the non-profit organizations described above are eligible to
participate in a 403(b) plan. Under a 403(b) plan, contributions made on behalf
of an individual must be invested in a mutual fund or an annuity.
What are the advantages of investing in a 403(b) plan?
*The employee has a tax-favored means for setting aside retirement savings out
of current income. Contributions and earnings compound tax deferred until they
are withdrawn, usually when the individual is in a lower tax bracket.
*Your principal investment as well as any earnings are vested
immediately.
*Benefits are usually distributed at retirement when you are in a lower tax
bracket and standard deductions are increased.
How do I contribute to a 403(b) plan?
You instruct your employer to make the contributions from future income to a
403(b) plan on your behalf. Contributions may be deducted from your salary or
they may be derived by foregoing an increase in pay. The salary reduction may be
expressed as a specific number of dollars per year or per pay period, or it may
be expressed as a percentage of pay.
How do I establish a 403(b) plan?
Your employer must complete the Employer Adoption Agreement. You must sign a
Salary Reduction Agreement which describes the amount of compensation to be
contributed to your 403(b) plan. Remember, 403(b) contributions pertain to
compensation for the taxable year after the Salary Reduction Agreement is
signed. Contributions cannot be derived from funds previously received by the
employee (i.e., past earnings, savings).
How are my contributions invested?
Contributions are directed to the Phoenix Funds by your employer. We will invest
the funds as you direct on your Employee Adoption Agreement form.
How much can I contribute to a 403(b) plan?
Contributions cannot exceed a specified limit known as the exclusion allowance.
The employee's exclusion allowance for a taxable year is the lesser of $9,500 or
20 percent of includable compensation for that year, multiplied by the number of
years of service, and reduced by the total contributions paid in prior taxable
years to other retirement plans. We have included a Salary Reduction Worksheet
in this booklet in order to help you calculate your contribution amount.
May I increase/decrease my contributions at any time?
An employee is permitted only one agreement in any given taxable calendar year.
The contributions may be increased/decreased on, or after, the first day of the
next taxable year. The Salary Reduction Agreement may be terminated at any time
with respect to unearned compensation.
When can I begin taking distributions from my plan?
Distribution of your 403(b) funds can be taken without penalty for any of the
following reasons:
A. Attaining age 59-1/2.
B. Terminating employment with your current organization and taking periodic
payments over your lifetime or life expectancy, or over joint lives or life
expectancy of you and your designated beneficiary.
C. Death.
D. Becoming disabled.
E. Experiencing financial hardship. (limited to amounts that do not
exceed medical expense deduction)*
F. Having attained age 55, separating from service, and having met 403(b)
early retirement requirement guidelines.
G. Rollover of distributions within 60 days of receipt to an XXX or another
403(b)(7).
H. Pursuant to "qualified domestic relations order" (divorce proceedings).
*Any funds withdrawn for other types of financial hardship will be subject to a
10% penalty income tax.
You must begin taking distributions from your plan when you reach age 70-1/2.
How are distributions made?
You direct how your distributions are to be made. Distributions can be made in a
lump sum payment, spread over your life expectancy or spread over the combined
life expectancy of you and your beneficiary(ies).
How would my distributions be taxed?
All distributions are taxed as ordinary income. State income tax laws may
differ. You should contact your state concerning taxation of your 403(b)
distributions.
What if I change employers; can I continue to contribute?
Yes, but only if your new employer opens a 403(b) plan for you.
As another alternative, proceeds may be transferred to an XXX account, or you
may set up a tax-deferred XXX rollover account.
You may not make contributions to a 403(b) account on your own.
What investment funds are available to me under the 403(b) plan?
The following Phoenix Funds are available to meet your 403(b) investment needs:
A. High Yield Fund* - Seeks high current income; capital growth is a secondary
objective. This Series invests primarily in a diversified portfolio of high
yield fixed income securities.
B. High Quality Bond Fund* - Seeks income and appreciation of capital. This
Series invests primarily in publicly-traded investment quality debt
securities.
C. U.S. Government Securities Fund* - Seeks a high level of current income
consistent with safety of principal. This Series invests solely in
securities which are issued or guaranteed by the U.S. Government or its
agencies and instrumentalities and backed by the full faith and credit of
the United States (U.S. Government Securities).
D. Balanced Fund* - Seeks reasonable income, long-term capital growth and
conservation of capital. This Series invests primarily in common stocks and
fixed income securities, with emphasis on income-producing securities which
appear to have a potential for capital enhancement.
E. Convertible Fund* - Seeks income and the potential for capital
appreciation, objectives which are considered as relatively equal. This
Series invests at least 65 percent of its total assets (exclusive of cash
and government securities) in debt securities and preferred stocks
which are convertible into, or carry the right to purchase, common
stock or other equity securities. This Series may employ leveraging
techniques by borrowing money and using such funds to increase its
investments in securities above the amounts otherwise possible.
F. Growth Fund* - Seeks long-term appreciation of capital. Since income is not
an objective, any income generated by the investment of this Series' assets
will be incidental to its objective. This Series invests primarily in the
common stocks of companies believed by the advisor to have appreciation
potential.
G. Stock Fund* - Seeks appreciation of capital through the use of aggressive
investment techniques. This Series invests primarily in common stocks
believed by management to have a substantial potential for capital growth
without being subject to unreasonable risks.
H. Total Return Fund** - Seeks the highest total return consistent with
reasonable risk. The Fund invests primarily in stocks, bonds and money
market instruments and may adjust the proportion of assets invested in the
different types of securities whenever, in the opinion of the advisor, the
adjustment will contribute to attaining the investment objective.
I. Phoenix Money Market Fund - Seeks as high a level of current income as is
consistent with the preservation of capital and the maintenance of
liquidity. It is intended that this Series will invest primarily in a
portfolio of high-grade money market instruments generally maturing in less
than one year.
What if my investment objectives change?
The Phoenix 403(b)(7) Tax-Sheltered Account allows you to transfer your
investment within the Phoenix Family of Funds free of charge. Transfers may be
subject to certain limitations contained in the Phoenix Funds Prospectuses.
*A Series of the Phoenix Series Fund
**Phoenix Total Return Fund, Inc.
PHOENIX
TAX-SHELTERED ACCOUNT
SALARY REDUCTION
ANNUAL CONTRIBUTION WORKSHEET
SALARY REDUCTION WORKSHEETS
The following 403(b) Salary Reduction Worksheets were designed to assist you in
calculating your maximum annual employee salary reduction contribution. The
worksheet helps you determine the amount to be contributed for one year only. It
is important for you to review this information with your tax advisor to be
certain that your contributions will not exceed allowable limitations. Legal or
tax advice is not provided by the custodian, the sponsor of the Phoenix
Tax-Sheltered Account 403(b)(7), or their agents.
These worksheets will not apply to you if your present employer contributes to a
403(b) account on your behalf, other than by salary reduction. In addition,
these worksheets may not be appropriate if:
A. You are a church employee.
B. You will make salary reduction contributions to other retirement plans
(another 403(b), 401(k), SEP-XXX, 457 Deferred Compensation Plan) in this
calendar year.
C. You are a part-time employee.
1. $__________ = Annual compensation this calendar year with current employer
(before salary reduction).
2. __________ = Years of service with current employer (full and fractional
years from date hired to end of current calendar year.)
If less than one year, use one year.
3. $__________ = Total of all past contributions made to any nontaxable
retirement plan by you and your present employer during the above years of
service. This includes you and your employer's past contributions to any
retirement plan including this and other 403(b) plans, State Retirement
Plans, 401(k), or SEP-XXX.*
4. $__________ = __________ multiplied by __________.
(amount on line 1) (number on line 2)
5. $__________ = __________ multiplied by 5.
(amount on line 3)
6. $__________ = __________ minus __________.
(amount on line 4) (amount on line 5)
7. __________ = __________ plus 5.
(number on line 2)
8. $__________ = __________ divided by __________ = Basic Exclusion
(amount on line 6) (amount on line 7) Allowance
9. $__________ = __________ multiplied by 20% = Maximum Annual
(amount on line 1) Addition
Note: If the number on line 2 is less than 15, skip lines 10-13 and enter $9,500
on line 14.
*If you have contributed to a 457 Deferred Compensation plan in the past, be
sure to consult with your tax advisor as your years of service may need to be
adjusted.
10. $__________ = __________ multiplied by $5,000
(number on line 2)
11. $__________ = Total of all salary reduction contributions made to any
403(b) plans by your present employer (but not including present year
contributions).
12. $__________ = __________ minus __________.
(number on line 10) (number on line 11)
(If less than zero, use zero.)
13. $__________ = The lesser of $3,000 or the amount on line 12 = Special
catch-up salary reduction amount. This is subject to a lifetime limitation
of $15,000.
14. $__________ = __________ plus $9,500 = Dollar Limitation
(amount on line 13)
15. $__________ = The lesser of lines 8, 9 or 14 = Maximum Allowable
Contribution.
An employee of an educational institution, home health service and certain
church organizations who wants to contribute more than the exclusion allowance
calculated on the previous page can use one of three special options. The option
selected is irrevocable; no other option may be selected in any other year.
However, an individual may elect to use the amount on line 15 instead of the
selected alternative option in any given tax year. Please refer to calculations
completed on the previous page in order to complete the following information.
Option A - Year of Separation from Service Limitation
May be elected only in the year in which the employee separates from service.
1. $__________ = Amount on line 8 recalculated using only the last 10 years of
service (Basic Exclusion Allowance).
2. $__________ = Amount on line 14 (Dollar Limitation).
The Maximum Allowance Contribution is the lesser of 1 or 2.
Option B - Any Year Limitation
May be elected during any year.
1. $__________ = Amount on line 8 (Basic Exclusion Allowance).
2. $__________ = Amount on line 14 (Dollar Limitation).
3. $__________ = Amount on line 9 plus $3,200.
Option C - Overall Limitation
May be elected in any year of service.
1. $__________ = Amount on line 14 (Dollar Limitation).
2. $__________ = Amount on line 9 (Maximum Annual Addition).
The Maximum Allowable Contribution is the lesser of 1 or 2.
A GREAT
TAX-SHELTERED PLAN
IS ONLY 5 STEPS AWAY!
A Tax-Sheltered Account 403(b)(7) is a great way to reduce tax burdens while
investing in your future. To get started, just:
1. Complete the Employee Adoption Agreement.
2. Have your employer complete the Employer Adoption Agreement.
3. Complete the Salary Reduction form and keep it on file with your employer.
(Note: Your company/organization may have its own Salary Reduction Form.)
4. Have your employer prepare one check for your TSA investment and
establishment fee payable to the Phoenix Fund you have selected for
investment. The establishment fee of $10.00 will be deducted from your
initial contribution.
5. Mail the Employee Adoption Agreement, Employer Adoption Agreement, and
check to:
Phoenix Equity Planning Corporation
Attn: TSA Department
000 Xxxxxx Xxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000-0000
Phoenix Equity Planning Corporation
000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx, XX 00000-0000
{LOGO} Phoenix Tax-Sheltered Mutual Fund Account
The PHOENIX(R) EMPLOYEE ADOPTION AGREEMENT
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The Participant named below, by execution and acknowledgement of this Adoption
Agreement, hereby applies for a Custodial Account pursuant to Section 403(b) (7)
of the Internal Revenue Code and the Employer Adoption Agreement and agrees to
the terms of the Phoenix Equity Planning Corporation Tax-Sheltered Mutual
Fund Plan.
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1. PARTICIPANT INFORMATION
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NAME OF PARTICIPANT BIRTHDATE
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ADDRESS
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CITY STATE ZIP CODE SOCIAL SECURITY NUMBER
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PARTICIPANT AND/OR HIS/HER SPOUSE IS AFFILIATED IN ANY WAY WITH A FIRM ENGAGED
IN THE SECURITIES INDUSTRY* *IF YES, PROVIDE NAME OF SECURITY FIRM
[ ] NO [ ] YES
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2. EMPLOYER INFORMATION
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NAME
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ADDRESS CITY STATE ZIP CODE
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Does employer have other active participants in this 403(b) plan? [ ] YES [ ] NO
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3. CUSTODIAN INFORMATION
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NAME
State Street Bank and Trust Company
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ADDRESS
Custody and Shareholders Services Division, X.X. Xxx 0000, Xxxxxx, XX 00000
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The Participant accepts the Plan as a Custodial Account treated as an annuity
contract under Section 403(b) of the Code. The Participant (a) designates the
following fund(s) as the investments to be purchased with contributions by the
Employer under the Plan on behalf of the Participant, and (b) acknowledges
receipt of the current prospectus(es) of the designated fund(s). (Elect one or
more)
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FUND INVESTMENT OBJECTIVES INITIAL SUBSEQUENT
CONTRIBUTION CONTRIBUTION
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WHOLE PERCENTAGES ONLY
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Phoenix Series Fund
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[ ] Balanced REASONABLE INCOME,
LONG-TERM CAPITAL GROWTH $ %
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[ ] Convertible INCOME WITH POTENTIAL FOR
CAPITAL APPRECIATION $ %
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[ ] Growth LONG-TERM APPRECIATION
OF CAPITAL $ %
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[ ] High Quality INCOME AND THE APPRECIATION
Bond OF CAPITAL $ %
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[ ] High Yield HIGH CURRENT INCOME $ %
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[ ] Money Market HIGH CURRENT INCOME
CONSISTENT WITH THE
PRESERVATION OF CAPITAL
AND THE MAINTENANCE
OF LIQUIDITY $ %
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[ ] Stock APPRECIATION OF CAPITAL
THROUGH THE USE OF
AGGRESSIVE INVESTMENT
TECHNIQUES $ %
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[ ] U.S. Government HIGH LEVEL OF CURRENT INCOME
Securities Fund CONSISTENT WITH SAFETY OF
PRINCIPAL $ %
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Phoenix Total HIGHEST TOTAL RETURN
Return Fund, Inc. CONSISTENT WITH REASONABLE
RISK $ %
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The Participant agrees to pay the following fees to the Custodian: (a) New
Account fee: $10 (b) Annual Maintenance fee (per fund selected above): $15 (c)
Distributions from the plan: Termination or Transfer out of the Phoenix Equity
Planning Corp. TSA Agreement: $25. The new account fee will be deducted from the
initial contribution. Custodian will collect Annual Maintenance fee during the
first quarter of the year by: (a) liquidating sufficient shares from each
Phoenix Fund Account, or, (b) billing you at your mailing address.
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4. GENERAL PROVISIONS
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The Participant agrees that the duties imposed by the PLAN or law on either the
Custodian or PEPCO may be performed in full reliance upon the instructions and
directions of the Participant to PEPCO and of PEPCO to the Custodian as provided
in the Plan. The Custodian agrees to establish and maintain the Custodial
Account for the benefit of the Participant in accordance with the provisions of
the Plan and to accept contributions of cash thereto from the Employer.
The Participant represents that the Participant's participation in the Plan is
completely voluntary and that the sole involvement of the Employer in the Plan
is, without endorsement of the Plan, to permit registered representatives of
securities dealers to publicize the Plan to the Participant and to perform its
obligations under the Salary Reduction Agreement.
The Participant acknowledges that he or she has received and read a current
prospectus relating to the Investment Company Shares in which he or she has
directed investments. The Participant acknowledges that he or she has received
and read a copy of the Phoenix Custodial Agreement. The Participant designates
the Beneficiaries and elects the method of distribution.
(Continued on Reverse Side)
PEP 429 C 6-89
The Participant understands that he or she is responsible for computing the
annual maximum salary reduction amounts on his or her behalf and agrees to
indemnify PEPCO and State Street Bank and Trust Company, Custodian, for any act
done or omitted to be done in good faith reliance on information provided by or
at the direction of the Participant, the Participant's Beneficiary(ies), or the
legal representative of the Participant or Participant's Beneficiary(ies). The
Participant also certifies, under penalty of perjury, that the Taxpayer
Identification Number is true, correct, and complete.
The Participant is responsible for determining the tax effect of the Salary
Reduction Agreement, including determining that the salary reduction does not
exceed the amount to be contributed in that year in accordance with the
provisions of Section 415 or the "exclusion allowance" as determined in
accordance with the provisions of Code Section 403(b)(2) (as modified by Code
Sections 415(a)(2) and 457(c)(2)) and the limit on excess deferrals in Code
Section 402(g).
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5. TELEPHONE EXCHANGE [ ] Yes [ ] No
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Telephone exchanges are subject to the terms of the Prospectus. If the
shareholder checks the "yes" box, telephone exchange orders will be accepted
from the shareholder and may be accepted from PEPCO and from the shareholder's
broker/dealer. By signing this New Account Application, the shareholder agrees
that the Phoenix Series Fund, Phoenix Total Return Fund, Inc., the Transfer
Agent, and PEPCO will not be liable for any loss, injury or damage incurred as a
result of acting upon, and neither will they be responsible for the authenticity
of any telephone instructions, other than those instructions delivered by PEPCO.
If the shareholder checks the "no" box, only the shareholder may authorize an
exchange, by writing to State Street Bank and Trust Company according to the
terms of the Prospectus. If the shareholder does not check either the "yes" or
"no" box, it will be assumed that the shareholder is NOT electing the Telephone
Exchange Privilege.
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6. DESIGNATION OF BENEFICIARY
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PRIMARY BENEFICIARY: The Participant hereby designates the following named
individual(s) as Primary Beneficiary(ies) to receive all amounts payable from
his or her Custodial Account by reason of his or her death and hereby revokes
any and all prior beneficiary designations heretofore made and filed with the
Custodian.
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1. FULL LEGAL NAME (Last, first, middle) SOCIAL SECURITY NUMBER DATE OF BIRTH RELATIONSHIP TO PARTICIPANT
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COMPLETE ADDRESS (Number, street, city, state & zip code)
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2. FULL LEGAL NAME (Last, first, middle) SOCIAL SECURITY NUMBER DATE OF BIRTH RELATIONSHIP TO PARTICIPANT
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COMPLETE XXXXXXX (Xxxxxx, xxxxxx, xxxx, xxxxx & zip code)
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CONTINGENT BENEFICIARY
In the event the Primary Beneficiary(ies) does/do not survive the Participant, the Participant hereby designates the
following as Contingent Beneficiary(ies) of all such amounts:
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1. FULL LEGAL NAME (Last, first, middle) SOCIAL SECURITY NUMBER DATE OF BIRTH RELATIONSHIP
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COMPLETE ADDRESS (Number, street, city, state & zip code)
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2. FULL LEGAL NAME (Last, first, middle) SOCIAL SECURITY NUMBER DATE OF BIRTH RELATIONSHIP
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COMPLETE XXXXXXX (Xxxxxx, xxxxxx, xxxx, xxxxx & zip code)
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7. SIGNATURES
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PARTICIPANT'S SIGNATURE DATE
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8. FOR DEALER USE ONLY
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REPRESENTATIVE CODE NUMBER AND NAME (Please print) REPRESENTATIVE SIGNATURE
X
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DEALER NAME IN FULL (Please print) BRANCH MANAGER'S SIGNATURE
X
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BRANCH CODE AND BRANCH ADDRESS AUTHORIZED DEALER SIGNATURE
X
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AREA CODE AND TELEPHONE NUMBER PHOENIX EQUITY PLANNING
CORPORATION
( ) - X
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State Street Bank and Trust Company shall become a party hereto upon mailing to
the Participant a document acknowledging its receipt of the Agreement and
confirming its acceptance thereof.
Phoenix Equity Planning Corporation
000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx, XX 00000-0000
The Phoenix
[LOGO] Tax-Sheltered Mutual Fund Account
The PHOENIX(R) EMPLOYER ADOPTION AGREEMENT
The Employer hereby adopts the Phoenix Equity Planning Corporation Tax-Sheltered
Mutual Fund Plan (the "Plan"), appoints State Street Bank and Trust Company to
act as Custodian under the Plan, delegates certain duties under the Plan to
Phoenix Equity Planning Corporation and agrees to abide by the provisions of the
plan. The employer represents that it is an organization described in Section
403(b)(1)(a) of the Code and that its only responsibilities with respect to this
plan are to make salary reductions in accordance with agreements with the
Participants and to transfer such salary reduction contributions to the
Custodian.
The Employer agrees to make all contributions in accordance with the terms of an
executed Salary Reduction Agreement between Employer and each Participant.
The Employer represents that the Participant's participation in the Plan is
completely voluntary.
Employer hereby represents and warrants that its Tax Shelter Account plans under
403(b) of the Code are and will be administered in conformity with a reasonable
and good faith interpretation of the non-discrimination rules under Section
403(b)(12) of the Code.
Name of Employer: Accepted by State Street
Bank and Trust Company
____________________________________________ By:_________________________________________
By:_________________________________________ Title:______________________________________
Title:______________________________________ Date:_______________________________________
Date:_______________________________________ Accepted by Phoenix Equity
Planning Corporation
Address:
Street______________________________________ By:_________________________________________
City________________________________________ Title:______________________________________
State ___________________ Zip _____________ Date:_______________________________________
Telephone: ( )
_________________________________
*The Employer is required to sign this Agreement only if the Employer does not
already have a signed 403(b) Agreement with Phoenix.
PEP 429 D (6-89)
Phoenix Equity Planning Corporation
000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx, XX 00000-0000
The Phoenix
[LOGO] Tax-Sheltered Mutual Fund Account
The PHOENIX(R) SALARY REDUCTION AGREEMENT
This Salary Reduction Agreement is entered into by the Employer and the
Participant to provide the source for contributions made on behalf of the
Participant under the Phoenix Equity Planning Corporation Tax-Sheltered Mutual
Fund Plan, which is incorporated herein by reference.
1. The Employer and the Participant hereby agree that, with respect to
services to be rendered hereafter by the Participant, the Participant's
salary for such services shall be reduced by the
amount of _________% or $_________ per year commencing with the pay due on
_______________, 19 _____. The Employer agrees to forward the amount of
such reduction in compensation of the Custodian for investment in the
Participant's Account.
2. The rights of the Participant in the Account under the Plan shall be
nonforfeitable at all times.
3. This Salary Reduction Agreement shall continue indefinitely until amended
or terminated, provided that no more than one such agreement may be made in
any taxable year of the Employee. The Employer and the Participant may
amend or terminate this agreement by thirty (30) days written notice. This
agreement will automatically terminate upon the termination of the Plan or
the termination of the Participant's employment by the Employer.
4. The Participant is responsible for determining the tax effect of this
Salary Reduction Agreement, including determining that the salary reduction
in Paragraph 1 does not exceed the amount permitted to be contributed in
that year in accordance with the provisions of Section 415 or the
"exclusion allowance" as determined in accordance with the provisions of
Code Section 403(b)(2) (as modified by Code Sections 415(a)(2) and
457(c)(2)) and the limit on excess deferrals in Code Section 402(g). The
Employer will provide to the Participant, upon request, any available
information from the Employer's records which is necessary to enable the
Participant to make these tax determinations.
The parties have signed this Salary Reduction Agreement this ___________ day of
____________________, 19 _____.
Employer:__________________________ Participant:_________________________
By:________________________________
Title:_____________________________
PEP 429 A (6-89)
INSTRUCTIONS FOR TSA TRANSFERS
Complete the following forms and submit them to:
Phoenix Equity Planning Corporation, 000 Xxxxxx Xxxxxx Xxxxxxxxx,
Xxxxxxx, XX 00000-0000:
1) Tax-Sheltered Mutual Fund Account Employee Adoption Agreement
2) Tax-Sheltered Mutual Fund Account Transfer Agreement
Upon our receipt of the appropriate paperwork, an account will be established.
The Transfer Agreement Form will be sent to the existing issuer or custodian
(Transferor Company) after obtaining State Street Bank and Trust Company's
acceptance.
The Transferor Company should then mail the proceeds from your existing TSA
account/annuity to Phoenix Equity Planning Corporation for investment in your
Tax-Sheltered Mutual Fund Account.
Please direct any questions to our Shareholder Service Department by calling
toll-free 0-000-000-0000.
Phoenix Equity Planning Corporation
000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx, XX 00000-0000
The Phoenix
[LOGO] Tax-Sheltered Mutual Fund Account
The PHOENIX(R) TRANSFER AGREEMENT
TRANSFEROR COMPANY (existing issuer or custodian)
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NAME
-----------------------------------------------
STREET
( )
----------------------------------------------- ----------------------------
CITY STATE ZIP PHONE NUMBER OF EXISTING
CUSTODIAN/ISSUER
The Parties hereto do hereby agree as follows:
Said annuity/account is more specifically described as follows:
Policy/Account/Contract/Certificate Number:
#_______________________________________________________________________________
The Employee hereby requests that all or $__________ from the proceeds of the
above-described annuity/account be transferred from the Transferor Company to
State Bank and Trust Company for investment in an individual custodial account
pursuant to Section 403(b)(7) of the Code and intends such transfer to be a
non-taxable transfer.
The Employee does hereby surrender the above-described to the Transferor Company
and directs that such Transferor Company forward the proceeds therefrom to State
Street Bank and Trust Company for Employee's benefit as hereinafter provided.
Upon execution of this Agreement by the Employee and the State Street Bank and
Trust Company, this Agreement shall become binding and irrevocable. No
distribution shall be made until after the execution of this Agreement by the
Employee.
Any amounts may be payable directly from the Transferor Company to the order of
Phoenix Equity Planning Corporation in accordance with the instructions below.
Employee Signature:__________________________________
Employee Name:_______________________________________
PLEASE PRINT
Employee Address:____________________________________
____________________________________
NOTE: Your existing custodian may require a signature guarantee. Please check
with them for requirements.
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SIGNATURE GUARANTEE BY: NAME OF BANK OR FIRM
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SIGNATURE OF OFFICER & TITLE
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FOR CUSTODIAN USE ONLY
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ACCEPTANCE BY NEW CUSTODIAN (to be completed by State Street Bank and Trust
Company) We agree to accept custodianship and the transfer described above for
the Distributors 403(b) Plan established on behalf of the above named
individual. State Street Bank and Trust Company accepts its appointment as
successor custodian of the above 403(b) account and requests the liquidation and
transfer of assets indicated above. FORMER CUSTODIAN: Please mail the proceeds
made payable to PHOENIX SERIES FUND, and/or PHOENIX TOTAL RETURN FUND, INC. to:
PHOENIX EQUITY PLANNING CORPORATION
Attn: Transfer of Assets
Acct. No: __________________________________
000 Xxxxxx Xxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000-0000
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BY: (CUSTODIAN) DATE
STATE STREET BANK AND TRUST COMPANY
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PEP 429 B (6-89)
PHOENIX
TAX-SHELTERED
ACCOUNT
403 (b)(7)
TERMS AND
CONDITIONS
The Phoenix Equity Planning Corporation's Tax-Sheltered Mutual Fund Plan will be
established for the exclusive benefit of the Participant and his or her
Beneficiaries upon the execution of the Employee Adoption Agreement and the
Salary Reduction Agreement. The Plan is intended to satisfy the requirements of
Code Sections 403(b)(7) and 401(f)(2). The parties to the Plan are PEPCO, the
Participant, the Employer and the Custodian.
The Custodian will accept contributions made by the Employer on behalf of the
Participant for investment in the funds elected in the Employee Adoption
Agreement to provide retirement benefits for the Participant. The Custodial
Account shall be subject to the terms and conditions of the Plan. The State
Street Bank and Trust Company shall serve as the Plan's Custodian.
Article I--Definitions
As used in the Plan, the following terms shall have the following meaning unless
a different meaning is clearly required by the context:
1.01 Account or "Custodial Account" means the separate investment account
established for the Participant in accordance with Section 2.01 of this
Plan.
1.02 Agreement or "Custodial Agreement" means the Plan, including the Employer
Adoption Agreement, the Employee Adoption Agreement and the Salary
Reduction Agreement, as may be amended from time to time.
1.03 Beneficiary means a person designated in writing by a Participant to
receive any benefit then vested under the Plan in the event of such
Participant's death.
1.04 PEPCO means Phoenix Equity Planning Corporation, a Connecticut
corporation, a wholly owned subsidiary of Phoenix Mutual Life Insurance
Company.
1.05 Code means the Internal Revenue Code of 1986, as amended.
1.06 Custodian means the State Street Bank and Trust Company and any successor
thereto under Section 6.05 hereof.
1.07 Disability means the inability of a Participant to engage in any
substantial gainful activity by reason of physical or mental impairment
which can be expected to result in death or to be of long continued and
indefinite duration as determined independently by a duly licensed
physician; or such other definition as defined in Section 72(m) of the
Code, should such Section be amended in the future.
1.08 Employer means the signatory corporation or organization, as the case may
be, which is either (a) an educational institution or system described in
Section 170(b)(1)(A)(ii) of the Code, or (b) a tax-exempt organization
described in Section 501(c)(3) of the Code which is exempt from tax under
Section 501(a) thereof, and any like successor to either which in writing
elects with the written acceptance of the Custodian to continue the Plan.
1.09 Financial Hardship means a financial need of the Participant resulting
from (i) purchase of principal residence; (ii) threat of eviction from a
foreclosure on a principal residence; (iii) tuition for higher education
for participant or dependent; and (iv) substantial uninsured medical
expenses for participant or dependent.
1.10 Investment Company Shares means the shares of the Phoenix Funds,
open-ended, regulated investment companies within the meaning of Section
851(a) of the Code, whose shares may be purchased through PEPCO.
1.11 Participant means any employee of the Employer who executes the Agreement
and who executes a Salary Reduction Agreement with the Employer which
directs the Employer to contribute a specified contribution of salary to
the Plan.
1.12 Plan means the Phoenix Equity Planning Corporation Tax-Sheltered Mutual
Fund Plan, as amended from time to time.
1.13 Salary Reduction Agreement means a written agreement between the Employer
and the Employee whereby the Employee irrevocably agrees to reduce salary
(or to forego an increase in salary) with respect to amounts earned after
the effective date of the Agreement, and whereby the Employer agrees to
contribute the amount of salary reduced or foregone by the Employee to the
Custodial Account. The Salary Reduction Agreement may be terminated at any
time either by the Employer or Employee with respect to amounts not yet
earned by the Employee; provided that no more than one Agreement for
salary reduction may be made within any taxable calendar year of the
Employee.
Article II--Contributions
2.01 Custodial Account: The Custodian shall establish a Custodial Account which
satisfies the requirements of Code 401(f)(2), and which shall receive all
contributions made by the Employer on behalf of the Participant.
2.02 Employer Contributions: The Employer shall make contributions under the
Plan on behalf of the Participant in accordance with the Salary Reduction
Agreement that has been entered into with the Participant. However,
contributions made during a Participant's taxable year by the Employer,
as computed by the Employer or the Participant, shall not exceed an amount
equal to the lesser of the amount permitted to be contributed in that year
in accordance with the provisions of Section 415 of the Code or the
Participant's exclusion allowance as determined for that year in
accordance with the provisions of Section 403(b)(2) of the Code, as
modified by Section 414(a)(2) and 457(c)(2). If an excess contribution
exists with respect to a Participant's Account for any taxable year within
the meaning of Code Section 4973 (c), the Participant may notify the
Custodian through PEPCO in writing of the amount of such excess and
request a refund of such amount. Upon receiving such written notification,
the Custodian shall redeem sufficient Investment Company Shares to refund
the amount of such excess contribution to the Participant, plus the net
income to the Account on such excess contribution. Neither the Custodian,
PEPCO, nor any agent thereof shall have any duty to determine whether an
excess contribution has been made on behalf of a Participant to the Plan.
2.03 Transfer to the Custodial Account: At the written direction of the
Participant through PEPCO, the Custodian shall accept as a contribution on
behalf of the Participant:
(a) The amount of the Participant's interest in any other custodial
account maintained for the benefit of the Participant in accordance
with the provisions of Section 403(b)(7) of the Code which is
transferred directly to it in cash by the Custodian of the custodial
account;
(b) the amount, or portion thereof, of the Participant's interest in any
other custodial account maintained for the benefit of the
Participant or of the proceeds from an annuity contract for the
benefit of the Participant in accordance with the provisions of
Section 403(b) of the Code which is transferred to it in cash by or
on behalf of the Participant if the Custodian and PEPCO receive
adequate assurance that such transfer either constitutes a tax-free
transfer or a rollover contribution as described in Section
403(b)(8) or 408(d)(3) of the Code.
2.04 Transfers from the Custodial Account: At the written direction of the
Participant through PEPCO, the Custodian shall transfer, in cash, the
balance in the Participant's Custodial Account less the amount of any
taxes, charges or other expenses then chargeable thereto to:
(a) the Custodian of any other Custodial Account maintained for the
benefit of the Participant in accordance with the provisions of
Sections 403(b)(7) of the Code; or
(b) the insurance company designated by the Participant for the
purchase, for the benefit of the Participant, of an annuity contract
described in Section 403(b) of the Code, if the transfer meets the
requirements for a tax-free transfer. Any determination as to
whether the transfer is a tax-free transfer shall be made by the
Participant upon the advice of his or her tax counsel.
Article III--Investment of Contributions
3.01 Contributions: All contributions under the Plan shall be credited to the
Participant's Account and shall be used to purchase full and fractional
Investment Company Shares specified by the Participant in the Employee
Adoption Agreement. The execution of the Employee Adoption Agreement shall
be deemed the Participant's acknowledgement of receipt of the current
prospectus relating to the Investment Company Shares in which he or she
has directed investment. With each contribution, the Employer shall notify
the Custodian of the name of each Participant on whose behalf a
contribution is made and the amount to be credited to each Participant's
Account. The usual sales and service charges described in the prospectus
concerning the acquisition and accumulation of such shares shall be
charged to the Participant's Account.
3.02 Reinvestment: All dividends and capital gain distributions received on
particular Investment Company Shares held in a Participant's Account shall
be reinvested in full and fractional shares of the same investment company
and shall be credited to that Participant's Account. If such dividends
or distributions may be received in additional shares or in cash or other
property, the Custodian shall elect to receive the same in additional
shares.
3.03 Vesting: Each Participant's interest in the Account attributable to
contributions on his or her behalf, together with earnings credited
thereto shall be at all times fully vested and nonforfeitable.
3.04 Investment Direction: The investment instructions specified in the
Employee Adoption Agreement shall be followed by the Custodian until such
instructions are modified by the Participant in writing, or in such other
form approved by the Custodian. If either PEPCO or the Custodian finds any
investment instructions of the Participant to be incomplete, conflicting
or otherwise unacceptable, it may return the same to the Participant for
clarification, and until clarification or further instructions acceptable
to PEPCO and the Custodian are received, any Employer contribution which
was uninvested due to such unacceptable instructions may be invested in
accordance with the Participant's last previous written instructions with
respect to investment of contributions.
3.05 Exchanges: The Participant, by a suitable writing or such other method
approved by the Custodian, may at any time direct the Custodian to
exchange all or any portion of the Investment Company Shares held in the
Participant's Custodial Account for other Investment Company Shares if
such exchange is permitted by the current prospectus relating to the
Investment Company Shares involved in the transaction, and such direction
shall be deemed the Participant's acknowledgement of receipt of the
current prospectus relating to the Investment Company Shares in which he
or she has directed investment.
3.06 Ownership of Investment Company Shares: Title in all Investment Company
Shares purchased under the Plan shall be registered in the name of the
Custodian (or its nominee) as custodian for the account of the
Participant. The Custodian shall cause PEPCO to forward all proxy and
other materials that relate to the Investment Company Shares held in the
Custodial Account to the Participant and shall follow the Participant's
written instructions with respect to voting shares. If instructions of the
Participant are not received, the shares shall not be voted.
Article IV- Payment of Benefits
4.01 General:
(a) Subject to the restrictions on distributions from ORP Accounts
described in Section 4.11, distribution of the assets in an Account
may be made to the Participant on account of one of the following:
1. the Participant has attained age 59-1/2 as described in
Section 4.02 below;
2. the Participant retires early as described in Section 4.03
below;
3. the Participant has separated from service with the Employer
as described in Section 4.04 below;
4. the Participant has become disabled as described in Section
4.05 below; or
5. the Participant encounters financial hardship as described in
Section 4.06 below.
(b) The Participant may elect a form of distribution from among the
following alternatives:
i. a single sum, in cash or kind.
ii. equal or substantially equal monthly, quarterly or annual
installments over the life of the Participant or over the
lives of the Participant and designated Beneficiary, or a
period certain not to exceed the life expectancy of such
participant or the joint and last survivor life expectancy of
such Participant and Beneficiary.
iii. an immediate or deferred annuity contract purchased by the
Custodian, which provides for payments over the life of the
Participant or, if Participant so elects, for payments over
the lives of the Participant and the Participant's
Beneficiary.
4.02 Age 59-1/2: Distribution shall be made on the Participant's written
application at anytime after a Participant has attained the age of 59-1/2
years.
4.03 Early Retirement: Distribution shall be made on the Participant's written
application if the Participant retires (with separation from service with
the Employer) under either the early or normal retirement provisions,
under any other retirement plan maintained by the Employer, and the
Participant has attained the age of 55 years at the time of such early or
normal retirement.
4.04 Separation from Service: Distribution shall be made on the Participant's
written application at any time after a Participant has separated from
service with the Employer provided, however, any such distribution shall
be made only under paragraph 4.01(b) ii above.
4.05 Disability: Distribution on account of disability shall be made on the
Participant's written application for such distribution accompanied by a
physician's statement certifying that the Participant is unable to engage
in any substantial gainful activity by reason of any medically determined
physical or mental impairment which can be expected to result in death or
to be of long-continued and indefinite duration.
4.06 Financial Hardship: Before the Custodian may make a Distribution for a
Financial Hardship, the Custodian must receive a written certification
from an independent person (or persons) certifying the existence of, and
the amount necessary to satisfy the Financial Hardship. The Custodian
may not distribute more than an amount required to meet the immediate
financial need created by the Financial Hardship and not reasonably
available from other resources of the participant. The independent person
must determine the existence of the Financial Hardship in accordance
with uniform and nondiscriminatory standards, and such independent
person must not be the Participant, the Custodian, an employee or director
of a regulated investment company, or any person who would be a
disqualified person under Code Section 4975 if the Custodian Account was a
qualified plan under Code Section 401(a). Distributions on account of
Financial Hardship after December 31, 1988 shall only be made from
contributions made, and not from earnings thereon, pursuant to a Salary
Reduction Agreement. Contributions on behalf of a Participant shall be
suspended for the twelve month period following the Distribution for
Financial Hardship. Any contributions after the suspension shall be
limited during the subsequent twelve month period to the amount of
contributions made during the taxable year in which the Distribution was
made.
4.07 Minimum Required Distributions:
(a) A Participant's entire remaining interest in the Account will be
distributed to the Participant no later than the required
beginning date or, if elected by Participant in a written
application, will be distributed beginning not later than such date
in substantially equal monthly, quarterly, or annual installments
over a period certain not extending beyond the life expectancy of
such Participant and a designated Beneficiary. If such designated
Beneficiary is anyone other than the spouse of the Participant, then
the amount of any such periodic distribution will be in a sufficient
amount so that the Participant will be actuarially expected to
receive more than one-half of the payments in his lifetime.
(b) The phrase "required beginning date" as used herein shall mean the
April 1 following the calendar year in which the Participant attains
age 70-1/2 years.
4.08 Death:
(a) In the event of the Participant's death, distribution of assets in
the Participant's Account shall be made to his designated
Beneficiary or Beneficiaries. If there is no valid beneficiary
designation in effect at the time of the Participant's death, such
distribution shall be made to his spouse, if living, otherwise to
his estate. Any such distribution shall only be made on the written
application of the party entitled thereto and submission of evidence
satisfactory to the Custodian of the Participant's death.
(b) If distribution of the Participant's Account(s) has begun in
accordance with Section 4.07 above and the Participant dies before
his entire interest has been distributed to him, the remaining
portion of such interest shall be distributed at least as rapidly as
under the method of distribution being used under Section 4.07 as of
the date of his death.
(c) If a Participant dies before the distribution of his Account has
begun in accordance with Section 4.07, then the distribution of the
Participant's Account shall be made to his Beneficiary within (5)
years of his death, except if:
(1) the distribution is to be made to a designated Beneficiary and
such benefit is to be paid over a period not extending beyond
the life expectancy of such Beneficiary and such distribution
begins not later than 1 year after the date of the Partici-
pant's death (or such later date as regulations may permit);
or
(2) the designated Beneficiary is the surviving spouse of the
Participant and distribution is to be made over a period not
extending beyond the life expectancy of such spouse and such
distribution commences no later than that date on which the
Participant would have attained age 70-1/2; then distribution
may be made in accordance with paragraph (1) or (2) above,
whichever is applicable.
(d) The Participant may designate and change his Beneficiary or
Beneficiaries under this Agreement on a form provided by the
Custodian or otherwise acceptable to the Custodian for such purpose.
All elections with respect to the mode of distribution of the
Custodial Account on the death of the Participant may be made by the
Participant, or, in the absence of an irrevocable election by the
Participant, by his Beneficiary. The designation of beneficiary form
shall not become effective until it is filed with the Custodian. The
last designation filed with the Custodian shall be controlling, and
whether or not it fully disposes the Custodial Account, shall revoke
all such other designation previously filed by the Participant. Each
such executed designation is specifically incorporated herein by
reference and shall be construed, enforced, and administered
according to the laws of the Commonwealth of Massachusetts.
4.09 Methods of Payment: Payments may be made in cash or shares or a
combination thereof as may be directed by the Participant, provided,
however, that any payments made on account of financial hardship shall be
in cash, and any periodic payments to be made by the Custodian shall be in
cash unless the Custodian otherwise agrees to make such periodic payments
in shares.
4.10 Written Application: The Custodian shall not have any responsibility to
make distributions other than upon the Participant's written application
for such benefits and providing such information as the Custodian may
require. Any written application shall be on a form provided by the
Custodian or in such other manner as may be acceptable to the Custodian.
The Custodian shall not, however, be responsible for complying with a
written document which does not appear on its face to be genuine, and
assumes no duty of further inquiry.
4.11 Reductions on Distributions from ORP Accounts: Notwithstanding anything
herein to the contrary, except as may be required under Section 4.12 in
accordance with the requirements of the Code Sections 403(b)(10) and
401(a)(9), distributions are to be made from ORP Accounts only if the
Participant terminated participation in the Optional Retirement Program as
provided in Section 36, 105, Title 110B, Vernon's Texas Civil Statutes, by
reason of his death, retirement or termination of employment and such dis-
tributions from the ORP Accounts shall only be made upon the written
authorization of the Employer.
4.12 Assignment of Benefits: The Custodial Account and/or the benefits payable
to the Participant, a spouse or a Beneficiary are not subject to the
claims of their creditors and may not be voluntarily or involuntarily
assigned or alienated or encumbered.
Article V--Amendment and Termination
5.01 Plan Termination: The Plan may be terminated at any time by a written
notice to the Custodian and PEPCO, signed by the Participant and the
Employer, and specifying the date of the Plan's termination. However, the
Plan may be continued by a successor Employer described in Section 1.08 of
the Plan that executes an Adoption Agreement to the Plan, together with
the Participant and PEPCO. Upon termination of the Plan, the Participant's
Account shall be distributed in accordance with the Provisions of Article
IV hereof.
5.02 Plan Amendment: The Plan may be amended at any time by delivering to the
Custodian and PEPCO a written copy of such modification or amendment,
signed by the Employer, provided, however, that:
(a) No modification or amendment shall cause or permit any part of the
assets in the Participant's Account to be diverted to purposes other
than for the exclusive benefit of the Participant or his or her
Beneficiary or as would cause or permit any portion of such assets
to revert to, or become the property of, the Employer; and
(b) No retroactive modification or amendment shall deprive the
Participant or his or her Beneficiary of any benefit to which the
Participant was entitled under the Plan by reason of contributions
made prior to the effective date of modification or amendment,
unless such modification or amendment is necessary to conform the
Plan to, or satisfy the conditions of, any law, governmental
regulation or filing, and to permit the Plan to meet the
requirements of Section 403(b)(7) of the Internal Revenue Code or
any similar statute enacted in lieu thereof.
(c) No modification or amendment shall take effect without the prior
written approval of PEPCO and the Custodian (but such consent shall
not be construed as approval of the sufficiency of any such
modification or amendment).
5.03 Amendment Delegation: The Employer hereby delegates to PEPCO the power to
amend the Plan in any respect at any time (including retroactive
amendment) by submitting a copy of the amendment to the Employer in order
to meet the requirements of Section 403(b)(7) of the Code or obtain a
ruling or determination from the Internal Revenue Service that the Plan,
as so amended, meets said requirements. Employer shall be deemed to have
consented to any such amendment. However, no such amendment shall deprive
any Participant or his or her Beneficiary of any benefit to which the same
was entitled by reason of contributions made prior thereto or permit Plan
assets to be diverted to purposes other than for the exclusive benefit of
Participants or their Beneficiaries or to revert to or become the property
of the Employer.
Article VI--Custodian
6.01 Powers of Custodian: The Custodian shall have all powers necessary for the
performance of its duties, including the ability to delegate the
performance of any of its administrative duties. The Custodian shall hold
the contributions received by it subject to the terms of the Plan and the
purposes herein set forth and the Custodian shall be responsible only for
such assets as shall actually be received by it hereunder. The Custodian
is by the terms of the Plan subject to directions of the Participant, in
writing or in such other form approved by the Custodian, in the
investment, distribution, transfer and exchange of assets held in custody
in the name of Custodian on behalf of the Participant and his or her
Beneficiaries. The Custodian shall not be liable for following such
instructions, nor shall the Custodian be liable for its actions or failure
to act due to the absence of such instructions. Furthermore, the Custodian
may conclusively rely upon and shall be protected in acting upon any
written from the Employer, the Participant or their legal representatives
or any other notice, request, consent certificate or other instrument or
paper believed by it to be genuine and to have been properly executed,
and, so long as it acts in good faith, in taking or omitting to take any
other action in reliance thereon.
6.02 Maintenance of Records: The Custodian shall maintain such records with
respect to the Participant as may be necessary for the proper
administration of the Custodial Account. The Custodian shall file annually
an accounting with the Participant after the close of each calendar year
and shall file such information as shall be required of it by the
Secretary of the Treasury. Upon the expiration of sixty (60) days after
such a report is rendered, the Custodian and PEPCO shall be forever
released and discharged from all liability and accountability to anyone
with respect to transactions shown in or reflected by such report except
with respect as to any such acts or transactions as to which the
Participant shall have filed written objections with the Custodian or
PEPCO within such sixty-day period.
6.03 Fees, Taxes, and Expenses: Each Participant shall pay the Custodian fees
in accordance with the fee schedule set forth in the Employee Adoption
Agreement with respect to the Participant's Account. Upon thirty (30) days
prior written notice, the Custodian may substitute a fee schedule
differing from the schedule in said Adoption Agreement. Except as
otherwise agreed, the Custodian shall not make any charge in addition to
its agreed fees for services rendered by any of its officers or employees
in the performance of its duties hereunder. The Custodian's fees, any
income, gift, estate and inheritance taxes and other taxes of any kind
whatsoever, including transfer taxes incurred in connection with the
investment or reinvestment of the assets of the Custodial Account, that
may be levied or assessed in respect to such assets, and all other
administrative expenses incurred by the Custodian in the performance of
its duties including fees for legal services rendered to the Custodian,
may be charged to the Participant's Account, with the right to liquidate
Investment Company Shares for this purpose, or (at the Custodian's option)
charged to the Participant.
6.04 Resignation or Removal of Custodian: The Custodian may resign at any time
upon sixty (60) days notice in writing to PEPCO, the Employer and the
Participant and may be removed by PEPCO at any time upon sixty (60) days
notice in writing to the Custodian. Upon such resignation or removal,
PEPCO shall appoint a Successor Custodian to serve under the Plan. Upon
receipt by the Custodian of written acceptance of such appointment by the
Successor Custodian, the Custodian shall transfer to such Successor the
assets of the Participant's Accounts and all necessary records (or copies
thereof) pertaining thereto, provided that (at the Custodian's request)
any Successor Custodian shall agree not to dispose of any records without
the Custodian's consent. The Custodian is authorized, however, to reserve
such a portion of such assets as it may deem advisable for payment of all
its fees, compensation, costs and expenses or for the payment of any other
liabilities constituting a charge on or against the Custodian with any
balance of such reserve remaining after the payment of all such items to
be paid over to the Successor Custodian. If within one hundred twenty
(120) days after the Custodian's resignation or removal, PEPCO has not
appointed a Successor Custodian who has accepted such appointment, this
Plan shall terminate and all assets in the Participant's Accounts shall be
distributed in accordance with the provisions of Article IV hereof.
6.05 Successor Custodian: A Successor Custodian appointed to serve under this
Plan must be a bank as defined in Code Section 401(d)(1) or such other
person who qualifies under Section 401(f)(2) of the Code and satisfies the
Custodian, upon request, as to such qualification. After the Custodian has
transferred the assets of the Participant's Accounts (including any
reserve balance as contemplated above) to the Successor Custodian, the
Custodian shall be relieved of all further responsibility with respect to
the Plan, the Custodial Account, and the assets thereof, and the Custodian
shall not be liable for the acts or omissions of such successor.
Article VII-Miscellaneous
7.01 Action by Parties to Plan: The Parties to the Plan and all persons
claiming any interest whatsoever hereunder agree to perform any and all
acts and to execute any and all documents and papers which may be
necessary or desirable for the carrying out of the Plan or any of its
provisions. The Plan shall be binding upon the heirs, executors,
administrators, successors and assignees of any and all parties hereto and
Participants hereunder whether present or future.
7.02 Rights Reserved by Employer: The Plan shall not be construed as creating
and modifying any contract of employment between the Employer and the
Participant.
7.03 Limitation of Liability: An investment company whose shares are issued in
connection with the Plan shall not be considered to be a party to the Plan
and shall be fully protected in presuming that the Custodian is as shown
on the latest notification received at its principal office, and shall be
protected in acting in accordance with any written direction of the
Custodian and shall have no duty to see to the application of funds paid
by it to the Custodian. Neither such investment company nor PEPCO shall be
responsible for the propriety of contributions or distributions made under
the Plan.
7.04 Failure to Qualify Plan: The Plan is established and created with the
intent that it shall meet the terms of Section 403(b)(7) of the Code;
however, if it is determined by the Internal Revenue Service that the Plan
does not initially and cannot be amended retroactively to qualify under
Section 403(b)(7) of the Code, all assets acquired with contributions
hereunder together with income earned thereon (less reasonable expenses
and agreed Custodian fees) shall be distributed to the Participant and the
Plan shall be considered to be rescinded and of no force and effect. If
the Plan, after initially meeting such terms shall fail to do so, the Plan
shall be terminated and the assets held hereunder shall be disposed of in
accordance with the Section 5.01 hereof within thirty (30) days following
the Custodian's receipt of notice of such failure from the Employer or the
Participant.
7.05 This Agreement is an amendment to, and restatement of, any prior agreement
entitled Phoenix Equity Planning Corporation Tax-Sheltered Mutual Fund
Plan as existing on January 1, 1987 under which State Street Bank and
Trust Company served as Custodian for contributions contributed by the
Employer to a Custodial Account established for the benefit of the
Participant under Code Section 403(b)(7) for investment in the Phoenix
Funds. Said Amendment and restatement is effective retroactive to January
1, 1987.
7.06 Governing Law: The Plan shall be construed and administered in accordance
with the laws of the Commonwealth of Massachusetts, provided no provision
shall be construed to conflict with any provision of Federal law.
Article VIII--Administration
8.01 Instructions: All instructions, notices, forms and remittances received by
PEPCO from the Participant shall be forwarded to the Custodian.
8.02 Performance: Custodian and PEPCO shall be agents for the Participant to
perform the duties conferred on each of them, respectively, hereunder as
directed by Participant. The parties do not intend to confer any fiduciary
duties on the Custodian or PEPCO, and none shall be implied. Neither shall
be liable (or assumes any responsibility) for the collection of
contributions, the deductibility of any contribution or the propriety of
any contributions under this Agreement, or the purpose or propriety of any
distribution ordered in accordance with Article IV, which matters are the
responsibility of Participant and Participant's Beneficiary.
8.03 Indemnification: Participant shall always fully indemnify PEPCO and
Custodian and save PEPCO and Custodian harmless from any and all liability
whatsoever which may arise either in connection with this Agreement and
matters which it contemplates, except that which arises due to PEPCO's or
Custodian's negligence or willful misconduct, or with respect to making or
failing to make any distribution, other than for failure to make
distribution in accordance with an order therefore which is in full
compliance with Article IV. Neither PEPCO nor Custodian shall be obligated
or expected to commence or defend any legal action or proceeding in
connection with this Agreement or such matters as may arise therefrom
unless agreed upon by that party and Participant, and unless fully
indemnified for so doing to that party's satisfaction.
8.04 Duties: The Custodian and PEPCO shall each be responsible solely for
performance of those duties expressly assigned to it in this Agreement;
neither assumes any responsibility as to duties assigned to anyone else
hereunder or by operation of law.
