EXHIBIT f
MUTUAL FUNDS BOARDS
DEFERRED COMPENSATION PROGRAM
DEFERRED COMPENSATION AGREEMENT
1/30/03
MUTUAL FUNDS BOARDS
DEFERRED COMPENSATION PROGRAM
DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT is made as of January 30, 2003, by and among the
hereinbelow listed regulated investment companies (which entities, together with
any and all additional entities incorporated herein, shall hereinafter be
collectively referred to as the "Funds") and the undersigned (hereinafter
referred to as "Participant").
WITNESSETH:
Whereas, the Participant is currently a duly elected trustee of one or
more of the Funds or serves as a member of the consulting committee thereof and
will be rendering valuable services to the Funds while serving in such capacity;
and
Whereas, it is the desire of the Funds to have the benefit of the
Participant's continued loyalty, service and counsel and also to assist the
Participant in planning for retirement and certain other contingencies; and
Whereas, a the Securities and Exchange Commission has issued a letter
on May 14, 1998 in which it has instructed registered investment companies that
they need not seek exemptive orders in order to implement compensation plans
that allow Participants to defer receipt of fees they receive in such capacity
in order to obtain tax and other benefits; and
Whereas, the boards of trustees of the Funds have adopted a deferred
compensation arrangement or plan for the benefit of all participants therein;
and
Whereas, the parties desire to set forth below their mutual
understandings and agreements regarding this deferred compensation plan.
NOW, THEREFORE, in consideration of the foregoing premises, the parties
mutually agree as follows:
SECTION I: DEFERRED COMPENSATION LEDGER ACCOUNT
A. Prior to the beginning of each calendar year while this Agreement is in
force, the Participant may make an irrevocable written election
(attached to and made a part of this Agreement) to defer receipt of all
or any portion of such Participant's Compensation from the Funds that
would otherwise be received during the next succeeding calendar year.
B. An irrevocable written election to defer receipt of Compensation may
also be made at the time of the Participant's election to the board of
trustees of any of the Funds (or appointment to a consulting committee
thereof, as applicable) and the election to defer receipt of
Compensation shall be effective for the remaining portion of the
calendar year in which such Participant was elected or appointed, as
the case may be.
C. Any Compensation deferred under the terms of this Agreement shall be
controlled solely by the terms of this Agreement.
D. The irrevocable written election of the Participant to defer receipt of
Compensation shall be effective only as to the Compensation for the
year specified in such election.
E. Any amounts of Compensation deferred by the Participant shall be
credited to a Deferred Compensation Ledger Account established for such
Participant and maintained by the Deferral Account Agent (as hereafter
defined). Any payments of Deferred Compensation based upon such
Deferred Compensation Ledger Account shall only be made at the time and
under the occurrences set forth in Part II of this Agreement.
F. At the time of the Participant's election to defer Compensation and
once each calendar quarter thereafter, the Participant may designate in
writing that amounts deferred be deemed to be invested in one of the
funds set forth in Exhibit 1 (each of the foregoing a "Deemed
Investment Option" and collectively, the "Deemed Investment Options").
In the event that any Deemed Investment Option shall cease to be
offered, the Deferral Account Agent shall notify the Participant that
such Deemed Investment Option is no longer available. A Participant
will not be able to select a Deemed Investment Option if the actual
purchase thereof would violate sections 12(d)(1) or 13(a)(3) of the
Investment Company Act of 1940, as amended.
G. The election to designate deemed investments as described above shall
be subject to restrictions as to minimum and maximum amounts as
announced from time to time by the Funds. The Funds shall have the
right at any time to add new Deemed Investment Options, cease to offer
or withdraw any or all of the Deemed Investment Options and alter or
adjust the basis or method of calculating any earnings for any of the
Deemed Investment Options outlined above.
H. Unless otherwise instructed, the Funds will designate one or more
agents ("Deferral Account Agent") to maintain a Deferred Compensation
Ledger Account for the benefit of each Participant. The Deferral
Account Agent shall periodically measure the hypothetical investment
performance of the Participant's Deferred Compensation Ledger Account.
The value of a Deferred Compensation Ledger Account will be equal to
the value such account would have had if the Compensation had been
invested and reinvested in shares of the Deemed Investment Options.
Each Deferred Compensation Ledger Account will be credited or charged
with book adjustments representing all interest, dividends and other
earnings and all gains and losses that would have been realized had the
amounts credited to such account actually been invested in each Deemed
Investment Option. Any amounts deemed to be invested in the Deemed
Investment Options shall be subject to all applicable provisions as set
forth in the applicable Prospectus.
I. The Funds and/or the Deferral Account Agent reserves the right to debit
the Deferred Compensation Ledger Account by the amount of any federal
or state taxes which they may incur as a result of investment earnings
on amounts held under this Agreement.
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J. The Funds shall be under no obligation to actually make any investments
as described in Paragraph F. In any event, if any investments are made,
the Deferral Account Agent shall be named the owner and shall have all
of the rights and privileges conferred by any instrument evidencing
such investments. In no event shall Deferred Compensation Ledger
Account investments be segregated, set aside or held in trust or
escrow. The sums represented by the Deferred Compensation Ledger
Account shall be subject to the claims of general creditors of the
Deferral Account Agent.
SECTION II: PAYMENT OF DEFERRED COMPENSATION
A. At each time an election is made to defer receipt of Compensation, the
Participant shall also make an election as to the method of
distribution of amounts deferred (such election is attached and made
part of this Agreement). The method of distribution shall be either in
a lump sum or as annual installments of over a period of years not to
exceed fifteen (15). The Participant may elect to change the method of
distribution for all or a portion of the Deferred Compensation benefit
by written notice to the Funds. Such election to change method of
distribution shall become effective one year from the date such
election is made, provided the Participant remains an eligible
participant during such period. It is hereby provided, however, that
the Funds, in their sole discretion, may elect to waive the one-year
waiting period for changes in method of distribution. If the annual
installment method is elected, no change in the number or timing of
such installments shall be permitted after such installments have
commenced.
B. The payment of the Deferred Compensation benefit, which shall be an
amount equal to the balance to the credit of the Participant in the
Deferred Compensation Ledger Account, shall be made or commence to be
made in accordance with the manner elected by the Participant not later
than 30 days after the payment date specified in the Payment Election
Form. Notwithstanding the payment date elected, or if no such date is
specified, payment shall be made upon the earliest of the date that the
Participant ceases to be associated with the Fund or upon becoming
permanently disabled as reasonably determined by the Funds. Any amounts
payable by reason of the Participant's death shall be paid in one lump
sum to the beneficiary or beneficiaries designated by the Participant
in Section III of this Agreement.
C. At the sole discretion the Funds, if the annual installment method is
elected, in lieu of payments from the Deferred Compensation Ledger
Account, an amount equal to the balance to the credit of the
Participant in the Deferred Compensation Ledger Account may be applied
to purchase a period certain annuity in the name of the Deferral
Account Agent, the proceeds of which will be paid to the Participant in
accordance with the installment payment schedule elected. Such annuity
will be based on Phoenix Life Insurance Company's current purchase
rates for individual annuities in effect at the time of purchase.
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SECTION III: BENEFICIARIES
The following are hereby designated as beneficiaries for the purposes
of payments in the event of the death of the Participant prior to the payment of
all benefits under this Agreement.
Primary: ____________________________________
Contingent: _________________________________
The Participant from time to time shall have the right to designate new
or additional beneficiaries by written notice to the Funds.
SECTION IV: BENEFITS NONASSIGNABLE
The benefits provided by this Agreement will be available for the
support and maintenance of the Participant and the Participant's beneficiaries
in the event of certain contingencies. The benefits provided hereunder will not
be subject to alienation, garnishment, attachment or any other legal process by
creditors or of any person or persons designated as a beneficiary in Section
III. Furthermore, except by will or the laws of descent or distribution, the
Participant and any beneficiary may not anticipate the benefits provided
hereunder by assignment, pledge, sale or similar act.
SECTION V: OTHER RIGHTS
This Agreement creates no rights in the Participant to continue in the
Participant's affiliation with the Funds for any length of time, nor does it
create any rights in the Participant or obligations on the part of the Funds
other than those set forth herein.
SECTION VI: DEFINITIONS
A. Compensation: Compensation means the annual fees
payable by the Funds to the Participant
by reason of such Participant's
membership on the boards of trustees of
the Funds and/or any fees payable for
such Participant's participation in
committees of the boards of trustees.
B. Permanent Disability: Permanent Disability means the total
inability as a result of injury or
sickness, to perform the duties of any
gainful occupation for which the
Participant is fitted by training,
education or experience. Such
determination shall be made by the
Funds based on examination of all
applicable facts and circumstances.
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SECTION VII: REPRESENTATIONS
Participant represents (a) that he/she is entering into this Agreement
primarily for tax deferral purposes, (b) that, if he/she has selected one or
more of the Deemed Investment Options described in Section I, Paragraph F as a
deemed investment, he/she has received a current prospectus for each such Deemed
Investment Option and (c) that he/she is an accredited investor as such term is
defined under Regulation D under the Securities Act of 1933, as amended.
SECTION VIII: MISCELLANEOUS
The execution and delivery by an officer of any of such Funds, acting
at the direction of the Participant, shall not be deemed to have been made by
any of the aforementioned individually or to be binding upon or impose any
liability on any of them personally.
The Participant and any beneficiaries designated in Section III shall
have recourse only against the Deferral Compensation Agent for enforcement of
this Agreement and not against the assets of the Funds. This Agreement shall be
binding with respect to the parties hereto and their respective successors,
assigns and legal representatives.
This Agreement may be signed in two counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument. This Agreement shall become effective when each
party hereto shall have received by facsimile transmission or otherwise a
counterpart hereof signed by the other party hereto. No provision of this
Agreement is intended to confer upon any person other than the parties hereto
any rights or remedies hereunder.
This Agreement supersedes all prior agreements and understandings, both
oral and written, among the parties with respect to the subject matter hereof
and thereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their respective
hands and seals as of the date first above written.
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Participant
ACCEPTED FOR:
PHOENIX FUNDS
-------------
PHOENIX-ABERDEEN SERIES FUND
PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND
PHOENIX EQUITY SERIES FUND
PHOENIX-XXXXXXX CALIFORNIA-TAX EXEMPT BOND FUND
PHOENIX INVESTMENT TRUST 97
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX MULTI-SERIES TRUST
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PHOENIX-OAKHURST INCOME & GROWTH FUND
PHOENIX-OAKHURST STRATEGIC ALLOCATION FUND
PHOENIX SERIES FUND
PHOENIX STRATEGIC EQUITY SERIES FUND
PHOENIX INSTITUTIONAL FUNDS
---------------------------
PHOENIX DUFF & XXXXXX INSTITUTIONAL MUTUAL FUNDS
PHOENIX-SENECA FUNDS
PHOENIX-KAYNE FUNDS
By: __________________________
Name:
Title:
Your interest in the Deferred Compensation Program may be considered a security
under federal securities laws. The Program has not been registered under
applicable federal securities laws and the Funds believe that the Program, as
currently structured and administered, meets the requirements of a "private
offering" under applicable rules.
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Deferral Account Agent Delegation
The undersigned hereby appoints and delegates to Phoenix Investment
Partners, Inc. (the "Deferral Account Agent") the duty and obligation to act as
Deferral Account Agent and in connection therewith, among other things, manage
contributions, establish and maintain book entries and make payments to
Participants as more particularly described the attached Agreement and plan. The
Deferral Account Agent assumes and accepts the foregoing duties and hereby
agrees to release and discharge the Funds for any loss, liability or other
obligation to the Participant in connection with the foregoing undertakings,
including, without limitation, the imputed investment performance of each Deemed
Investment Option.
PHOENIX FUNDS
-------------
PHOENIX-ABERDEEN SERIES FUND
PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND
PHOENIX EQUITY SERIES FUND
PHOENIX-XXXXXXX CALIFORNIA-TAX EXEMPT BOND FUND
PHOENIX INVESTMENT TRUST 97
PHOENIX MULTI-PORTFOLIO FUND
PHOENIX MULTI-SERIES TRUST
PHOENIX-OAKHURST INCOME & GROWTH FUND
PHOENIX-OAKHURST STRATEGIC ALLOCATION FUND
PHOENIX SERIES FUND
PHOENIX STRATEGIC EQUITY SERIES FUND
PHOENIX INSTITUTIONAL FUNDS
---------------------------
PHOENIX DUFF & XXXXXX INSTITUTIONAL MUTUAL FUNDS
PHOENIX-SENECA FUNDS
PHOENIX-KAYNE FUNDS
By: __________________________
Name:
Title:
Agreed and consented to:
PHOENIX INVESTMENT PARTNERS, INC.
By:_____________________________
Name:
Title:
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