Exhibit 9.1
PHOENIX EQUITY PLANNING CORPORATION
000 Xxxxxx Xxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
000-000-0000
(000) 000-0000
PHOENIX FAMILY OF FUNDS
SALES AGREEMENT
TO: Phoenix Equity Planning Corporation FROM:
000 Xxxxxx Xxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Sir/Madam:
We desire to enter into an Agreement with you for the sale and distribution of
shares of registered investment companies (which shall collectively be referred
to hereafter as the "Funds") for which you are national distributor or principal
underwriter and which may be listed in the Annex A hereto which such Annex may
be amended by you from time to time. Upon acceptance of this Agreement by you,
we understand that we may offer and sell shares of each of the funds (hereafter
"Shares") subject, however, to all of the terms and conditions hereof including
your right to suspend or cease the sale of such shares.
1. We understand and agree that in all sales of Shares to the public we
shall be acting as dealer for our own account: that all purchase orders
and applications submitted to you by us are subject to acceptance or
rejection by you in your sole discretion: and that each purchase will
be deemed to have been consummated in your principal office subject to
your acceptance and effective only upon confirmation to us by you.
2. We agree that all purchases of Shares by us shall be made only for the
purpose of covering purchase orders already received from our customers
(who may be any person other than a securities dealer or broker) or for
our own bona fide investment.
3. We shall offer and sell shares purchased pursuant to this Agreement for
the purpose of covering purchase orders of our customers at the current
public offering price for such Shares ("Offering Price") as set forth
in the current prospectus of each of the funds.
4. We shall pay you for Shares purchased by us within five (5) business
days of the date of your confirmation to us of such purchase. The
purchase price shall be the Offering Price, less only the applicable
dealer discount ("Dealer Discount"), if any, as set forth in Annex A
hereto. We agree that you have the right, without notice, to cancel any
order for which payment has not been received by you as provided in
this paragraph, in which case you may hold us responsible for any loss
suffered by you resulting from our failure to make payment as
aforesaid.
5. We understand and agree that any Dealer Discount or fee is subject to
change from time to time. Any orders placed after the effective date of
any such Dealer Discount change shall be subject to the Dealer
Discounts in effect at the time such order is received by you.
6. We understand and agree that Shares purchased by us under this
Agreement will not be delivered until payment has been received by you.
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 our
request, any Shares resold by us to one of our customers will be
delivered (whether by credit to a shareholder open account or by
delivery of certificates) in the name of our customer.
7. We understand that all purchases of Shares to which the terms of this
Agreement are applicable by a person for whom we are dealer of record,
you will pay us an amount equal to the Dealer Discount or fees which
would have been paid to us with respect to such Shares if such Shares
have been purchased through us. We understand and agree that the dealer
of record for this purpose shall be the dealer through whom such person
most recently purchased Shares of such fund. We understand that all
amounts payable to us under this paragraph and currently payable under
this agreement will be paid as of the end of each month unless
specified otherwise for the total amount of Shares to which this
paragraph is applicable but may be paid more frequently as you may
determine in your discretion.
8. You appoint the transfer agent for each of the Funds as your agent to
execute the purchase transaction of Shares and to confirm such
purchases to our customers on our behalf, and we guarantee the legal
capacity of our customers so purchasing such shares. We further
understand if a customer's account is established without the customer
signing the application form, we 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 we agree to indemnify
the Funds, the transfer agent and you for any loss or liability
resulting from acting upon such instructions.
9. Upon the purchase of Shares pursuant to a Letter of Intent, we will
promptly return to you any excess of the Dealer Discount previously
allowed or paid to us over that allowable in respect to such larger
purchase.
10. Unless at the time of transmitting a purchase order we advise you to
the contrary, you 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 Annex A hereto.
11. We understand and agree that if any Shares purchased by us under the
terms of this Agreement are, within seven (7) business days after the
date of your confirmation to us of the original purchase order for such
shares, repurchased by you as agent for such fund or are tendered to
such fund for redemption, we shall forfeit the right to, and shall pay
over to you the amount of, any Dealer Discount allowed to us with
respect to such Shares. It is understood that you will forthwith pay
over such amount to such fund and also shall pay over to such fund your
share of the Sales Charge, if any, on the original transaction. We
understand that you will notify us of such repurchase or redemption
within ten (10) days of the date upon which certificates are delivered
to you 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 to you or
with such fund an order to have such Shares repurchased or redeemed.
12. We agree that, in the case of any repurchase of any Shares made more
than seven (7) business days after confirmation by you of any purchase
of such Shares, except in the case of Shares purchased by us from you
for our own bona fide investment, we will act only as agent for the
holders of such Shares and will place the orders for repurchase only
with you. It is understood that we may charge the holder of such Shares
a fair commission for handling the transaction.
13. Your obligations to us under this Agreement are subject to all the
provisions of the respective distribution agreements entered into
between you and each of the Funds. We understand and agree that in
performing our services under this agreement we are acting in the
capacity of an independent contractor, and you are in no way
responsible for the manner of our performance or for any of our acts or
omissions in connection therewith. Nothing in the Agreement shall be
construed to constitute us or any of our agents, employees or
representatives as your agent, partner or employee or the agent,
partner or employee of any of the Funds.
14. We understand that you will supply us with reasonable quantities of the
current prospectus and periodic reports to shareholders for each of the
Funds. We 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 approved in writing by you.
15. We shall offer and sell Shares, and execute telephone exchanges, 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 we will make no representations not contained in any
such prospectus or in any authorized supplemental material supplied by
you. We will use our 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 and training of all sales
representatives employed by us in order that such Shares will be
offered in accordance with terms and conditions of this Agreement and
all applicable laws, rules and regulations. We agree to hold you
harmless and indemnify you in the event that we or any of our sales
representatives should violate any law, rule or regulation or any
provisions of this Agreement which may result in possible liability to
you. In addition, in consideration for the extension of the right to
exercise the telephone exchange privilege to us and our registered
representatives, we acknowledge that neither the Funds nor the Transfer
Agent nor Equity Planning will be liable for any loss, injury or damage
incurred as a result of acting upon, nor will they be responsible for
the authenticity of any telephone instructions, and agree that we will
indemnify and hold harmless the Funds, Equity Planning and the Transfer
Agent against any loss, injury or damage resulting from any telephone
exchange instruction from us or our registered representatives.
(Telephone instructions will be recorded on tape.) In the event you
determine to refund any amounts paid by any investor by reason of any
such violation on our part, we shall forfeit the right to, and pay over
to you, the amount of any dealer discount allowed to us with respect to
the transaction for which the refund is made. All expenses which we
incur in connection with our activities under this Agreement shall be
borne by us.
16. We represent that we are properly registered as a broker or dealer
under the Securities Exchange Act of 1934 and are members of the
National Association of Securities Dealers, Inc. ("NASD") and agree to
maintain membership in the NASD or, in the alternative, that we are
foreign dealers not eligible for membership in the NASD. We agree to
notify you promptly of any change, termination, or suspension of the
foregoing status. We agree to abide by all the rules and regulations of
the NASD including Section 26 of Article III of the Rules of Fair
Practice which is incorporated herein by reference as if set forth in
full. We further agree to comply with all applicable state and Federal
laws and the rules and regulations of applicable regulatory agencies.
We further agree that we will not sell, or offer for sale, Shares in
any state or jurisdiction in which such Shares have not been duly
registered or qualified for sale.
17. Either party may terminate this Agreement for any reason by written or
telegraphic notice to the other party which termination shall become
effective fifteen (15) days after the date of mailing or telegraphing
such notice to the other party. You may also terminate this Agreement
for cause or as a result of a violation by us, as determined by you in
your discretion, of any of the provisions of this Agreement, said
termination to be effective on the date of mailing written or
telegraphing notice to us of the same. Without limiting the generality
of the foregoing, our own expulsion from the NASD will automatically
terminate this Agreement without notice. Our suspension from the NASD
of violation or applicable state or Federal laws or rules and
regulations of applicable regulatory agencies will terminate this
Agreement effective upon the date of your mailing written notice or
telegraphing notice to us of such termination. Your failure to
terminate this Agreement for any cause shall not constitute a waiver of
your right to so terminate at a later date for such cause.
18. We understand and agree that all communications and notices to you or
to us shall be sent to the addresses set forth at the beginning of this
Agreement or to such other addresses as either party may specify in
writing from time to time.
19. This Agreement shall become effective upon the date of its acceptance
by you as set forth herein. 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 you may assign or transfer this
Agreement to any successor distributor of the Shares described herein.
ACCEPTED ON BEHALF OF
PHOENIX EQUITY PLANNING CORPORATION DEALER FIRM
Date
------------------------------------ ------------------------------------
NAME OF DEALER
By Xxxx X. Xxxxxx, Xx., Snr. Vice Pres.,
Sales & Mktg. Date
------------------------------------- --------------------------------
NAME AND TITLE
By
----------------------------------
NAME AND TITLE
/s/ Xxxx X. Xxxxxx, Xx.
AUTHORIZED SIGNATURE ------------------------------------
AUTHORIZED SIGNATURE
NASD - CRD - NUMBER
-----------------
ANNEX A
DEALER'S AGREEMENT WITH
PHOENIX EQUITY PLANNING CORPORATION
The public offering price of Class A Shares of all Series of the Phoenix Series
Fund (except the Money Market Fund Series) all Portfolios of the Phoenix
Multi-Portfolio Fund and the Phoenix Total Return Fund Inc., is the net asset
value plus a sales charge. The offering price so determined becomes effective
after the purchase order is received by Equity Planning or the Trust's agent,
State Street Bank and Trust Company. The sales charge is reduced on a graduated
scale on single purchases of $50,000 or more as shown below:
Class A Shares
--------------
Sales Charge Sales Charge Dealer Discount or Agency
Amount of Transaction as percentage as percentage fee as percentage
at offering Price of offering price -of amount invested of offering price *
--------------------- ----------------- ------------------- -------------------------
Less than $50,000 4.75% 4.99% 4.25%
$50,000 but under $100,000 4.50% 4.71% 4.00%
$100,00 but under $250,000 3.50% 3.63% 3.00%
$250,000 but under $500,000 3.00% 3.09% 2.75%
$500,000 but under $1,000,000 2.00% 2.04% 1.75%
$1,000,000 or more ... None None (see below*)
*In connection with purchases of Class A shares of $1,000,000 or more (and
subsequent purchases in any amount) including purchases of shares of the Phoenix
Money Market Fund Series, Equity Planning may pay broker-dealers from its own
profits and resources, a percentage of the net asset value of any shares sold
(excluding Phoenix Money Market Fund Series) as set forth below:
Purchase Amount Payment to Broker/Dealers
--------------- -------------------------
$1,000,000 - $2,000,000 .75 of 1%
$2,000,000 - $4,000,000 .50 of 1%
$4,000,000 or more .25 of 1%
Effective January 1, 1994:
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Class B shares will be offered on sales of shares of the
Phoenix High Yield Fund Series and Phoenix U.S. Government Fund Series both of
which are Series of the Phoenix Series Fund, on sales of Shares of the Phoenix
Tax Exempt Bond Portfolio which is a Portfolio of the Phoenix Multi-Portfolio
Fund and on shares of the Phoenix Total Return Fund Inc. Class B shares are sold
at net asset value per share without the imposition of a sales charge at the
time of purchase. Shares which are redeemed within six years of purchase will be
subject to a contingent deferred sales charge, as described in the Fund's
current prospectus, at the rates set forth below:
Class B Shares:
--------------
Contingent Deferred Sales Charge
as a percentage of dollar amount
Years Since Purchase subject to charge
-------------------- --------------------------------
First 4%
Second 4%
Third 3%
Fourth 3%
Fifth 2%
Sixth 1%
Seventh 0
PHOENIX FUNDS DISTRIBUTION PLAN
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Under their respective Distribution Plans, each of the Phoenix Funds may pay
Equity Planning an amount annually not to exceed a certain percentage of the
average daily net assets of the Fund, as shown below. Equity Planning may pay to
qualifying dealers an amount up to this percentage of the average daily net
assets in qualifying shares sold by such dealers as described in the Fund's
prospectus.
FUND NAME DISTRIBUTION PLAN
--------- -----------------
Phoenix Series Fund Class A .25% Class B .75%
Phoenix Multi-Portfolio Fund .25% .75%
Phoenix Total Return Fund .25% .75%
*Equity Planning may sponsor sales contests and provide to all qualifying
dealers from its own profits and resources, additional compensation in the form
of trips and merchandise. Brokers or dealers other than Equity Planning may also
make customary additional charges for their Services in effecting purchases, if
they notify the Trust of their intention to do so.
