EXHIBIT h.3
SECOND AMENDMENT TO THE
TRANSFER AGENCY AND SERVICE AGREEMENT
SECOND AMENDMENT TO THE
TRANSFER AGENCY AND SERVICE AGREEMENT
PHOENIX-SENECA FUNDS
THIS SECOND AMENDMENT is made by and between Phoenix-Seneca Funds
(hereinafter referred to as the "Fund") and Phoenix Equity Planning Corporation
(hereinafter referred to as the "Transfer Agent") and amends the Transfer Agency
and Service Agreement dated as of October 18, 1997, and amended by a First
Amendment dated February 28, 2004 (the "Agreement"), pursuant to which the
Transfer Agent has agreed to provide certain transfer agent and related services
to the Fund.
W I T N E S S E T H:
WHEREAS, the parties hereto wish to substitute Schedule A of the
Agreement to reflect fee schedule changes as permitted pursuant to Article 12 of
the Agreement; and
WHEREAS, the Board of Trustees at its May 18, 2005 meeting approved a
resolution to modify the Agreement to provide an annual per account rate of
$21.25 for daily dividend accounts and $16.95 for non-daily dividend accounts;
and
NOW, THEREFORE, in consideration of the forgoing premises and other
good and valuable consideration, the parties hereby agree that the Schedule A to
the Agreement is hereby substituted by replacing Schedule A with the Schedule A
attached hereto and made a part hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officer on this 18th day of May, 2005.
PHOENIX-SENECA FUNDS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
PHOENIX EQUITY PLANNING CORPORATION
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇
Vice President and Secretary
SCHEDULE A
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FEE SCHEDULE
Annual Maintenance Fees shall be based on the following formula:
AMF Fund = BAMF x SA
Where,
AMF Fund refers to the aggregate Annual Maintenance Fee levied against
each respective Fund,
BAMF refers to the Base Annual Maintenance Fee levied against each
respective Fund for each shareholder account, as more particularly
described below, at the basic annual per account rate of $21.25 for
daily dividend accounts and $16.95 for non-daily dividend accounts, and
SA refers to the number of Shareholder Accounts subject to the terms of
this Agreement and any and all sub-transfer agent agreements which
presently or hereafter may be entered into by the Transfer Agent. For
the purpose of computing the foregoing, the Transfer Agent will
ascertain the number of Shareholders of each Fund regardless of whether
any such Shares are held in accordance with any pooled omnibus accounts
or arrangement managed or controlled by any entity, broker/dealer or
sub-transfer agent.
Other Fees
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o Omnibus Accounts, Per Transaction $2.50
o Closed Accounts, per Account, per month $0.20
o Check Writing Fees:
Privilege set-up $5.00
Per Cleared Check $1.00
Out-of Pocket Expenses
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Out-of pocket expenses include, but are not limited to: confirmation production,
postage, forms, telephone, microfilm, microfiche, stationary and supplies billed
as .1122% of postage costs and expenses incurred at the specific direction of
any Fund. Postage for mass mailings is due seven days in advance of the mailing
date.
