EXHIBIT e.2
FORM OF SALES AGREEMENT
[GRAPHIC OMITTED] PHOENIX
INVESTMENT PARTNERS
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 Xxxx X. Xxxxxx Print Name ________________________
-------------------------
Title President, Private Client Group Print Title _______________________
-------------------------------
NASD CRD Number ___________________
[GRAPHIC OMITTED] PHOENIX AMENDED ANNEX A - AUGUST 2003
INVESTMENT PARTNERS PHOENIX FUNDS SALES AGREEMENT
PHOENIX EQUITY PLANNING CORPORATION
---------------------------------------------------------------------------------------------------------------------------------
MUTUAL FUNDS AND AVAILABLE SHARE CLASSES
---------------------------------------------------------------------------------------------------------------------------------
ABERDEEN XXXXX XXXXXXXX XXXXXXX
-------- ----------------------
Phoenix-Aberdeen International Fund A B C Phoenix-Kayne California Intermediate Tax-Free X
Phoenix-Aberdeen Worldwide Opportunities Fund A B C Bond Fund
Phoenix-Kayne Intermediate Total Return Bond X
DUFF & XXXXXX Fund
------------- Phoenix-Kayne International Fund A B C X
Phoenix-Duff & Xxxxxx Core Bond Fund A B C Phoenix-Kayne Large Cap Fund A B C X
Phoenix-Duff & Xxxxxx Real Estate Securities Fund A B C Phoenix-Kayne Small-Mid Cap Fund A B C X
XXXXXXXX OAKHURST(SM)
-------- --------
Phoenix-Xxxxxxxx Aggressive Growth Fund A B C Phoenix-Oakhurst Balanced Fund A B
Phoenix-Xxxxxxxx Balanced Return Fund A B C Phoenix-Oakhurst Growth & Income Fund A B C
Phoenix-Xxxxxxxx Capital Growth Fund A B Phoenix-Oakhurst Income & Growth Fund A B C
Phoenix-Xxxxxxxx Focus Growth Fund A B C Phoenix-Oakhurst Managed Assets * A B C
Phoenix-Xxxxxxxx Nifty Fifty Fund A B C Phoenix-Oakhurst Strategic Allocation Fund A B
Phoenix-Xxxxxxxx Small & Mid-Cap Growth Fund A B C Phoenix-Oakhurst Strategy Fund * A B C
XXXXXXX(SM)
------- PHOENIX DUFF & XXXXXX
Phoenix-Xxxxxxx California Tax Exempt Bond Fund A B ---------------------
Phoenix-Xxxxxxx Emerging Markets Bond Fund A B C INSTITUTIONAL MUTUAL FUNDS
Phoenix-Xxxxxxx High Yield Fund A B C --------------------------
Phoenix-Xxxxxxx Money Market Fund A B Growth Stock Portfolio X Y
Phoenix-Xxxxxxx Multi-Sector Fixed Income Fund A B C Managed Bond Portfolio X Y
Phoenix-Xxxxxxx Multi-Sector Short Term Bond A B C T
Fund PHOENIX
Phoenix-Xxxxxxx Tax Exempt Bond Fund A B -------
Phoenix Market Neutral Fund * A B C
SENECA
------ PHOENIX PARTNER SELECT FUNDS
Phoenix-Seneca Bond Fund A B C X ----------------------------
Phoenix-Seneca Growth Fund A B C X Phoenix Partner Select Wealth Builder Fund ** A C
Phoenix-Seneca Mid-Cap EDGE(SM) Fund A B C X Phoenix Partner Select Wealth Guardian Fund ** A C
Phoenix-Seneca Real Estate Securities Fund A B C X
Phoenix-Seneca Strategic Theme Fund A B C HOLLISTER(SM)
Phoenix-Seneca Tax Sensitive Growth Fund A B C X ---------
Phoenix-Hollister Appreciation Fund * A B C
Phoenix-Hollister Small Cap Value Fund A B C
Phoenix-Hollister Value Equity Fund A B C
PHOENIX EQUITY PLANNING CORPORATION, 00 XXXXXXXX XX., X.X. XXX 000000, XXXXXXXX, XX 00000-0000
---------------------------------------------------------------------------------------------------------------------------------
MARKETING: (000) 000-0000 CUSTOMER SERVICE: (000) 000-0000
---------------------------------------------------------------------------------------------------------------------------------
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, Phoenix-Hollister Appreciation Fund,
Phoenix-Oakhurst Managed Assets, and the Phoenix-Oakhurst Strategy Fund
currently operate 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 Partner Select Funds are funds-of-funds. Compensation is only
payable on sales or the Partner Select Funds as described herein. No dealer
compensation is payable on the underlying funds in which the Partner Select
Funds invest.
---------------------------------------------------------------------------------------------------------------------------------
CLASS A SHARES
---------------------------------------------------------------------------------------------------------------------------------
DEALER CONCESSION: CLASS A SHARES (ALL EQUITY & BALANCED FUNDS)
DEALER DISCOUNT
SALES CHARGE OR AGENCY FEE
AMOUNT OF AS PERCENTAGE OF AS PERCENTAGE OF
TRANSACTION: OFFERING PRICE OFFERING PRICE
Less than $50,000 5.75% 5.25%
$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 (ALL FIXED INCOME FUNDS XXXXXXX MULTI-SECTOR SHORT TERM
EXCEPT XXXXXXX MONEY MARKET CLASS A SHARES
FUND* & XXXXXXX MULTI-SECTOR ST BOND)
DEALER DISCOUNT DEALER DISCOUNT
SALES CHARGE OR AGENCY FEE SALES CHARGE OR AGENCY FEE
AMOUNT OF AS PERCENTAGE OF AS PERCENTAGE OF AS PERCENTAGE OF AS PERCENTAGE OF
TRANSACTION: 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
*Shares of the Phoenix-Xxxxxxx 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.
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-Xxxxxxx 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 1% to dealers who are responsible for Class A share purchases of
$1 million or more. 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
$1 Million NAV Sales Finder's Fee paid. 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-Xxxxxxx Money Market Fund.
CDSC: A contingent deferred sales charge of 1% applies on certain redemptions
made within 12 months following purchases of Class A shares of the
Phoenix-Xxxxxxx Multi-Sector Short Term Bond Fund of $1 million of more made
without a sales charge.
QUALIFIED PLAN FINDER'S FEE: 1% From its own profits and resources, PEPCO
intends to pay dealers an amount equal to 1% of Class A shares purchases by an
account held in the name of a qualified employee benefit plan with at least 100
eligible employees. 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
Qualified Plan Finder's Fee paid. 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-Xxxxxxx Money Market Fund.
PHOENIX MARKET NEUTRAL, PHOENIX-HOLLISTER APPRECIATION, PHOENIX-OAKHURST MANAGED
ASSETS, PHOENIX-OAKHURST STRATEGY FUNDS - CLASS A SHARE $1 MILLION DOLLAR NAV
SALE FINDER'S FEE: 1% From its own profits and resources, PEPCO intends to pay
1% to dealers who are responsible for Class A share purchases of $1 million or
more and for purchases at net asset value made by unallocated accounts held by
third party administrators, registered investment advisers, trust companies, and
bank trust departments which exercise discretionary authority or hold accounts
in fiduciary, agency, custodial or similar capacity if in the aggregate such
accounts equal or exceed $1 million and by retirement plans with assets of $1
million or more or at least 50 eligible employees. NO INITIAL SALES CHARGE
APPLIES ON THESE INVESTMENTS; HOWEVER, 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 $1 Million NAV Sales Finder's Fee paid.
---------------------------------------------------------------------------------------------------------------------------------
CLASS B SHARES *
---------------------------------------------------------------------------------------------------------------------------------
CLASS B SHARES (EXCEPT PHOENIX-XXXXXXX PHOENIX-XXXXXXX MULTI-SECTOR
MULTI-SECTOR SHORT TERM BOND FUND) SHORT TERM BOND FUND
SALES COMMISSION: 4.0% 2.0%
CDSC: 1% - 5% 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.
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
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-Xxxxxxx 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.
---------------------------------------------------------------------------------------------------------------------------------
CLASS C SHARES *
---------------------------------------------------------------------------------------------------------------------------------
SALES COMMISSION: 1% for all Class C Funds except Phoenix-Xxxxxxx
Multi-Sector Short Term Bond Fund
0% for Phoenix-Xxxxxxx Multi-Sector Short Term Bond
Fund
For exchanges from Phoenix-Xxxxxxx 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-Xxxxxxx 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-Xxxxxxx
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-Xxxxxxx Multi-Sector Short Term Bond Fund.
There is no hold for the Class C Trail Fee for the Phoenix-Xxxxxxx 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-Xxxxxxx Multi-Sector
Short Term Bond Fund.
FINDER'S FEE (PHOENIX-XXXXXXX 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, Phoenix-Hollister Appreciation Fund,
Phoenix-Oakhurst Managed Assets, and the Phoenix-Oakhurst Strategy Fund
currently operate 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.
---------------------------------------------------------------------------------------------------------------------------------
CLASS B SHARES - PHOENIX MARKET NEUTRAL FUND, PHOENIX-HOLLISTER APPRECIATION FUND, PHOENIX-OAKHURST MANAGED
ASSETS, PHOENIX-OAKHURST STRATEGY FUND
---------------------------------------------------------------------------------------------------------------------------------
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%
---------------------------------------------------------------------------------------------------------------------------------
CLASS C SHARES - PHOENIX MARKET NEUTRAL FUND, PHOENIX-HOLLISTER APPRECIATION FUND, PHOENIX-OAKHURST MANAGED
ASSETS, PHOENIX-OAKHURST STRATEGY FUND
---------------------------------------------------------------------------------------------------------------------------------
CLASS C SHARE CONTINGENT DEFERRED SALES CHARGE CLASS C SHARE DEALER CONCESSION
1.25% for one year % OF PURCHASE FUND
AMOUNT
1.00% Market Neutral Fund, Appreciation Fund, Managed
Assets Fund and Strategy Fund
---------------------------------------------------------------------------------------------------------------------------------
SERVICE FEE/TRAIL CLASS B, AND C - PHOENIX MARKET NEUTRAL FUND, PHOENIX-HOLLISTER APPRECIATION FUND,
PHOENIX-OAKHURST MANAGED ASSETS, PHOENIX-OAKHURST STRATEGY FUND
---------------------------------------------------------------------------------------------------------------------------------
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.
---------------------------------------------------------------------------------------------------------------------------------
CLASS T SHARES - PHOENIX-XXXXXXX MULTI-SECTOR SHORT TERM BOND FUND ONLY
---------------------------------------------------------------------------------------------------------------------------------
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.
---------------------------------------------------------------------------------------------------------------------------------
CLASS X AND Y SHARES
---------------------------------------------------------------------------------------------------------------------------------
FINDER'S FEE (NOT APPLICABLE TO PHOENIX-SENECA FUNDS): 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 (8/03)
[GRAPHIC OMITTED] PHOENIX ANNEX B TO DEALER AGREEMENT WITH
INVESTMENT PARTNERS PHOENIX EQUITY PLANNING CORPORATION
---------------------------------------------------------------------------------------------------------------------------------
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
