PHOENIX EQUITY PLANNING CORPORATION
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
P.O. Box 2200
Enfield, Connecticut 06083-2200
PHOENIX DUFF & ▇▇▇▇▇▇
INSTITUTIONAL MUTUAL FUNDS
SALES AGREEMENT
To: Dealer Name ____________________________________________________
Address ________________________________________________________
________________________________________________________________
City, State, Zip _______________________________________________
Attention ______________________________________________________
Telephone Number _______________________________________________
Phoenix 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".
1. You understand and agree that in all sales of Shares to the public, you
shall act as dealer for your own account. All purchase orders and
applications are subject to acceptance or rejection by us in our sole
discretion and are effective only upon confirmation by us. Each purchase
will be deemed to have been consummated in our principal office subject to
our acceptance and effective only upon confirmation to you by us.
2. You agree that all purchases of Shares by you shall be made only for the
purpose of covering purchase orders already received from your customers
(who may be any person other than a securities dealer or broker) or for
your own bona-fide investment.
3. You shall offer and sell Shares purchased pursuant to this agreement for
the purpose of covering purchase orders of your customers, to the extent
applicable, at the Net Asset Value as set forth in the current prospectus
of each of the funds.
4. You shall pay us for Shares purchased within three (3) business days of the
date of our confirmation to you of such purchase or within such time as
required by applicable rule or law. The purchase price shall be the Net
Asset Value, as set forth in the current prospectus at the time the
purchase is received by us. We have the right, without notice, to cancel
any order for which payment of good and sufficient funds has not been
received by us as provided in this paragraph, in which case you may be held
responsible for any loss suffered by us resulting from your failure to make
payment as aforesaid.
5. Ccmpensation with respect to Shares purchased is set forth in in the
current prospectus and in Annex A and is subject to change from time to
time.
6. You understand and agree that Shares purchased by you under this Agreement
will not be delivered until payment of good and sufficient funds has been
received by us. Delivery of Shares will be made by credit to a shareholder
open account. In order to avoid unnecessary delay, it is understood that,
at your request, any Shares resold by you to one of your customers will be
delivered (whether by credit to a shareholder open account or by delivery
of certificates) in the name of your customer.
7. We appoint the transfer agent (or identified sub-transfer agent) for each
of the Funds as our agent to execute the purchase transaction of Shares and
to confirm such purchases to your customers on your behalf, and you
guarantee the legal capacity of your customers so purchasing such Shares.
You further understand that if a customer's account is established without
the customer signing the application form, you hereby 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 you agree to indemnify the
Funds, the transfer agent (or identified sub-transfer agent) and us for any
loss or liability resulting from acting upon such instructions.
9. You agree that, in the case of any repurchase of any Shares after
confirmation by us of any purchase of such Shares, except in the case of
Shares purchased from you by us for your own bona fide investment, you will
act only as agent for the holders of such Shares and will place the orders
for repurchase only with us. It is understood that you may charge the
holder of such Shares a fair commission for handling the transaction.
10. Our obligations to you under this Agreement are subject to all the
provisions of the respective distribution agreements entered into between
us and each of the Funds. You understand and agree that in performing your
services under this agreement you are acting in the capacity of an
independent contractor, and we are in no way responsible for the manner of
your performance or for any of your acts or omissions in connection
therewith. Nothing in the Agreement shall be construed to constitute you or
any of your agents, employees, or representatives as our agent, partner or
employee, or the agent, partner of employee of any of the Funds.
In connection with the sale and distribution of Shares, you agree to
indemnify and hold us and our affiliates, employees, and/or officers
harmless from any damage or expense as a result of (a) the negligence,
misconduct or wrongful act by you or any employee, representative, or agent
of yours and/or (b) any actual or alleged violation of any securities laws,
regulations or orders. Any indebtedness or obligation of yours to us
whether arising hereunder or otherwise, and any liabilities incurred or
moneys paid by us to any person as a result of any misrepresentation,
wrongful or unauthorized act or omission, negligence of, or failure of you
or your employees, representatives or agents to comply with the Sales
Agreement, shall be set off against any compensation payable under this
agreement. Any differential between such expenses and compensation payable
hereunder shall be payable to us upon demand. The terms of this provision
shall not be impaired by the termination of this agreement.
In connection with the sale and distribution of Shares, we agree to
indemnify and hold you harmless from any damage or expense on account of
the gross and willful negligence, misconduct or wrongful act of us or any
employee, representative, or agent of ours which arises out of or is based
upon any untrue statement or alleged untrue statement of material fact, or
the omission or alleged omission of a material fact in: (i) any
registration statement, including any prospectus or any post-effective
amendment thereto; or (ii) any material prepared and/or supplied by us for
use in conjunction with the offer or sale of Phoenix Funds; or (iii) any
state registration or other document filed in any state or jurisdiction in
order to qualify any Fund under the securities laws of such state or
jurisdiction. The terms of this provision shall not be impaired by the
termination of this agreement.
11. We will supply you with reasonable quantities of the current prospectus,
periodic reports to shareholders, and sales materials for each of the
Funds. You 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 pre-approved in writing by us.
12. You agree to offer and sell Shares 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 you will make no representations
not contained in any such prospectus or any authorized supplemental sales
material supplied by us. You agree to use your 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, training and
supervision of all sales representatives employed by you in order that such
Shares will be offered in accordance with the terms and conditions of this
Agreement and all applicable laws, rules and regulations. In consideration
for the extension of the right to exercise telephone exchange and
redemption privileges to you and your registered representatives, you agree
to bear the risk of any loss resulting from any unauthorized telephone
exchange or redemption instructions from you or your registered
representatives. All expenses incurred by you in connection with your
activities under this Agreement shall be borne by you.
13. You represent that you are properly registered as a broker or dealer under
the Securities and Exchange Act of 1934 and are member of the National
Association of Securities Dealers, Inc. (NASD) and agree to maintain
membership in the NASD or in the alternative, that you are a foreign dealer
not eligible for membership in the NASD. You agree to notify us promptly of
any change, termination or suspension of the foregoing status. You 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. You further agree to comply with all
applicable state and Federal laws and the rules and regulations of
applicable regulatory agencies. You further agree that you will not sell,
or offer for sale, Shares in any jurisdiction in which such Shares have not
been duly registered or qualified for sale. You agree to promptly notify us
with respect to (a) the initiation and disposition of any formal
disciplinary action by the NASD or any other agency or instrumentality
having jurisdiction with respect to the subject matter hereof against you
or any of your employees or agents; (b) the issuance of any form of
deficiency notice by the NASD or any such agency regarding your training,
supervision or sales practices; and (c) the effectuation of any consensual
order with respect thereto.
17. Either party may terminate this agreement for any reason by written or
electronic notice to the other party which termination shall become
effective fifteen (15) days after the date of mailing or electronically
transmitting such notice to the other party. We may also terminate this
agreement for cause or as a result of a violation by you, as determined by
us in our discretion, of any of the provisions of this Agreement, said
termination to be effective on the date of mailing written or electronic
notice to you of the same. Without limiting the generality of the
foregoing, your own expulsion from the NASD will automatically terminate
this Agreement without notice. Your suspension from the NASD or violation
of applicable state or Federal laws or rules and regulations of applicable
regulatory agencies will terminate this Agreement effective upon the date
of our mailing written notice or transmitting electronic notice to you of
such termination. Our failure to terminate this Agreement for any cause
shall not constitute a waiver of our right to so terminate at a later date
for such cause.
18. All communications and notices to you or us shall be sent to the addresses
set forth at the beginning of this Agreement or to such other address as
may be specified in writing from time to time.
19. This agreement shall become effective upon the date of its acceptance by us
as set forth herein. This agreement may be amended by PEPCO from time to
time. Your first sale after receipt of such amendment shall irrevocably
constitute your acceptance of its terms. 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 we may assign or transfer this
agreement to any successor distributor of the Shares described herein.
ACCEPTED ON BEHALF OF ACCEPTED ON BEHALF OF
PHOENIX EQUITY PLANNING DEALER FIRM:
CORPORATION:
Date _____________________________ Date ______________________________
By _______________________________ By ________________________________
Print Name _______________________ Print Name ________________________
Print Title ______________________ Print Title________________________
NASD CRD Number ___________________
(logo) Phoenix Duff & ▇▇▇▇▇▇
Annex A to
Phoenix Duff & ▇▇▇▇▇▇ Institutional Mutual Funds
Sales Agreement with
Phoenix Equity Planning Cooperation
March 1996
National Distributor:
Phoenix Equity Planning Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Phoenix Duff & ▇▇▇▇▇▇ Institutional Mutual Funds
Phoenix Duff & ▇▇▇▇▇▇ Balanced Fund
Phoenix Duff & ▇▇▇▇▇▇ Bond Fund
Phoenix Duff & ▇▇▇▇▇▇ Enhanced Reserves Fund
Phoenix Duff & ▇▇▇▇▇▇ Growth Stock Fund
Phoenix Duff & ▇▇▇▇▇▇ Money Market Fund
Phoenix Duff & ▇▇▇▇▇▇ U.S. Government Securities Fund
Class X and Y Shares
In connection with Class X and Y share purchases, Phoenix Equity Planning may
pay broker/dealers, from its own profits and resources, a percentage of the
net asset value of any such shares sold, as set forth below:
Purchase Amount Payment to Broker/dealer
$0 to $5,000,000 0.50%
$5,000,001 to $10,000,000 0.25%
$10,000,001 or more 0.10%
If part of any investment in either Class X or Y shares is subsequently
redeemed within one year of the investment date, the broker/dealer will
refund to Phoenix Equity Planning Corporation any such amounts paid with
respect to the investment.
Class Y Shares
Phoenix Equity Planning intends to pay investment dealers a service fee at
the equivalent of 0.25% annually, based on the average daily net asset value
of Class Y shares sold by such dealers, subject to future amendment or
termination.
Miscellaneous
Phoenix Equity Planning will sponsor sales contests, training and educational
meetings and provide to all qualifying financial agents, from its own profits
and resources, additional compensation in the form of trips, merchandise or
expense reimbursement.
