EXHIBIT e.2
FORM OF SALES AGREEMENT
[logo]PHOENIXFUNDS(sm)
A MEMBER OF THE PHOENIX COMPANIES, INC.
PHOENIX EQUITY PLANNING CORPORATION
00 Xxxxxxxx Xx.
X.X. Xxx 000000
Xxxxxxxx, XX 06115-0480
PHOENIX 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, (a) at the current public offering price ("Offering Price") for
Class A Shares or (b) at the Net Asset Value for Class B and Class C shares
as set forth in the current prospectus of each of the funds. The offer and
sale of Class B Shares by you is subject to Annex B hereto, "Compliance
Standards for the Sale of the Phoenix Funds Under Their Alternative
Purchase Arrangements".
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 (a) the
Offering Price, less only the applicable dealer discount (Dealer Discount)
for Class A Shares, if applicable, or (b) the Net Asset Value, less only
the applicable sales commission (Sales Commission) for Class B or Class C
Shares, if applicable, 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. You understand and agree that any Dealer Discount, Sales Commission or fee
is subject to change from time to time without prior notice. Any orders
placed after the effective date of any such change shall be subject to the
Dealer Discount or Sales Commission in effect at the time such order is
received by us.
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 unless delivery of certificates is specified in the purchase
order. 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. You understand that on all purchases of Shares to which the terms of this
Agreement are applicable by a shareholder for whom you are dealer of
record, we will pay you an amount equal to the Dealer Discount, Sales
Commission or fees which would have been paid to you with respect to such
Shares if such Shares had been purchased through you. You understand and
agree that the dealer of record for this purpose shall be the dealer
through whom such shareholder most recently purchased Shares of such fund,
unless the shareholder or you have instructed us otherwise. You understand
that all amounts payable to you under this paragraph and currently payable
under this agreement will be paid as of the end of the month unless
specified otherwise for the total amount of Shares to which this paragraph
is applicable but may be paid more frequently as we may determine in our
discretion. Your request for Dealer Discount or Sales Commission reclaims
will be considered if adequate verification and documentation of the
purchase in question is supplied to us, and the reclaim is requested within
three years of such purchase.
8. 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. Upon the purchase of Class A Shares pursuant to a Letter of Intent, you
will promptly return to us any excess of the Dealer Discount previously
allowed or paid to you over that allowable in respect to such larger
purchases.
10. Unless at the time of transmitting a purchase order you advise us to the
contrary, we 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 the current prospectus.
11. You understand and agree that if any Shares purchased by you under the
terms of this Agreement are, within seven (7) business days after the date
of our confirmation to you of the original purchase order for such Shares,
repurchased by us as agent for such fund or are tendered to such fund for
redemption, you shall forfeit the right to, and shall promptly pay over to
us the amount of, any Dealer Discount or Sales Commission allowed to you
with respect to such Shares. We will notify you of such repurchase or
redemption within ten (10) days of the date upon which certificates are
delivered to us 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 with us or
with such fund an order to have such shares repurchased or redeemed.
12. You agree that, in the case of any repurchase of any Shares made more than
seven (7) business days 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.
13. 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 of Phoenix Funds,
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 of Phoenix Funds, 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.
14. 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.
15. 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. All expenses
incurred by you in connection with your activities under this Agreement
shall be borne by you. 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. In the event we
determine to refund any amounts paid by any investor by reason of such
violation on your part, you shall forfeit the right to, and pay over to us,
the amount of any Dealer Discount or Sales Commission allowed to you with
respect to the transaction for which the refund is made.
16. 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 NASD Conduct
Rule 2830, 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.
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. PEPCO agrees to comply with all laws, rules, regulations, and ordinances
relating to privacy, confidentiality, security, data security, and the
handling of customer information which may from time to time be
established. PEPCO agrees not to disclose or use any consumer nonpublic
personal information (including nonpublic personal financial information
and nonpublic personal health information), which may be supplied by you to
PEPCO in performance under this Agreement other than to: a) carry out the
purpose for which the information was provided; and b) to use or disclose
the information as otherwise permitted or required by law. You agree to
comply with all laws, rules, regulations, and ordinances relating to
privacy, confidentiality, security, data security, and the handling of
customer information which may from time to time be established. You agree
not to disclose or use any consumer nonpublic personal information
(including nonpublic personal financial information and nonpublic personal
health information), which may be supplied by PEPCO to you in performance
under this Agreement other than to: a) carry out the purpose for which the
information was provided; and b) to use or disclose the information as
otherwise permitted or required by law. This provision will survive and
continue in full force and effect after the termination of this Agreement.
20. 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. 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
CORPORATION:
_________________________________
Name of Dealer Firm
Date_____________________________ Date_____________________________
By_______________________________ By_______________________________
Name Xxxxxx X. Xxxxxx Print Name_______________________
____________________________
Title President Print Title______________________
__________________________
NASD CRD Number__________________
[logo]PHOENIXFUNDS(sm) AMENDED ANNEX A - JANUARY 2006
A MEMBER OF THE PHOENIX COMPANIES, INC. PHOENIXFUNDS SALES AGREEMENT
PHOENIX EQUITY PLANNING CORPORATION
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PHOENIXFUNDS AND AVAILABLE SHARE CLASSES
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EQUITY FIXED INCOME
------ ------------
Phoenix All-Cap Growth Fund A B C Phoenix Bond Fund A B C X
Phoenix Capital Growth Fund A B Phoenix CA Intermediate Tax-Free Bond Fund X
Phoenix Dynamic Growth Fund A C Phoenix CA Tax-Exempt Bond Fund A B
Phoenix Earnings Driven Growth Fund A B C X Phoenix Core Bond Fund A B C
Phoenix Focused Value Fund A C Phoenix Emerging Markets Bond Fund A B C
Phoenix Fundamental Growth Fund A C Phoenix High Yield Fund A B C
Phoenix Growth & Income Fund A B C Phoenix High Yield Securities Fund A C
Phoenix Large-Cap Growth Fund A B C X Phoenix Institutional Bond Fund XY
Phoenix Mid-Cap Growth Fund A B C Phoenix Intermediate Bond Fund X
Phoenix Mid-Cap Value Fund A C Phoenix Low-Duration Core Plus Bond Fund XY
Phoenix Nifty Fifty Fund A B C Phoenix Money Market Fund A
Phoenix Pathfinder Fund A C Phoenix Multi-Sector Fixed Income Fund A B C
Phoenix Relative Value Fund A C Phoenix Multi-Sector Short Term Bond Fund A B C T
Phoenix Rising Dividends Fund A B C X Phoenix Tax Exempt Bond Fund A B
Phoenix Small-Cap Growth Fund A B C
Phoenix Small-Cap Value Fund A B C ALTERNATIVE
Phoenix Small-Mid Cap Fund A B C X -----------
Phoenix Strategic Growth Fund A B C Phoenix Global Utilities Fund A C
Phoenix Total Value Fund A C Phoenix Market Neutral Fund * A B C
Phoenix Value Equity Fund A B C Phoenix Real Estate Securities Fund A B C
BALANCED PHOLIOs**
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Phoenix Balanced Fund A B C Phoenix Conservative Income PHOLIO(SM) A C
Phoenix Balanced Return Fund A B C Phoenix Diversifier PHOLIO(SM) A C
Phoenix Income & Growth Fund A B C Phoenix International PHOLIO(SM) A C
Phoenix Wealth Accumulator PHOLIO(SM) A C
INTERNATIONAL/GLOBAL Phoenix Wealth Builder PHOLIO(SM) A C
-------------------- Phoenix Wealth Guardian PHOLIO(SM) A C
Phoenix Foreign Opportunities Fund A C Phoenix Wealth Preserver PHOLIO(SM) A C
Phoenix International Strategies Fund A B C
Phoenix Overseas Fund A B C X
Phoenix Worldwide Strategies Fund A B C
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PHOENIX EQUITY PLANNING CORPORATION, XXX XXXXXXXX XXX, XXXXXXXX, XX 00000
MARKETING: (000) 000-0000 CUSTOMER SERVICE: (000) 000-0000 XXXXXXXXXXXX.XXX
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Phoenix Equity Planning Corporation ("PEPCO"), principal underwriter of the
Phoenix mutual funds, from its own profits and resources, may sponsor training
and educational meetings, and may provide additional compensation in the form of
trips, merchandise or expense reimbursement. Dealers other than PEPCO may also
make customary additional charges for their services in effecting purchases, if
they notify the Funds of their intention to do so. Applicable waivers of Class A
sales charges and Class B and C contingent deferred sales charges are described
in the prospectus.
* The Phoenix Market Neutral Fund currently operates under a separate sales load
and dealer compensation schedule for Class B and C shares only. Please refer to
the last page of this Annex A for details.
** The Phoenix PHOLIO(SM) funds are funds-of-funds. Compensation is only payable
on sales of the PHOLIO(SM) funds as described herein. No dealer compensation is
payable on the underlying funds in which the PHOLIO(SM) funds invest.
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CLASS A SHARES
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DEALER CONCESSION: CLASS A SHARES
EQUITY, BALANCED, ASSET ALLOCATION,
INTERNATIONAL/GLOBAL, ALTERNATIVE FUNDS
AMOUNT OF DEALER DISCOUNT
TRANSACTION SALES CHARGE OR AGENCY FEE
PLUS APPLICABLE RIGHTS AS PERCENTAGE OF AS PERCENTAGE OF
OF ACCUMULATION: OFFERING PRICE OFFERING PRICE
Less than $50,000 5.75% 5.00%
$50,000 but under $100,000 4.75 4.25
$100,000 but under $250,000 3.75 3.25
$250,000 but under $500,000 2.75 2.25
$500,000 but under $1,000,000 2.00 1.75
$1,000,000 or more None None
CLASS A SHARES CLASS A SHARES
FIXED INCOME FUNDS* PHOENIX MULTI-SECTOR SHORT TERM BOND
AMOUNT OF DEALER DISCOUNT DEALER DISCOUNT
TRANSACTION SALES CHARGE OR AGENCY FEE SALES CHARGE OR AGENCY FEE
PLUS APPLICABLE RIGHTS AS PERCENTAGE OF AS PERCENTAGE OF AS PERCENTAGE OF AS PERCENTAGE OF
OF ACCUMULATION: OFFERING PRICE OFFERING PRICE OFFERING PRICE OFFERING PRICE
Less than $50,000 4.75% 4.25% 2.25% 2.00%
$50,000 but under $100,000 4.50 4.00 1.25 1.00
$100,000 but under $250,000 3.50 3.00 1.00 1.00
$250,000 but under $500,000 2.75 2.25 1.00 1.00
$500,000 but under $1,000,000 2.00 1.75 0.75 0.75
$1,000,000 or more None None None None
* Excluding Phoenix Money Market Fund and Phoenix Multi-Sector Short Term Bond
Fund. Shares of the Phoenix Money Market Fund are offered to the public at their
constant net asset value of $1.00 per share with no sales charge or dealer
discount. Shares of the Phoenix Multi-Sector Short Term Bond Fund are offered as
indicated above.
SERVICE FEE: 0.25% For providing shareholder services such as responding to
shareholder inquiries; processing redemptions; changing dividend options,
account designations, and addresses; transmitting proxy statements, annual
reports, prospectuses and other correspondence from the Funds to shareholders;
and providing such other information and assistance to shareholders as may be
reasonably requested by such shareholders, PEPCO intends to pay a quarterly fee
to qualifying dealers at the equivalent of 0.25% annually, based on the average
daily net asset value of Class A shares (except Phoenix Money Market Fund) sold
by such dealers and remaining on the Funds' books during the period in which the
fee is calculated. Dealers must have an aggregate value of $50,000 or more in a
Fund Class to qualify for payment in that Fund Class.
$1 MILLION NAV SALES FINDER'S FEE: 1% From its own profits and resources, PEPCO
intends to pay a fee to dealers who are responsible for Class A share aggregate
purchases of $1 million or more as indicated in the table below. The $1 Million
NAV Sales Finder's Fee is not paid on purchases eligible for the Qualified Plan
Finder's Fee (see below) or on purchases of the Phoenix Money Market Fund. For
Class A share purchases made prior to January 11, 2006 on which a Finder's Fee
was paid, if all or part of such investment is redeemed within one year, the
broker-dealer will refund the Finder's Fee to Phoenix Equity Planning Corp.
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ELIGIBLE CLASS A SHARE FUND SALE BREAKPOINT PERCENTAGE
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$1,000,000 to $3,000,000 1.00%
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$3,000,001 to $10,000,000 0.50%
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Greater than $10,000,000 0.25%
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QUALIFIED PLAN FINDER'S FEE: 1% From its own profits and resources, PEPCO
intends to pay dealers an amount equal to 1% of the first $3 million, 0.50% on
the next $3 million and 0.25% on the amount in excess of $6 million of Class A
share aggregate purchases by an account held in the name of a qualified employee
benefit plan with at least 100 eligible employees. The Qualified Plan Finder's
Fee is not paid on purchases eligible for the $1 Million NAV Sales Finder's Fee
(see above) or on purchases of the Phoenix Money Market Fund. For Class A share
purchases made prior to January 11, 2006 on which a Finder's Fee was paid, if
all or part of such investment is redeemed within one year, the broker-dealer
will refund the Finder's Fee to Phoenix Equity Planning Corp.
CDSC: For purchases made on or after January 11, 2006, a contingent deferred
sales charge of 1% may apply on certain redemptions made within one year
following purchases of Class A shares on which a $1 Million NAV Sales Finder's
Fee or a Qualified Plan Finder's Fee has been paid to a dealer. The one year
period begins on the last day of the month preceding the month in which the
purchase was made. A deferred sales charge may be waived where the investor's
dealer of record, due to the nature of the investor's account, notifies the
Distributor prior to the time of the investment that the dealer waives the
Finder's Fee otherwise payable to the dealer, or agrees to receive such Finder's
Fee ratably over a 12 month period.
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CLASS B SHARES *
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CLASS B SHARES (EXCEPT PHOENIX PHOENIX MULTI-SECTOR
MULTI-SECTOR SHORT TERM BOND FUND) SHORT TERM BOND FUND
SALES COMMISSION: SALES COMMISSION:
4.0% 2.0%
YEARS SINCE CONTINGENT DEFERRED CONTINGENT DEFERRED
EACH PURCHASE: SALES CHARGE: SALES CHARGE:
First 5.0% 2.0%
Second 4.0 1.5
Third 3.0 1.0
Fourth 2.0 0.0
Fifth 2.0 0.0
Sixth 0.0 0.0
Dealers maintaining omnibus accounts, upon redemption of a customer account
within the time frames specified above, shall charge such customer account the
appropriate contingent deferred sales charge as indicated and shall forward the
proceeds to PEPCO.
SERVICE FEE: 0.25% For providing shareholder services such as responding to
shareholder inquiries; processing redemptions; changing dividend options,
account designations, and addresses; transmitting proxy statements, annual
reports, prospectuses and other correspondence from the Funds to shareholders;
and providing such other information and assistance to shareholders as may be
reasonably requested by such shareholders, PEPCO intends to pay a quarterly fee
to qualifying dealers at the equivalent of 0.25% annually, based on the average
daily net asset value of Class B shares (except Phoenix Money Market Fund) sold
by such dealers and remaining on the Funds' books during the period in which the
fee is calculated. Dealers must have an aggregate value of $50,000 or more in a
Fund Class to qualify for payment in that Fund Class. The Class B Service Fee is
paid beginning in the 13th month following each purchase.
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CLASS C SHARES *
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SALES COMMISSION: 1% for all Class C Funds except Phoenix Multi-Sector
Short Term Bond Fund
0% for Phoenix Multi-Sector Short Term Bond Fund
For exchanges from Phoenix Multi-Sector Short Term
Bond Fund Class C to other Class C shares, the dealer
will receive 1% sales commission on the exchanged
amount.
CDSC: 1% Dealers maintaining omnibus accounts, upon redemption of a customer
account within the time frames specified below, shall charge such customer
account the appropriate contingent deferred sales charge as indicated and shall
forward the proceeds to PEPCO. The CDSC on Class C shares is 1% for one year
from each purchase. There is no CDSC on the Phoenix Multi-Sector Short Term Bond
Fund.
DISTRIBUTION FEE: 0.25% - 0.75% PEPCO intends to pay a quarterly fee to
qualifying dealers at the equivalent of 0.25% annually for Phoenix Multi-Sector
Short Term Bond Fund and 0.75% annually for all other Class C Funds, based on
the average daily net asset value of Class C shares sold by such dealers and
remaining on the Funds' books during the period in which the fee is calculated.
The Class C Trail Fee is paid beginning in the 13th month following each
purchase except for the Phoenix Multi-Sector Short Term Bond Fund. There is no
hold for the Class C Trail Fee for the Phoenix Multi-Sector Short Term Bond
Fund.
SERVICE FEE: 0.25% For providing shareholder services such as responding to
shareholder inquiries; processing redemptions; changing dividend options,
account designations, and addresses; transmitting proxy statements, annual
reports, prospectuses and other correspondence from the Funds to shareholders;
and providing such other information and assistance to shareholders as may be
reasonably requested by such shareholders, PEPCO intends to pay a quarterly fee
to qualifying dealers at the equivalent of 0.25% annually, based on the average
daily net asset value of Class C shares sold by such dealers and remaining on
the Funds' books during the period in which the fee is calculated. The Class C
Service Fee is paid beginning in the 13th month following each purchase. There
is no hold for the Class C Service Fee for the Phoenix Multi-Sector Short Term
Bond Fund.
FINDER'S FEE (PHOENIX MULTI-SECTOR SHORT TERM BOND FUND ONLY): 0.25% - 0.50% In
connection with Class C share purchases of $250,000 or more, PEPCO, from its own
profits and resources, intends to pay dealers an amount equal to 0.50% of shares
purchased above $250,000 but under $3 million, plus 0.25% on the amount in
excess of $3 million. If all or part of such purchases are subsequently redeemed
or exchanged to another C share fund within one year of the investment date, the
dealer will refund to PEPCO the full Finder's Fee paid.
* The Phoenix Market Neutral Fund currently operates under a separate sales load
and dealer compensation schedule for Class B and C shares only. Please refer to
the last page of this Annex A for details.
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CLASS B SHARES - PHOENIX MARKET NEUTRAL FUND ONLY
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CLASS B SHARE CONTINGENT DEFERRED SALES CHARGE CLASS B SHARE DEALER CONCESSION
YEARS SINCE CDSC YEARS SINCE CDSC 4% of purchase amount
PURCHASE PURCHASE
First 5% Fifth 2%
Second 4% Sixth 1%
Third 3% Seventh 0%
Fourth 3%
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CLASS C SHARES - PHOENIX MARKET NEUTRAL FUND ONLY
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CLASS C SHARE CONTINGENT DEFERRED SALES CHARGE CLASS C SHARE DEALER CONCESSION
1.25% for one year 1.00%
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SERVICE FEE/TRAIL CLASS B, AND C - PHOENIX MARKET NEUTRAL FUND ONLY
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A service fee may be paid to financial services firms, for providing shareholder
services such as responding to shareholder inquiries; processing redemptions;
changing dividend options, account designations, and addresses; transmitting
proxy statements, annual reports, prospectuses and other correspondence from the
Funds to shareholders; and providing such other information and assistance to
shareholders as may be reasonably requested by such shareholders. NASD member
firms may also be paid a portion of the asset-based sales charges on Class C
Shares, so that these dealers receive such reallowances at the following
aggregate annual rates: (i) 0.25% commencing one year after purchase for the
Class B Shares and (ii) 0.95% commencing one year after purchase for the Class C
Shares.
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CLASS T SHARES - PHOENIX MULTI-SECTOR SHORT TERM BOND FUND ONLY
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DEALER CONCESSION: 1%
CDSC: 1% for one year from the date of each purchase.
SERVICE FEE: 0.25% For providing shareholder services such as responding to
shareholder inquiries; processing redemptions; changing dividend options,
account designations, and addresses; transmitting proxy statements, annual
reports, prospectuses and other correspondence from the Funds to shareholders;
and providing such other information and assistance to shareholders as may be
reasonably requested by such shareholders, PEPCO intends to pay a quarterly fee
to qualifying dealers at the equivalent of 0.25% annually, based on the average
daily net asset value of Class T shares sold by such dealers and remaining on
the Funds' books during the period in which the fee is calculated. The Class T
Service Fee is paid beginning in the 13th month following each purchase.
DISTRIBUTION FEE: 0.75% PEPCO intends to pay a quarterly fee to qualifying
dealers at the equivalent of 0.75% annually, based on the average daily net
asset value of Class T shares sold by such dealers and remaining on the Funds'
books during the period in which the fee is calculated. The Class T Distribution
Fee is paid beginning in the 13th month following each purchase.
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CLASS X AND Y SHARES (PHOENIX INSTITUTIONAL BOND FUND & PHOENIX LOW-DURATION
CORE PLUS BOND FUND ONLY)
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FINDER'S FEE: 0.10% - 0.50% PEPCO may pay dealers, from its own profits and
resources, a percentage of the net asset value of Class X and Class Y shares
sold, equal to 0.50% on the first $5 million, 0.25% on the next $5 million, plus
0.10% on the amount in excess of $10 million. If all or part of such purchases
are subsequently redeemed within one year of the investment date, the dealer
will refund to PEPCO the full Finder's Fee paid.
CLASS Y SERVICE FEE: 0.25% For providing shareholder services, PEPCO intends to
pay qualifying dealers a quarterly fee at the equivalent of 0.25% annually,
based on the average daily net asset value of Class Y shares sold by such
dealers and remaining on the Funds' books during the period in which the fee is
calculated. Dealers must have an aggregate value of $50,000 or more in a Fund to
qualify for payment in that Fund. No Service Fee is paid on any Class X shares.
PXP 80A (1/06)
[logo]PHOENIXFUNDS(sm) ANNEX B TO DEALER AGREEMENT WITH
A MEMBER OF THE PHOENIX COMPANIES, INC. PHOENIX EQUITY PLANNING CORPORATION
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COMPLIANCE STANDARDS FOR
THE SALE OF THE PHOENIX FUNDS
UNDER THEIR ALTERNATIVE PURCHASE ARRANGEMENTS
As national distributor or principal underwriter of the Phoenix Funds, which
offer their shares on both a front-end and deferred sales charge basis, Phoenix
Equity Planning Corporation ("PEPCO") has established the following compliance
standards which set forth the basis upon which shares of the Phoenix Funds may
be sold. These standards are designed for those broker/dealers ("dealers") that
distribute shares of the Phoenix Funds and for each dealer's financial
advisors/registered representatives.
As shares of the Phoenix Funds are offered with two different sales arrangements
for sales and distribution fees, it is important for an investor not only to
choose a mutual fund that best suits his investment objectives, but also to
choose the sales financing method which best suits his particular situation. To
assist investors in these decisions and to ensure proper supervision of mutual
fund purchase recommendations, we are instituting the following compliance
standards to which dealers must adhere when selling shares of the Phoenix Funds:
1. Any purchase of a Phoenix Fund for less than $250,000 may be either of
shares subject to a front-end load (Class A shares) or subject to deferred
sales charge (Class B shares).
2. Any purchase of a Phoenix Fund by an unallocated qualified employer
sponsored plan for less than $1,000,000 may be either of shares subject to
a front-end load (Class A shares) or subject to deferred sales charge
(Class B shares). Class B shares sold to allocated qualified employer
sponsored plans will be limited to a maximum total value of $250,000 per
participant.
3. Any purchase of a Phoenix Fund for $250,000 or more (except as noted above)
or which qualifies under the terms of the prospectus for net asset value
purchase of Class A shares should be for Class A shares.
GENERAL GUIDELINES
These are instances where one financing method may be more advantageous to an
investor than the other. Class A shares are subject to a lower distribution fee
and, accordingly, pay correspondingly higher dividends per share. However,
because initial sales charges are deducted at the time of purchase, such
investors would not have all of their funds invested initially and, therefore,
would initially own fewer shares. Investors not qualifying for reduced initial
sales charges who expect to maintain their investment for an extended period of
time might consider purchasing Class A Shares because the accumulated continuing
distribution charges on Class B Shares may exceed the initial sales charge on
Class A Shares during the life of the investment.
Again, however, such investors must weigh this consideration against the fact
that, because of such initial sales charge, not all of their funds will be
invested initially. However, other investors might determine that it would be
more advantageous to purchase Class B Shares to have all of their funds invested
initially, although remaining subject to higher continuing distribution charges
and, for a five-year period, being subject to a contingent deferred sales charge
(three years for Asset Reserve).
A National Association of Securities Dealers rule specifically prohibits
"breakpoint sales" of front-end load shares. A "breakpoint sale" is a sale to
the client of an amount of front-end load (Class A) shares just below the amount
which would be subject to the next breakpoint on the fund's sales charge
schedule. Because the deferred sales charge on Class B shares is reduced by 1%
for each year the shares are held, a redemption of Class B shares just before an
"anniversary date" is in some ways analogous to a breakpoint sale. A client
might wish to redeem just before an anniversary date for tax or other reasons,
and a client who chose to wait would continue to be at market risk.
Nevertheless, investment executives should inform clients intending to redeem
Class B shares near an anniversary date that, if the redemption were delayed,
the deferred sales charge would be reduced.
RESPONSIBILITIES OF BRANCH OFFICE MANAGER (OR OTHER APPROPRIATE REVIEWING
OFFICER).
A dealer's branch manager or other appropriate reviewing officer ("the Reviewing
Officer") must ensure that the financial advisor/registered representative has
advised the client of the available financing methods offered by the Phoenix
Funds, and the impact of choosing one method over another. In certain instances,
it may be appropriate for the Reviewing Officer to discuss the purchase directly
with the client. The reviewing officer should review purchases for Class A or
Class B shares given the relevant facts and circumstances, including but not
limited to: (a) the specific purchase order dollar amount; (b) the length of
time the investor expects to hold his shares; and (c) any other relevant
circumstances, such as the availability of purchase under letters of intent or
pursuant to rights of accumulation and distribution requirements. The foregoing
guidelines, as well as the examples cited above, should assist the Reviewing
Officer in reviewing and supervising purchase recommendations and orders.
EFFECTIVENESS
These compliance guidelines are effective immediately with respect to any order
for shares of those Phoenix Funds which offer their shares pursuant to the
alternative purchase arrangement.
Questions relating to these compliance guidelines should be directed by the
dealer to its national mutual fund sales and market group or its legal
department or compliance director. PEPCO will advice dealers in writing of any
future changes in these guidelines.
PXP80B 10/98
