PHOENIX EQUITY PLANNING CORPORATION Hartford, CT 06115-0480Sales Agreement • April 28th, 2008 • Phoenix Institutional Mutual Funds • Connecticut
Contract Type FiledApril 28th, 2008 Company JurisdictionPhoenix Equity Planning Corporation (“PEPCO”, “we”, “us”, or “our”) invites you to participate in the sale and distribution of shares of registered investment companies (which shall collectively be referred to hereinafter as the “Funds”) for which we are national distributor or principal underwriter, and which may be listed in Annex A hereto which such Annex may be amended by us from time to time. Upon acceptance of this agreement by PEPCO, you may offer and sell shares of each of the Funds (hereafter “Shares”) subject, however, to the terms and conditions hereof including our right to suspend or cease the sale of such shares. For the purposes hereof, the above referenced dealer shall be referred to as “you”.
FOURTH AMENDMENT TO SCHEDULE A of ADMINISTRATION AGREEMENTAdministration Agreement • April 28th, 2008 • Phoenix Institutional Mutual Funds
Contract Type FiledApril 28th, 2008 CompanyTHIS AMENDMENT made effective as of the 31st day of January, 2008 amends that certain administration agreement, dated as of July 1, 2006, as amended November 15, 2007 and whose Schedule A was amended on June 27, 2007, September 24, 2007 and October 1, 2007, 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 “Administration Agreement”) as herein below provided.
AMENDMENT TO SCHEDULE A of ADMINISTRATION AGREEMENTAdministration Agreement • April 28th, 2008 • Phoenix Institutional Mutual Funds
Contract Type FiledApril 28th, 2008 CompanyTHIS AMENDMENT made effective as of the 27th day of June, 2007 amends that certain administration agreement, dated as of July 1, 2006 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 “Administration Agreement”) as herein below provided.
FIFTH AMENDMENT TO SCHEDULE A of ADMINISTRATION AGREEMENTAdministration Agreement • April 28th, 2008 • Phoenix Institutional Mutual Funds
Contract Type FiledApril 28th, 2008 CompanyTHIS AMENDMENT made effective as of the 10th day of March, 2008 amends that certain administration agreement, dated as of July 1, 2006, as amended November 15, 2007 and whose Schedule A was amended on June 27, 2007, September 24, 2007, October 1, 2007 and January 31, 2008, 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 “Administration Agreement”) as herein below provided.
AMENDMENT TO SUB-TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN PHOENIX EQUITY PLANNING CORPORATION AND BOSTON FINANCIAL DATA SERVICES, INC.Sub-Transfer Agency and Service Agreement • April 28th, 2008 • Phoenix Institutional Mutual Funds
Contract Type FiledApril 28th, 2008 CompanyThis Amendment is made as of this 1st day of July 2006 between Phoenix Equity Planning Corporation (the “Transfer Agent”) and Boston Financial Data Services, Inc. (the “Sub-Transfer Agent”). In accordance with Article 3 (Fees and Expenses), Article 15.1 (Amendment) and Article 16 (Additional Funds) of the Sub-Transfer Agency and Service Agreement between the Transfer Agent and Sub-Transfer Agent dated as of January 1, 2005 (the “Agreement”), the parties desire to amend the Agreement as set forth herein.
FIRST AMENDMENT to ADMINISTRATION AGREEMENTAdministration Agreement • April 28th, 2008 • Phoenix Institutional Mutual Funds
Contract Type FiledApril 28th, 2008 CompanyTHIS AMENDMENT made effective as of the 15th day of November, 2007 amends that certain administration agreement, dated as of July 1, 2006 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 “Administration Agreement”) as herein below provided.
SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT PHOENIX INSTITUTIONAL MUTUAL FUNDSExpense Limitation Agreement • April 28th, 2008 • Phoenix Institutional Mutual Funds • Delaware
Contract Type FiledApril 28th, 2008 Company JurisdictionThis Second Amended and Restated Expense Limitation Agreement (the “Agreement”) effective as of August 23, 2007 amends that certain Expense Limitation Agreement effective as of May 1, 2006 as amended and restated effective as of May 1, 2007 by and between Phoenix Institutional Mutual Funds, a Delaware statutory trust (the “Registrant”), on behalf of each series of the Registrant listed in Appendix A (each a “Fund” and collectively, the “Funds”) and the Adviser of each of the Funds, Phoenix Investment Counsel, Inc., a Massachusetts corporation (the “Adviser”).