EX-99.H.6 6 caltax61555_ex-h6.txt THIRD AMENDMENT TO AMENDED AND RESTATED EXHIBIT h.6 THIRD AMENDMENT TO AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT THIRD AMENDMENT TO AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT THIS AMENDMENT made effective as of the 1st day of January, 2003 amends that certain Financial Agent Agreement dated November 19, 1997, as amended March 23, 1998 and June 1, 1998, and updated by letter agreement dated February 9, 2001, by and among the following parties (the "Agreement") as hereinbelow provided. W I T N E S S E T H : WHEREAS, the parties hereto wish to amend Schedule A of the Agreement to reflect fee schedule changes associated with the Amended and Restated Sub-Administration Agreement dated January 1, 2003 by and between Phoenix Equity Planning Corporation and PFPC, Inc., to clarify those services provided directly by the Financial Agent for which it shall be compensated and to update the list of Funds subject to the Agreement: NOW, THEREFORE, in consideration of the foregoing premise and other good and valuable consideration, the parties hereby agree that the Agreement is hereby amended as follows: 1. Schedule A is hereby replaced with the Schedule A attached hereto and made a part hereof. 2. Except as hereinabove and hereinbefore amended, this Agreement embodies the entire agreement and understanding between the parties with respect to the subject matter hereof. [signature page follows] IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized officers on this 21st day of May 2003. PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND PHOENIX EQUITY SERIES FUND PHOENIX-GOODWIN 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 PARTNER SELECT FUNDS PHOENIX-SENECA FUNDS PHOENIX SERIES FUND PHOENIX STRATEGIC EQUITY SERIES FUND By: /s/ Philip R. McLoughlin ---------------------------------------------- Philip R. McLoughlin President PHOENIX EQUITY PLANNING CORPORATION By: /s/ William R. Moyer ---------------------------------------------- William R. Moyer Executive Vice President, Chief Financial Officer & Treasurer SCHEDULE A REVISED PURSUANT TO THIRD AMENDMENT EFFECTIVE JANUARY 1, 2003 Revised Fee Schedule Fee Information for Services as Financial Agent For its services hereunder, Financial Agent shall be paid a fee equal to the sum of (1) the document cost of fund accounting and related services provided by PFPC, Inc., as subagent, to Financial Agent, plus (2) the document cost to Financial Agent to provide tax services and oversight of subagent's performance. The current PFPC fees are attached here to and made a part hereof. REVISED PURSUANT TO THIRD AMENDMENT EFFECTIVE JANUARY 1, 2003 PFPC FEE SCHEDULE ANNUAL COMPLEX ASSET BASED FEES: The following annual fee will be calculated based upon the Portfolios' aggregate average net assets and paid monthly: 0.065% for the first $5 billion of aggregate average net assets of the Portfolios; 0.061% for the next $5 billion of aggregate average net assets of the Portfolios; 0.055% for the next $5 billion of aggregate average net assets of the Portfolios; 0.040% for the next $5 billion of aggregate average net assets of the Portfolios; and 0.030% on the aggregate average net assets of the Portfolios in excess of $20 billion. Services for any new mutual fund added to the Agreement during the Agreement's term will be subject to the same fee schedule. MONTHLY COMPLEX MINIMUM FEE: The following monthly complex minimum will be calculated per each Portfolio serviced: $5,833 for the first 50 Portfolios; $5,417 for the next 25 Portfolios; and $5,000 for each Portfolio over 75. OUT-OF-POCKET EXPENSES: PEPCO will reimburse PFPC for out-of-pocket expenses incurred on a Fund's behalf, including, but not limited to the following: Pricing Service: * Domestic Equity $0.14 Foreign Equity $0.55 Corporate Bond $0.40 Foreign Bond $0.55 Municipal Bond $0.60 CMO/Asset back $0.80 Broker obtained quotes $1.00 Mainframe IAS Reports Transmissions $2,000 per month Remote IAS access $1,500 per month Daily NAV distribution (approx.) $0.24 per minute (fax); $0.004 per minute (email) Federal Express charges Actual charges Record storage $6 per month *These prices will be charged at the CUSIP level and will not be charged for each holding. MISCELLANEOUS: Any fee or out-of-pocket expenses not paid within 30 days of the date of the original invoice will be charged a late payment fee of 1% per month until payment of the fees are received by PFPC. If PFPC is removed from the Amended and Restated Sub-Administration and Accounting Services Agreement other than for a material breach thereof, you shall pay any costs of time and material associated with the deconversion. SCHEDULE A FUNDS SUBJECT TO AMENDED AND RESTATED FINANCIAL AGENT AGREEMENT DATED 11/19/1997 (AS OF MAY 21, 2003) PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND PHOENIX EQUITY SERIES FUND Phoenix-Duff & Phelps Core Equity Fund Phoenix-Oakhurst Growth & Income Fund PHOENIX-GOODWIN CALIFORNIA TAX EXEMPT BOND FUND PHOENIX INVESTMENT TRUST 97 Phoenix-Hollister Value Small Cap Value Fund Phoenix-Hollister Value Equity Fund PHOENIX MULTI-PORTFOLIO FUND Phoenix-Aberdeen International Fund Phoenix-Duff & Phelps Real Estate Securities Fund Phoenix-Goodwin Emerging Markets Bond Fund Phoenix-Goodwin Tax-Exempt Bond Fund Phoenix-Seneca Tax Sensitive Growth Fund PHOENIX MULTI-SERIES TRUST Phoenix-Goodwin Multi-Sector Fixed Income Fund Phoenix-Goodwin Multi-Sector Short Term Bond Fund PHOENIX-OAKHURST INCOME & GROWTH FUND PHOENIX-OAKHURST STRATEGIC ALLOCATION FUND PHOENIX PARTNER SELECT FUNDS Phoenix Partner Select Growth & Dividend Fund Phoenix Partner Select Wealth Builder Fund PHOENIX SERIES FUND Phoenix-Duff & Phelps Core Bond Fund Phoenix-Engemann Aggressive Growth Fund Phoenix-Engemann Capital Growth Fund Phoenix-Goodwin High Yield Fund Phoenix-Goodwin Money Market Fund Phoenix-Oakhurst Balanced Fund PHOENIX-SENECA FUNDS Phoenix-Seneca Bond Fund Phoenix-Seneca Mid-Cap "EDGE"(SM) Fund Phoenix-Seneca Real Estate Securities Fund PHOENIX STRATEGIC EQUITY SERIES FUND Phoenix-Seneca Growth Fund Phoenix-Seneca Strategic Theme Fund