Exhibit 9.2
Form of Sales Agreement
PHOENIX EQUITY PLANNING CORPORATION
000 Xxxxxx Xxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
000-000-0000
(000) 000-0000
PHOENIX FAMILY OF FUNDS
SALES AGREEMENT
To: Phoenix Equity Planning Corporation From:
000 Xxxxxx Xxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Sir/Madam:
We desire to enter into an Agreement with you for the sale and distribution of
shares of registered investment companies (which shall collectively be referred
to hereafter as the "Funds") for which you are national distributor or principal
underwriter and which may be listed in the Annex A hereto which such Annex may
be amended by you from time to time. Upon acceptance of this Agreement by you,
we understand that we may offer and sell shares of each of the Funds (hereafter
"Shares") subject, however, to all of the terms and conditions hereof including
your right to suspend or cease the sale of such shares.
1. We understand and agree that in all sales of Shares to the public we shall
be acting as dealer for our own account: that all purchase orders and
applications submitted to you by us are subject to acceptance or rejection
by you in your sole discretion: and that each purchase will be deemed to
have been consummated in your principal office subject to your acceptance
and effective only upon confirmation in us by you.
2. We agree that all purchases of Shares by us shall be made only for the
purpose of covering purchase orders already received from our customers
(who may be any person other than a securities dealer or broker) or for our
own bona fide investment.
3. We shall offer and sell shares purchased pursuant to this Agreement for the
purpose of covering purchase orders of our customers at the current public
offering price for such Shares ("Offering Price") as set forth in the
current prospectus of each of the funds.
4. We shall pay you for Shares purchased by us within five (5) business days
of the date of your confirmation to us of such purchase. The purchase price
shall be the Offering Price, less only the applicable dealer discount
("Dealer Discount"), if any, as set forth in Annex A hereto. We agree that
you have the right, without notice, to cancel any order for which payment
has not been received by you as provided in this paragraph, in which case
you may hold us responsible for any loss suffered by you resulting from our
failure to make payment as aforesaid.
5. We understand and agree that any Dealer Discount or fee is subject to
change from time to time. Any orders placed after the effective date of any
such Dealer Discount change shall be subject to the Dealer Discounts in
effect at the time such order is received by you.
6. We understand and agree that Shares purchased by us under this Agreement
will not be delivered until payment has been received by you. Delivery of
shares will be made by credit to a shareholder open account unless delivery
of certificates is specified in the purchase order. In order to avoid
unnecessary delay, it is understood that, at our request, any Shares resold
by us to one of our customers will be delivered (whether by credit to a
shareholder open account or by delivery of certificates) in the name of our
customer.
7. We understand that on all purchases of Shares to which the terms of this
Agreement are applicable by a person for whom we are dealer of record, you
will pay us an amount equal to the Dealer Discount or fees which would have
been paid to us with respect to such Shares if such Shares had been
purchased through us. We understand and agree that the dealer of record for
this purpose shall be the dealer through whom such person most recently
purchased Shares of such fund. We understand that all amounts payable to us
under this paragraph and currently payable under this agreement will be
paid as of the end of each month unless specified otherwise for the total
amount of Shares to which this paragraph is applicable but may be paid more
frequently as you may determine in your discretion.
8. You appoint the transfer agent for each of the Funds as your agent to
execute the purchase transaction of Shares and to confirm such purchases to
our customers on our behalf, and we guarantee the legal capacity of our
customers so purchasing such shares. We further understand if a customer's
account is established without the customer signing the application form,
we represent that the instructions relating to the registration and
shareholder options selected (whether on the application form, in some
other document or orally) are in accordance with the customer's
instructions and we agree to indemnify the Funds, the transfer agent and
you for any loss or liability resulting from acting upon such instructions.
9. Upon the purchase of Shares pursuant to a Letter of Intent, we will
promptly return to you any excess of the Dealer Discount previously allowed
or paid to us over that allowable in respect to such larger purchase.
10. Unless at the time of transmitting a purchase order we advise you to the
contrary, you may consider that the investor owns no other Shares and may
further assume that the investor is not entitled to any lower sales charge
than that accorded to a single transaction in the amount of the purchase
order as set forth in Annex A hereto.
11. We understand and agree that if any Shares purchased by us under the terms
of this Agreement are, within seven (7) business days after the date of
your confirmation to us of the original purchase order for such shares,
repurchased by you as agent for such fund or are tendered to such fund for
redemption, we shall forfeit the right to, and shall pay over to you the
amount of, any Dealer Discount allowed to us with respect to such Shares.
It is understood that you will forthwith pay over such amount to such fund
and also shall pay over to such fund your share of the Sales Charge, if
any, on the original transaction. We understand that you will notify us of
such repurchase or redemption within ten (10) days of the date upon which
certificates are delivered to you or to such fund or the date upon which
the holder of Shares held in a shareholder open account places or causes to
be placed to you or with such fund an order to have such Shares repurchased
or redeemed.
12. We agree that, in the case of any repurchase of any Shares made more than
seven (7) business days after confirmation by you of any purchase of such
Shares, except in the case of Shares purchased by us from you for our own
bona fide investment, we will act only as agent for the holders of such
Shares and will place the orders for repurchase only with you. It is
understood that we may charge the holder of such Shares a fair commission
for handling the transaction.
13. Your obligations to us under this Agreement are subject to all the
provisions of the respective distribution agreements entered into between
you and each of the Funds. We understand and agree that in performing our
services under this agreement we are acting in the capacity of an
independent contractor, and you are in no way responsible for the manner of
our performance or for any of our acts or omissions in connection
therewith. Nothing in the Agreement shall be construed to constitute us or
any of our agents, employees or representatives as your agent, partner or
employee or the agent, partner or employee of any of the Funds.
14. We understand that you will supply us with reasonable quantities of the
current prospectus and periodic reports to shareholders for each of the
Funds. We agree not to use any other advertising or sales material relating
to the sale of shares of any of the Funds unless other advertising or sales
material is approved in writing by you.
15. We shall offer and sell Shares, and execute telephone exchanges, only in
accordance with the terms and conditions of the then current prospectus of
each of the Funds and subject to the provisions of this Agreement, and we
will make no representations not contained in any such prospectus or in any
authorized supplemental material supplied by you. We will use our best
efforts in the development and promotion of sales of the Shares covered by
this Agreement, and agree to be responsible for the proper instruction and
training of all sales representatives employed by us in order that such
Shares will be offered in accordance with terms and conditions of this
Agreement and all applicable laws, rules and regulations. We agree to hold
you harmless and indemnify you in the event that we or any of our sales
representatives should violate any law, rule or regulation or any
provisions of this Agreement which may result in possible liability to you.
In addition, in consideration for the extension of the right to exercise
the telephone exchange privilege to us and our registered representatives,
we acknowledge that neither the Funds nor the Transfer Agent nor Equity
Planning will be liable for any loss, injury or damage incurred as a result
of acting upon, nor will they be responsible for the authenticity of any
telephone instructions, and agree that we will indemnify and hold harmless
the Funds, Equity Planning and the Transfer Agent against any loss, injury
or damage resulting from any telephone exchange instruction from us or our
registered representatives. (Telephone instructions will be recorded on
tape.) In the event you determine to refund any amounts paid by any
investor by reason of any such violation on our part, we shall forfeit the
right to, and pay over to you, the amount of any dealer discount allowed to
us with respect to the transaction for which the refund is made. All
expenses which we incur in connection with our activities under this
Agreement shall be borne by us.
16. We represent that we are properly registered as a broker or dealer under
the Securities Exchange Act of 1934 and are members of the National
Assocation of Securities Dealers, Inc. ("NASD") and agree to maintain
membership in the NASD or, in the alternative, that we are foreign dealers
not eligible for membership in the NASD. We agree to notify you promptly of
any change, termination, or suspension of the foregoing status. We agree to
abide by all the rules and regulations of the NASD including Section 26 of
Article III of the Rules of Fair Practice which is incorporated herein by
reference as if set forth in full. We further agree to comply with all
applicable state and Federal laws and the rules and regulations of
applicable regulatory agencies. We further agree that we will not sell, or
offer for sale, Shares in any state or jurisdiction in which such Shares
have not been duly registered or qualified for sale.
17. Either party may terminate this Agreement for any reason by written or
telegraphic notice to the other party which termination shall become
effective fifteen (15) days after the date of mailing or telegraphing such
notice to the other party. You may also terminate this Agreement for cause
or as a result of a violation by us, as determined by you in your
discretion, of any of the provisions of this Agreement, said termination to
be effective on the date of mailing written or telegraphing notice to us of
the same. Without limiting the generality of the foregoing, our own
expulsion from the NASD will automatically terminate this Agreement without
notice. Our suspension from the NASD of violation or applicable state or
Federal laws or rules and regulations of applicable regulatory agencies
will terminate this Agreement effective upon the date of your mailing
written notice or telegraphing notice to us of such termination. Your
failure to terminate this Agreement for any cause shall not constitute a
waiver of your right to so terminate at a later date for such cause.
18. We understand and agree that all communications and notices to you or to us
shall be sent to the addresses set forth at the beginning of this Agreement
or to such other addresses as either party may specify in writing from time
to time.
19. This Agreement shall become effective upon the date of its acceptance by
you as set forth herein. This Agreement and all rights and obligations of
the parties hereunder shall be governed by and construed under the laws of
the State of Connecticut. This Agreement is not assignable or transferable,
except that you may assign or transfer this Agreement to any successor
distributor of the Shares described herein.
ACCEPTED ON BEHALF OF
PHOENIX EQUITY PLANNING CORPORATION
DEALER FIRM
Date_________________________________________________ ____________________________________________________
NAME OF DEALER
By Xxxx X. Xxxxxx, Xx., Snr. Vice Pres., Sales & Mktg. Date
-------------------------------------------------- -------------------------------------------------
NAME AND TITLE
By _________________________________________________
NAME AND TITLE
/s/ Xxxx X. Xxxxxx, Xx.
------------------------------------------------------ -----------------------------------------------------
AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE
NASD - CRD -NUMBER _________________________________
ANNEX A
DEALER'S AGREEMENT WITH
PHOENIX EQUITY PLANNING CORPORATION
The public offering price of Class A Shares of all Series of the Phoenix Series
Fund (except the Money Market Fund Series) all Portfolios of the Phoenix
Multi-Portfolio Fund and the Phoenix Total Return Fund Inc., is the net asset
value plus a sales charge. The offering price so determined becomes effective
after the purchase order is received by Equity Planning or the Trust's agent,
State Street Bank and Trust Company. The sales charge is reduced on a graduated
scale on single purchases of $50,000 or more as shown below:
Class A Shares
--------------
Sales Charge Sales Charge Dealer Discount or Agency
Amount of Transaction as percentage as percentage fee as percentage
at offering price of offering price of amount invested of offering price*
----------------- ----------------- ------------------ --------------------------
Less than $50,000 4.75% 4.99% 4.25%
$50,000 but under $100,000 4.50% 4.71% 4.00%
$100,000 but under $250,000 3.50% 3.63% 3.00%
$250,000 but under $500,000 3.00% 3.09% 2.75%
$500,000 but under $1,000,000 2.00% 2.04% 1.75%
$1,000,000 or more . . . None None (see below*)
*In connection with purchase of Class A shares of $1,000,000 or more (and
subsequent purchases in any amount) including purchases of shares of the Phoenix
Money Market Fund Series, Equity Planning may pay broker-dealers from its own
profits and resources, a percentage of the net asset value of any shares sold
(excluding Phoenix Money Market Fund Series) as set forth below:
Purchase Amount Payment to Broker/Dealers
--------------- -------------------------
$1,000,000 - $2,000,000 .75 of 1%
$2,000,000 - $4,000,000 .50 of 1%
$4,000,000 or more .25 of 1%
Effective January 1, 1994: Class B shares will be offered on sales of shares of
the Phoenix High Yield Fund Series and Phoenix U.S. Government Fund Series both
of which are Series of the Phoenix Series Fund, on sales of Shares of the
Phoenix Tax Exempt Bond Portfolio which is a Portfolio of the Phoenix
Multi-Portfolio Fund and on shares of the Phoenix Total Return Fund Inc. Class B
shares are sold at net asset value per share without the imposition of a sales
charge at the time of purchase. Shares which are redeemed within six years of
purchase will be subject to a contingent deferred sales charge, as described in
the Fund's current prospectus, at the rates set forth below:
Class B Shares:
---------------
Contingent Deferred Sales Charge
as a percentage of dollar amount
Years Since Purchase subject to charge
-------------------- --------------------------------
First 4%
Second 4%
Third 3%
Fourth 3%
Fifth 2%
Sixth 1%
Seventh 0
PHOENIX FUNDS DISTRIBUTION PLAN
-------------------------------
Under their respective Distribution Plans, each of the Phoenix Funds may pay
Equity Planning an amount annually not to exceed a certain percentage of the
average daily net assets of the Fund, as shown below. Equity Planning may pay to
qualifying dealers an amount up to this percentage of the average daily net
assets in qualifying shares sold by such dealers as described in the Fund's
prospectus.
FUND NAME DISTRIBUTION PLAN
--------- -----------------
Phoenix Series Fund Class A .25% Class B .75%
Phoenix Multi-Portfolio Fund .25% .75%
Phoenix Total Return Fund .25% .75%
*Equity Planning may sponsor sales contests and provide to all qualifying
dealers from its own profits and resources, additional compensation in the form
of trips and merchandise. Brokers or dealers other than Equity Planning may also
make customary additional charges for their Services in effecting purchases, if
they notify the Trust of their intention to do so.
