EXHIBIT e.2
PEPCO SALES AGREEMENT
[LOGO]PHOENIXFUNDS(SM)
A member of The Phoenix Companies, Inc.
PHOENIX EQUITY PLANNING CORPORATION
▇▇ ▇▇▇▇▇▇▇▇ ▇▇.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ 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.
16.1 Patriot Act. You shall employ policies and procedures designed
to comply with the rules and regulations promulgated from time
to time by the Office of Foreign Asset Control (including
transactions involving embargoed countries or Specifically
Designated Nationals and Blocked Persons) and all other
applicable money laundering restrictions, including, without
limitation, such restrictions as may be adopted pursuant to the
Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism (USA Patriot Act)
of 2001 with respect to similarly situated financial
institutions as PEPCO. You agree that you will perform the
Customer Identification Program requirements of the USA Patriot
Act, as applicable, with respect to Accounts established and
transactions made pursuant to this Agreement.
16.2 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. You agree to cooperate with PEPCO and will
facilitate the filing by PEPCO, each underlying registered
investment companies (collectively, the "Funds") and/or their
respective officers and auditors of any and all certifications
or attestations as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002,
including, without limitation, furnishing such
sub-certifications from your relevant officers with respect to
the services performed by you under this Agreement as reasonably
requested from time to time.
16.3 Rule 38a-1. Upon reasonable request, you agree to provide your
written policies and procedures to the Funds' chief compliance
officer for review and the Funds' board of trustees' approval to
assist our compliance with Rule 38a-1 under the Investment
Company Act of 1940, as amended. You further agree to cooperate
with PEPCO in its review of such written policies and
procedures, including, without limitation, furnishing such
certifications and sub-certifications as PEPCO shall reasonably
request from time to time. You agree that you shall promptly
notify PEPCO and Funds in the event that a "material compliance
matter" (as such term is defined pursuant to Rule 38a-1 under
the ▇▇▇▇ ▇▇▇) arises with respect the services you provide under
this Agreement.
16.4 Late Trading. You will accept no orders for the purchase and
redemption of Fund shares after 4:00 p.m. Eastern time on any
Business Day. For the purposes hereof, a "Business Day" shall
mean any day on which the New York Stock Exchange is open for
trading and on which a Fund calculates its net asset value
pursuant to the rules of the Securities and Exchange Commission
(hereinafter, the "SEC"), as amended from time to time, subject
to such terms and conditions as may be set forth in the
registration statements for the Funds as filed with the SEC, as
the same shall be amended from time to time.
16.5 Market Timing. PEPCO may refuse to sell shares of any Fund (or
series thereof) to any person, or suspend or terminate the
offering of shares of any Fund (or series thereof), if such
action is required by law or by regulatory authorities having
jurisdiction with respect to PEPCO or Fund, as the case may be,
or is, in the reasonable discretion of PEPCO, reasonably
necessary in order to protect the best interests of its
investors. You shall establish and maintain policies and
procedures reasonably designed to detect, monitor and deter
(including, without limitation, rejecting specific purchase
orders) account owners (or their agents) whose purchase and
redemption activity follows a market timing pattern, and to take
such other actions as you deem necessary to discourage or reduce
market timing activity. For the purposes hereof, "market timing
activity" shall mean and refer to any discernable pattern of
excessive trading in and out of a Fund (or series thereof) by
one or more account owners (or their agents), including, without
limitation, any purchase and sale (round trip) in and out of a
single series of a Fund within any thirty day period. The
parties acknowledge that, if necessary, such policies and
procedures may include the identification of account owners
engaged in such market timing activity and the imposition of
restrictions on their requests to purchase or exchange Fund
shares. You shall provide reasonable reports regarding your
implementation and enforcement of such restrictions on purchase
and redemption activity that follows a market-timing pattern
upon request.
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 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Print Name _______________________
_________________________
Title President Print Title ______________________
______________________________ NASD CRD Number __________________
PEP 80 6/06
[LOGO]PHOENIXFUNDS(SM)
A member of The Phoenix Companies, Inc. AMENDED ANNEX A - JUNE 2006
PHOENIXFUNDS SALES AGREEMENT
PHOENIX EQUITY PLANNING CORPORATION
________________________________________________________________________________
PHOENIXFUNDS AND AVAILABLE SHARE CLASSES
________________________________________________________________________________
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 Growth Opportunities Fund A C Phoenix Institutional Bond Fund XY
Phoenix Large-Cap Growth Fund A B C X Phoenix Low-Duration Core Plus Bond Fund XY
Phoenix Mid-Cap Growth Fund A B C Phoenix Money Market Fund A
Phoenix Mid-Cap Value Fund A C Phoenix Multi-Sector Fixed Income Fund A B C
Phoenix Nifty Fifty Fund A B C Phoenix Multi-Sector Short Term Bond Fund A B C T
Phoenix Pathfinder Fund A C Phoenix Tax Exempt Bond Fund A B
Phoenix Quality Small-Cap Fund A C X
Phoenix Relative Value Fund A C ALTERNATIVE
Phoenix Rising Dividends Fund A B C X -----------
Phoenix Small-Cap Growth Fund A B C Phoenix Global Utilities Fund A C
Phoenix Small-Cap Sustainable Growth Fund A C X Phoenix Market Neutral Fund * A B C
Phoenix Small-Cap Value Fund A B C Phoenix Real Estate Securities Fund A B C
Phoenix Small-Mid Cap Fund A B C X
Phoenix Strategic Growth Fund A B C PHOENIX INSIGHT FUNDS
Phoenix Total Value Fund A C ---------------------
Phoenix Value Equity Fund A B C
Phoenix Insight Balanced Fund A C I
BALANCED Phoenix Insight Bond Fund A C I
-------- Phoenix Insight Core Equity Fund A C I
Phoenix Balanced Fund A B C Phoenix Insight Emerging Markets Fund A C I
Phoenix Income & Growth Fund A B C Phoenix Insight Equity Fund A C I
Phoenix Insight High Yield Bond Fund A C I
INTERNATIONAL/GLOBAL Phoenix Insight International Fund A C I
-------------------- Phoenix Insight Intermediate Tax-Exempt Fund A C I
Phoenix Foreign Opportunities Fund A C X Phoenix Insight Short/Intermediate Bond Fund A C I
Phoenix International Strategies Fund A B C Phoenix Insight Small-Cap Growth Fund A C I
Phoenix Worldwide Strategies Fund A B C Phoenix Insight Small-Cap Opportunity Fund A C I
Phoenix Insight Small-Cap Value Fund A C I
PHOLIOs Phoenix Insight Tax-Exempt Bond Fund A C I
------- Phoenix Insight Money Market Fund A I
Phoenix Conservative Income PHOLIO(SM) A C Phoenix Insight Government Money Market Fund A I
Phoenix Diversifier PHOLIO(SM) A C Phoenix Insight Tax-Exempt Money Market Fund A I
Phoenix International PHOLIO(SM) A C Phoenix Insight Index Fund A I
Phoenix Wealth Accumulator PHOLIO(SM) A C Phoenix Insight Intermediate Government Fund A I
Phoenix Wealth Builder PHOLIO(SM) A C
Phoenix Wealth Guardian PHOLIO(SM) A C
Phoenix Wealth Preserver PHOLIO(SM) A C
_______________________________________________________________________________________________________
PHOENIX EQUITY PLANNING CORPORATION, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
MARKETING: (▇▇▇) ▇▇▇-▇▇▇▇ CUSTOMER SERVICE: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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.
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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 All Money Market Funds and Phoenix Multi-Sector Short Term Bond
Fund. Shares of the Phoenix Multi-Sector Short Term Bond Fund are offered as
indicated above.
DISTRIBUTION FEE: 0.10% For distribution services with respect to the Phoenix
Insight Money Market Fund, Phoenix Insight Government Money Market Fund and the
Phoenix Insight Tax-Exempt Money Market Fund, PEPCO intends to pay a quarterly
fee to qualifying dealers at the equivalent of 0.10% annually, based on the
average daily net asset value of such Funds 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 in each such fund to qualify for
payment.
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.
TERMS AND CONDITIONS FOR SERVICE AND DISTRIBUTION FEES: The Distribution and
Service Fees are paid pursuant to one or more distribution and/or service plans
("Plan") adopted by certain of the Funds pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "Act"). Payment of these fees will
automatically terminate in the event such Plan terminates or is not continued or
in the event that this Agreement terminates, is assigned or ceases to remain in
effect. In addition, these fees may be terminated at any time, without the
payment of any penalty, by vote of a majority of the members of the Funds' Board
of Trustees who are not interested persons of the Funds and have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related to the Plan, or by vote of a majority of the outstanding voting
securities of any Fund or Funds on not more than sixty days' written notice to
any other party to the Agreement.
$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 any 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
------------------------------------ ----------------------------
$1,000,000 to $3,000,000 1.00%
------------------------------------ ----------------------------
$3,000,001 to $10,000,000 0.50%
------------------------------------ ----------------------------
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 any 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 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.
*TERMS AND CONDITIONS FOR SERVICE AND DISTRIBUTION FEES: The Service and
Distribution Fees are paid pursuant to one or more distribution and/or service
plans ("Plan") adopted by certain of the Funds pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "Act"). Payment of these fees will
automatically terminate in the event such Plan terminates or is not continued or
in the event that this Agreement terminates, is assigned or ceases to remain in
effect. In addition, these fees may be terminated at any time, without the
payment of any penalty, by vote of a majority of the members of the Funds' Board
of Trustees who are not interested persons of the Funds and have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related to the Plan, or by vote of a majority of the outstanding voting
securities of any Fund or Funds on not more than sixty days' written notice to
any other party to the Agreement.
** 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
PURCHASE PURCHASE 4% of purchase amount
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%
SERVICE FEE* CLASS B, AND C - PHOENIX MARKET NEUTRAL FUND ONLY
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 I SHARES
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There is no dealer compensation payable on Class I 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.
*TERMS AND CONDITIONS FOR SERVICE AND DISTRIBUTION FEES: The Service and
Distribution Fees are paid pursuant to one or more distribution and/or service
plans ("Plan") adopted by certain of the Funds pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "Act"). Payment of these fees will
automatically terminate in the event such Plan terminates or is not continued or
in the event that this Agreement terminates, is assigned or ceases to remain in
effect. In addition, these fees may be terminated at any time, without the
payment of any penalty, by vote of a majority of the members of the Funds' Board
of Trustees who are not interested persons of the Funds and have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related to the Plan, or by vote of a majority of the outstanding voting
securities of any Fund or Funds on not more than sixty days' written notice to
any other party to the Agreement.
PXP 80A (6/06)
[LOGO]PHOENIXFUNDS(SM)
A member of The Phoenix Companies, Inc. ANNEX B TO DEALER AGREEMENT WITH
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 charges (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