Exhibit e.1
Phoenix-▇▇▇▇▇ Trust
Distribution Agreement
PHOENIX-▇▇▇▇▇ TRUST
DISTRIBUTION AGREEMENT
March 1, 1999
PHOENIX EQUITY PLANNING CORPORATION
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Gentlemen:
The undersigned, Phoenix-▇▇▇▇▇ Trust, a Delaware business
trust (the "Trust"), is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The Trust
currently offers its shares in seven series, Phoenix-▇▇▇▇▇ Strategy Fund,
Phoenix-▇▇▇▇▇ Appreciation Fund, Phoenix-▇▇▇▇▇ Growth & Income Fund,
Phoenix-▇▇▇▇▇ Managed Assets, Phoenix-▇▇▇▇▇ Foreign Equity Fund, Phoenix-▇▇▇▇▇
Government Fund and Phoenix-▇▇▇▇▇ Government Cash Fund, and each series
currently issues four classes of shares designated as Class A, Class B, Class C
and Class I shares (the "Class A, Class B, Class C and Class I Shares").
Phoenix-▇▇▇▇▇ Government Cash Fund also issues a class of shares designated as
Class M Shares. In the future, the Trust may authorize and issue other series
and other classes of shares. The prospectus(es) will always reflect the current
series and classes of shares within each series. The Trust may sell its shares
to and redeem its shares from the public. It may also repurchase its shares from
the public.
SECTION 1. General Duties as Distributor of the Trust's Shares.
----------------------------------------------------
You are hereby engaged, as agent of the Trust, to sell and
solicit the sale of Class A, Class B, Class C, Class I and Class M Shares of
each and any series of the Trust established now or in the future, at the
applicable Offering Price as hereinafter defined. In the performance of these
duties, you shall be guided by the requirements of this agreement (the
"Agreement"), the applicable provisions of the Trust's Amended and Restated
Agreement and Declaration of Trust and its By-Laws and applicable federal and
state law, all as amended from time to time, and the Trust's then-current
Prospectuses and Statements of Additional Information, which are from time to
time in effect under the Trust's Registration Statement filed with the
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "1933 Act"), and the 1940 Act. During the term of this
Agreement, you will use your best efforts to solicit or otherwise cause sales of
the Trust's shares in jurisdictions in which such shares are registered or
qualified for sale. You shall have the right to enter into Service Agreements,
in an appropriate form and consistent with this Agreement and the 1940 Act, with
certain securities dealers, financial institutions or other industry
professionals (severally, a "Service Organization") for distribution and
promotion of, administration of, and servicing investors in, the Trust's shares.
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SECTION 2. Dealers and Service Organizations.
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You may solicit qualified dealers for orders to purchase
shares of the Trust and may enter into dealer agreements with any such dealers,
the form thereof to be mutually agreed upon and approved by the Trust and you.
SECTION 3. Sales Literature and Advertisements.
------------------------------------
All sales literature and advertisements used by you in
connection with the sale of the Trust's shares must be submitted to the Trust
for its advance approval. In connection with the sale or arranging for the sale
of the Trust's shares, you are authorized to give only such information and to
make only such statements or representations as are contained in the Trust's
then-current Prospectuses and Statements of Additional Information or in sales
literature or advertisements approved by the Trust.
SECTION 4. Minimum Initial and Subsequent Investments in the Trust
-------------------------------------------------------
by Shareholders.
----------------
You shall not accept any initial investment in any series of
the Trust of less than $1,000, nor any subsequent investment in any of the
series of less than $100, except that in the case of fiduciary accounts or
qualifying group plans, as defined in the Trust's then-current Prospectuses and
Statements of Additional Information, the minimum initial investment is $250 and
there is no minimum subsequent investment. The Board of Trustees of the Trust
(the "Board") may modify or eliminate either or both of such investment
limitations, on written notice to you. Securities dealers who forward
investments may establish minimums in excess of these amounts.
SECTION 5. Offering Price; Net Asset Value Per Share.
------------------------------------------
All of the shares of the Trust sold under this Agreement shall
be sold only at the price in effect at the time of such sale ("Offering Price"),
as described in the Trust's then-current Prospectuses and Statements of
Additional Information, and the Trust shall receive not less than the full net
asset value thereof. The difference between (i) the Offering Price and net asset
value, if any (the front-end sales charge), and (ii) any Contingent Deferred
Sales Charge ("CDSC") payable on redemptions of shares of the Trust in
accordance with its then-current Prospectuses and Statements of Additional
Information, shall be retained by you or paid over to you by the Trust, as the
case may be, it being understood that such amounts will not exceed the maximum
sales commission or CDSC, as the case may be, as set forth in the Trust's
then-current Prospectuses or Statements of Additional Information. You may
re-allow to dealers all or any part of the discount you are allowed.
Shares of each series will be offered at their respective
Offering Prices. Any references herein to "net asset value per share" shall
refer to the net asset value per share
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computed separately for each series or separate class of a series in accordance
with the Amended and Restated Agreement and Declaration of Trust, the
Prospectuses and Statements of Additional Information and the instructions of
the Board, all as revised or amended from time to time. The Trust or its
investment manager, ▇▇▇▇▇/▇▇▇▇▇▇ Advisers or any affiliated successor investment
manager (the "Manager"), will advise you as promptly as practicable of the net
asset value per share for each series or class of such series on each day that
it is determined.
SECTION 6. Duties Upon Sale of Shares of the Trust.
----------------------------------------
You shall remit to the custodian of the Trust all proceeds
from any shares of the Trust sold by you. The Trust will, as promptly as
practicable, cause the unissued certificate account of the purchaser of such
shares to be credited with the number of shares purchased or, upon request, will
cause certificates for the shares so purchased to be delivered to you or the
purchaser, or the nominee of either, in such amounts and in such names as shall
be specified by you.
You shall reimburse the Trust for any loss caused to any
series of the Trust by the failure of a shareholder to confirm in writing any
purchase accepted by you. In the event that orders for the purchase of shares of
the Trust are placed and subsequently cancelled, you shall pay to the Trust, on
at least an annual basis, an amount equal to the losses (net of any gains)
realized by any series of the Trust as a result of such cancellations.
SECTION 7. Transactional Services.
-----------------------
In addition to your duties as Distributor, we understand that
you may, in your discretion, perform additional functions in connection with
transactions of Trust shares but without any additional charge by you to the
Trust other than as specified in this Agreement or the Trust's Rule 12b-1
Distribution Plan(s).
You may process or cause to be processed requests received
from your customers in connection with their purchase, redemption or submission
for repurchase of shares of any series, in the manner prescribed from time to
time by the Board, and shall arrange for payment for such shares to or from the
Trust's account with its custodian. Shares shall be redeemed at their net asset
value per share next computed after receipt of the redemption request by you,
and a CDSC, if applicable, as described above in Section 5, shall be imposed on
such redemptions, as set forth in the Trust's then-current Prospectuses and
Statements of Additional Information (and subject to the exceptions set forth
therein). Any share certificates delivered to you in proper form for redemption
or repurchase shall be deposited with the transfer agent for cancellation.
The processing of Trust transactions may include, but is not
limited to: compilation of all share transactions from your office;
communication with your account executives in connection with the execution of
transactions; recording and reporting of these
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transactions as executed by the Trust's transfer agent in your customer
statements; rendering of periodic customer statements; and the reporting of 1099
information at year end.
You may also provide other shareholder services, such as
communicating with Trust shareholders and other functions in administering
customer accounts for Trust shareholders. We understand that these services may
result in cost savings to the Trust or to the Manager, and the Manager may
compensate you for all or a portion of the costs incurred in performing such
functions on behalf of the Trust. Nothing herein is intended, nor shall be
construed, as requiring you to perform any of the foregoing functions and none
of these functions performed by you shall be deemed distribution services.
SECTION 8. Information Relating to the Trust.
----------------------------------
The Trust will keep you fully informed with regard to its
affairs, and will furnish you with a certified copy of all financial statements
and a signed copy of each report prepared by independent public accountants, and
will cooperate fully with you in your efforts to sell the Trust's shares, and in
the performance by you of all your duties under this Agreement.
SECTION 9. Filing of Registration Statements, etc.
---------------------------------------
The Trust will from time to time file (and furnish you with
copies of) such registration statements, amendments thereto, and reports or
other documents as may be required under the 1933 Act, the 1940 Act, or the laws
of the states in which you desire to sell Trust shares.
SECTION 10. Multiple Capacities.
--------------------
Nothing contained in this Agreement shall be deemed to
prohibit you from acting, and being separately compensated for acting, in one or
more capacities on behalf of the Trust, including, but not limited to, the
capacities of investment manager, broker and distributor. The Trust understands
that you may act in one or more such capacities on behalf of other investment
companies and customers. You shall give the Trust equitable treatment under the
circumstances in supplying services in any capacity, but the Trust recognizes
that it is not entitled to receive preferential treatment from you as compared
with the treatment given to any other investment company or customer. Whenever
you shall act in multiple capacities on behalf of the Trust, you shall maintain
the appropriate separate accounts and records for each such capacity.
SECTION 11. Payment of Fees and Expenses.
-----------------------------
(a) For your services as Distributor, you shall receive the
fees in accordance with the plans adopted by each series (or class of a series)
of the Trust pursuant to Rule 12b-1 under the 1940 Act, and the fees set forth
herein or in the Trust's Prospectuses and Statements of Additional Information.
The Trust will pay you in consideration of your services in connection
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with the distribution of Class B Shares of any series your "Allocable Portion",
as hereinafter defined, of the distribution fee allowable under the Rules of
Conduct of NASD Regulation, Inc. (the "Rules of Conduct") in respect of such
Class B Shares of such series consisting of a distribution fee at the rate of
three quarters of one percent (0.75%) per annum of the average daily net assets
of the Class B Shares of such series of the Trust (the "Distribution Fee"). For
purposes of applying the limitation set forth in the Rules of Conduct on the
maximum amount of the Distribution Fee payable in respect of the Class B and
Class C Shares of any series, the Trust hereby elects to add to six and one
quarter percent (6.25%) of the issue price of the Class B Shares or Class C
Shares, as the case may be, interest thereon at the rate of prime plus one
percent per annum. The Distribution Fee shall be calculated and accrued daily
and shall be paid to you, or at your direction, as soon as practicable after the
end of the calendar month in which it accrues, but in any event not later than
10 days after the end of each such month.
(b) For your services as Distributor of the Trust's shares,
you shall also receive the proceeds of any front-end sales charges or CDSCs
referred to in Section 5 hereof. The Trust shall withhold and pay over to you,
or at your direction, on the date redemption proceeds are paid to a Class B or
Class C Shareholder of the Trust, your Allocable Portion of the CDSC, if any,
applicable to such redemption.
(c) Furthermore, the Trust shall assume and pay, or reimburse
you for, expenses of preparing and printing quarterly, semiannual and annual
reports for distribution to the Trust's then existing shareholders, of
maintaining current prospectuses and statements of additional information, of
qualification of the Trust's shares for sale in various jurisdictions and of
preparing and printing prospectuses and statements of additional information for
distribution to the Trust's then existing shareholders. You shall pay, directly
or by reimbursing the Trust, the expenses of preparing, printing and
distributing all sales literature of the Trust, including printing and
distributing prospectuses required for your purposes, except to the extent
payable by the Trust in accordance with the terms of an effective plan pursuant
to Rule 12b-1 under the 1940 Act.
(d) You will be deemed to have fully earned your Allocable
Portion of the Distribution Fee and CDSC, if any (as the case may be), payable
in respect of Class B Shares of any series upon the sale of each "Initial Issue
Commission Share" (as hereinafter defined) of such Class B of such series taken
into account in determining your Allocable Portion of such Distribution Fee or
CDSC, if any, as the case may be.
(e) Except as provided in (f) below and notwithstanding
anything to the contrary set forth elsewhere in this Agreement, the Trust's
obligation to pay you your Allocable Portion of the Distribution Fee payable in
respect of the Class B Shares of each series shall be (to the extent you have
assigned your rights to your Allocable Portion) absolute and unconditional and
shall not be subject to dispute, offset, counterclaim or any defense whatsoever
(it being understood that such provision is not a waiver of the Trust's right to
pursue you and enforce such
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claims against your assets other than your right to the Distribution Fees and
CDSCs in respect of the Class B Shares of such series).
(f) The Trust's obligation to pay you your Allocable Portion
of the Distribution Fee payable in respect of the Class B Shares of each series
shall not be terminated or modified except to the extent required by a change in
the 1940 Act or the Rules of Conduct enacted or promulgated after January 31,
1996 (a "Change-in-Applicable Law"), or in connection with a "Complete
Termination" (as hereinafter defined) of the Rule 12b-1 distribution plan in
respect of the Class B Shares of such series.
(g) The Trust will not waive or change any CDSC in respect of
the Class B Shares of any series, except as provided in the Trust's Prospectuses
or Statements of Additional Information without your consent (or consent of your
assigns).
(h) Except to the extent required by a
Change-in-Applicable-Law, neither the termination of your role as principal
distributor of the Class B Shares of any series, nor the termination of this
Agreement nor the termination (other than a "Complete Termination," as
hereinafter defined) of the Rule 12b-1 distribution plan with respect to the
Class B Shares will terminate your right to your Allocable Portion of the CDSCs
in respect of the Class B Shares of such series that are sold prior to such
termination.
(i) Except as provided in the Trust's then-current
Prospectuses and Statements of Additional Information, until you have been paid
your Allocable Portion of the Distribution Fees in respect of the Class B Shares
of each series, the Trust will not adopt a plan of liquidation in respect of
such series without your consent (or the consent of your assigns), which consent
will not be unreasonably withheld.
(j) You may sell and assign your rights to your Allocable
Portion of the Distribution Fees and CDSCs (but not your obligations to the
Trust under this Distribution Agreement) in respect of the Class B Shares of any
series to raise funds to make the expenditures related to the distribution of
Class B Shares of such series and in connection therewith, upon receipt of
notice of such sale and assignment, the Trust shall pay to the purchaser or
assignee such portion of your Allocable Portion of the Distribution Fees and
CDSCs in respect of the Class B Shares of such series so sold or assigned.
(k) For purposes of this Agreement, the term "Allocable
Portion" means, in respect of Distribution Fees and CDSCs payable in respect of
the Class B Shares of any series as applied to you, the portion of such
Distribution Fees allocated to you in accordance with the Allocation Schedule
attached hereto as Exhibit A.
(l) For purposes of this Agreement, the term "Complete
Termination" means, in respect of the Rule 12b-1 distribution plan in respect of
the Class B Shares of any series, a
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termination of such plan involving the cessation of payments of Distribution
Fees thereunder in respect of Class B Shares of such series and the cessation in
payments of distribution fees pursuant to every other Rule 12b-1 plan of the
Trust in respect of such series for every future class of shares of such series
which, in the good faith determination of the Board of Trustees, has
substantially similar economic characteristics to the Class B Shares taking into
account the total sales charge, contingent deferred sales charge and other
similar charges, it being understood that the existing Class A, existing Class
C, existing Class I and existing Class M Shares do not have substantially
similar economic characteristics to the Class B Shares.
(m) For purposes of paragraph (d) above, the term "Initial
Issue Commission Share" shall mean, in respect of any series, a Class B Share
which is a Commission Share issued by such series under circumstances other than
in connection with a permitted free exchange with another fund. For purposes of
the foregoing definition a "Commission Share" shall mean, in respect of any
series, each Class B Share of such series which is issued under circumstances
which would normally give rise to an obligation of the holder of such Class B
Share to pay a CDSC upon redemption of such Share, including, without
limitation, any Class B Share of such series issued in connection with a
permitted free exchange as set forth in the Trust's then current Prospectuses
and Statements of Additional Information ("Permitted Free Exchange"), and any
such Class B Share shall not cease to be a Commission Share prior to the
redemption (including a redemption in connection with a Permitted Free Exchange)
or conversion even though the obligation to pay the CDSC shall have expired or
conditions for waivers thereof shall exist.
SECTION 12. Liability of the Distributor, etc.
----------------------------------
You shall be liable for your own acts and omissions caused by
your willful misfeasance, bad faith or gross negligence in the performance of
your duties or by your reckless disregard of your obligations under this
Agreement, and nothing herein shall protect you against any such liability to
the Trust or its shareholders. Subject to the first sentence of this Section,
you shall not be liable for any action taken or omitted on advice, obtained in
good faith, of counsel, provided such counsel is satisfactory to the Trust.
SECTION 13. Use of Word "Phoenix" or "▇▇▇▇▇" in Name of Trust.
--------------------------------------------------
(a) The Trust and you each acknowledge that the name "▇▇▇▇▇"
has become distinctive in connection with investment advisory and related
services provided by ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("MEZ"), the word "▇▇▇▇▇" is a property
right of MEZ and the word "▇▇▇▇▇" (the "Name") in the name of the Trust is
understood to be used by the Trust with MEZ's consent, and MEZ had previously
granted to the Trust a non-exclusive license to use the name "▇▇▇▇▇ Series
Trust" upon the conditions hereinafter set forth; provided that, except as
otherwise provided in Section 13(b), the Trust may use the Name only so long as
(i) the Manager shall continue to be retained by the Trust as its investment
manager pursuant to an investment management
NYDOCS01/479823 21
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agreement between the Trust and the Manager, as from time to time amended or
supplemented, and (ii) MEZ shall continue to be affiliated in a managerial
capacity with the Manager.
(b) In the event that MEZ ceases to be affiliated in a
managerial capacity with the Manager other than by reason of his death (the
"Resignation"), and if at the time of such Resignation, the Manager and/or the
Distributor shall be party to the Purchase and Sale Agreement dated as of March
15, 1996 among the Distributor, Citibank, N.A. and Citicorp North America, Inc.
(the "1996 Agreement"), as amended or otherwise modified from time to time, or
any other agreement entered into by the Manager and/or the Distributor in
connection with any financing with respect to any shares of the Trust or any
successor agreement containing provisions relating to the use of the Name
substantially similar to the provisions in the 1996 Agreement regarding the Name
(the 1996 Agreement, as amended, and each such other agreement and successor
agreement, as amended or otherwise modified from time to time, being called a
"Share Financing Agreement"), then in such event until (i) the expiration of ten
years following the Resignation, (ii) 180 days after the death of MEZ, or (iii)
all obligations of the Manager and/or the Distributor under any Share Financing
Agreement are extinguished, whichever date first occurs, MEZ granted the Trust a
royalty-free, paid up non-exclusive license to use the Name in connection with
the activities of the Trust in the manner used immediately prior to the
Resignation, provided and on condition that:
(i) The quality and manner of the services rendered by the
Trust to its investors shall be substantially consistent with such services
immediately prior to the Resignation;
(ii) The Trust shall not use the Name in a manner
substantially different from the use of the Name immediately prior to the
Resignation; and
(iii) Upon written request from MEZ, each use of the Name on
any document created thereafter shall be accompanied by the service ▇▇▇▇ of
▇▇▇▇▇.
(c) Phoenix Investment Partners, Ltd. ("Phoenix") has entered
into an Acquisition Agreement date December 15, 1998 to acquire ▇▇▇▇▇/▇▇▇▇▇▇
Advisers (the Trust's Manager), ▇▇▇▇▇ Securities Corp. (the Trust's prior
principal underwriter and distributor), Euclid Advisors LLC, ▇▇▇▇▇ Advisors
Inc., and ▇▇▇▇▇ Total Return Advisors, Inc. In connection with the Acquisition
Agreement, MEZ will enter into a License Agreement to permit Phoenix to use the
Name. Phoenix also desires that the Trust use the "Phoenix" name and has
requested that the Trust change its name to "Phoenix-▇▇▇▇▇ Series Trust" and the
Trust has agreed to such name change.
(d) Any such use by the Trust pursuant to Section 13(a), (b)
or (c) shall in no way prevent you, MEZ or Phoenix or any successor or assign of
you, MEZ or Phoenix from using or permitting the use of the Name or the name
"Phoenix-▇▇▇▇▇" alone or with any other
NYDOCS01/479823 21
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word or words, for, by or in connection with any other entity or business, other
than the Trust or its business, whether or not the same directly or indirectly
competes or conflicts with the Trust or its business in any manner. The Trust
and you each acknowledge that the Trust shall use the name "Phoenix-▇▇▇▇▇", for
the period set forth in this Section 13, in a manner not inconsistent with the
interests of MEZ or Phoenix and that the Trust's rights in the name
"Phoenix-▇▇▇▇▇" are limited to the use of the name "Phoenix-▇▇▇▇▇" as a
component of its corporate name and in connection with accurately describing the
services supplied by the Trust. The Trust acknowledges that the name "Phoenix "
and "▇▇▇▇▇" are not the property of the Trust and the Trust shall not contest
the rights of MEZ or Phoenix in the right, title or interest in the names
"Phoenix" or "▇▇▇▇▇". To the extent permitted by the 1940 Act and rules and
regulations thereunder, and more particularly Investment Company Act Release No.
5510, in the event that the Manager shall cease to be the investment manager of
the Trust, the Trust, at its own expense, upon Phoenix's or your written
request, (i) shall submit to the Board for their vote a proposal to amend its
Declaration of Trust to delete from its name the name "Phoenix-▇▇▇▇▇" and shall
thereafter cease to use the name "Phoenix-▇▇▇▇▇" or any combination thereof as
part of its name or for any other commercial purpose, provided that such
submission and cessation shall not be required to the extent and for the period
of time that the terms and conditions of Section 13(b) shall be applicable, (ii)
shall make it clear for such period and in such manner as may reasonably be
required by Phoenix or you, on all letterheads and other material containing the
name "Phoenix-▇▇▇▇▇" designed to be read or used by salesmen, distributors or
investors, that the Manager has ceased to be the investment manager of the
Trust, and (iii) shall use its best efforts to cause the Trust's officers,
trustees and shareholders to take any and all actions which may be necessary or
desirable to effect the foregoing and to reconvey to Phoenix all rights which
the Trust may have to the name "Phoenix-▇▇▇▇▇". The Distributor and Trust agree
that they shall take any and all actions as may be necessary or desirable to
effect the foregoing.
SECTION 14. Termination of Agreement, Assignment, etc.
------------------------------------------
This Agreement may be terminated with respect to the Trust at
any time, without the payment of any penalty, on sixty days' written notice (i)
by you; (ii) by the Trust, acting pursuant to a resolution adopted by the Board;
or (iii) by a vote of the holders of the lesser of (1) 67% of the Trust's
outstanding voting securities present at a meeting if the holders of more than
50% of the outstanding shares of the Trust are present or represented by proxy,
or (2) more than 50% of the outstanding shares of the Trust. This Agreement
shall automatically terminate in the event of its assignment; provided, however,
that this Agreement has been approved by the Board and the Disinterested
Trustees of the Board in anticipation of your transfer of the Allocable Portion
in order for you to raise funds to cover distribution expenses associated with
Class B Shares and therefore such transfer will not cause this Agreement to
terminate. Termination shall not affect the rights of the parties which have
accrued prior thereto, including, without limitation, your right to be paid your
Allocable Portion as provided in Section 11 hereof (subject to the limitations
therein set forth).
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SECTION 15. Duration of Agreement.
----------------------
Unless sooner terminated, this Agreement shall continue in
effect for two years from the date of the consummation of the acquisition of
▇▇▇▇▇ Securities Corp. by Phoenix Investment Partners, Ltd., and thereafter
until terminated, provided that such continuation of this Agreement and the
terms thereof are specifically approved annually in accordance with the
requirements of the 1940 Act by a majority of the Trustees, including a majority
of the Trustees who are not interested persons of you or of the Trust, cast in
person at a meeting called for the purpose of voting on such approval.
SECTION 16. Definitions.
------------
The terms "assignment" and "interested person" when used in
this Agreement shall have the meanings given such terms in the 1940 Act and the
rules and regulations promulgated thereunder.
SECTION 17. Obligation of the Trust,etc
---------------------------
The Trust's Amended and Restated Agreement and Declaration of
Trust is on file with the Secretary of the State of Delaware and notice is
hereby given that this Agreement is made and executed on behalf of the Trust,
and not by the Trustees or officers of the Trust individually, and the
obligations of or arising out of this Agreement are not binding upon the
Trustees, officers or shareholders of the Trust individually but are binding
only upon the assets and property of the Trust. Notice is hereby given that the
debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to a particular series of the Trust shall be
enforceable against the assets of such series only, and not against the assets
of the Trust generally.
SECTION 18. Counterparts.
-------------
This Agreement may be executed by any one or more of the
parties in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.
SECTION 19. Concerning Applicable Provisions of Law, etc.
---------------------------------------------
This Agreement is executed and delivered in New York, New
York, and the laws of the State of New York shall, except to the extent that any
applicable provisions of Federal law shall be controlling, govern the
construction, validity and effect of this Agreement.
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If the Agreement set forth herein is acceptable to you, please
so indicate by executing the enclosed copy of this Agreement and returning the
same to the undersigned, whereupon this contract shall constitute a binding
contract between the parties hereto effective upon the closing of the
acquisition of ▇▇▇▇▇/▇▇▇▇▇▇ Advisers by Phoenix Investment Partners, Ltd., and
after its initial approval by the Board of Trustees and shareholders in
accordance with the 1940 Act.
Very truly yours,
PHOENIX-▇▇▇▇▇ TRUST
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman
Accepted and agreed by
PHOENIX EQUITY PLANNING CORPORATION
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President & CFO
The undersigned hereby agrees and consents to the use of the name
"Phoenix-▇▇▇▇▇" upon the terms and conditions set forth in Section 13 of the
foregoing Distribution Agreement.
PHOENIX INVESTMENT PARTNERS, LTD.
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President & CFO
▇▇▇▇▇/▇▇▇▇▇▇ ADVISERS
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: First Vice President & CFO
NYDOCS01/479823 21