DISTRIBUTION AGREEMENT
CLASS M SHARES
THIS AGREEMENT made as of this 3rd day of November, 1997, by and between
Phoenix Strategic Equity Series Fund, a Massachusetts business trust having a
place of business located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (the
"Trust") and Phoenix Equity Planning Corporation, a Connecticut corporation
having a place of business located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ (the "Distributor").
WITNESSETH THAT:
1. The Trust hereby grants to the Distributor the right to purchase Class M
shares of beneficial interest of the Trust established and designated as of the
date hereof and to resell Class M shares of the Trust (the "Shares") as
principal and not as agent. The Distributor accepts such appointment and agrees
to render the services described in this Agreement for the compensation herein
provided.
2. The Distributor's right to purchase Shares shall be exclusive except that the
terms of this Agreement shall not apply to Shares issued or transferred:
a) pursuant to an offer of exchange exempted under Section 22(d) of the
Investment Company Act of 1940, as amended (the "Act") by reason of
the fact that said offer is permitted by Section 11 of the Act,
including any offer made pursuant to clause (1) or (2) of Section
11(b);
b) upon the sale to a registered unit investment trust which is the
issuer of periodic payment plan certificates the net proceeds of which
are invested in redeemable securities;
c) pursuant to an offer made solely to all registered holders of Shares
proportionate to their holdings or proportionate to any cash
distribution made to them by the Trust (subject to appropriate
qualifications designed solely to avoid issuance of fractional
securities);
d) in connection with any merger or consolidation of the Trust with any
other investment company or the acquisition by the Trust, by purchase
or otherwise, of any other investment company;
e) pursuant to sales exempted from Section 22(d) of the Act, by rule or
regulation or order of the Securities and Exchange Commission as
provided in the then current registration statement of the Trust; or
f) in connection with the reinvestment by Trust shareholders of dividend
and capital gains distributions.
3. The "Net Asset Value" and the "Public Offering Price" of the Shares as
referred to in this Agreement shall be computed in accordance with the
provisions of the then current registration statement of the Trust. The
Distributor shall be notified promptly by the Trust of such computations.
4. Each day the Distributor shall have the right to purchase from the Trust, as
principal, the amount of Shares needed to fill unconditional orders for Shares
received by the Distributor from dealers or investors, but no more than the
Shares needed, at a price equal to the Net Asset Value of the Shares. Any
purchase of Shares by the Distributor under this Agreement shall be subject to
reasonable adjustment for clerical errors, delays and errors of transmission and
cancellation of orders.
5. With respect to transactions other than with dealers, the Distributor will
sell only at the Public Offering Price then in effect, except to the extent that
sales at less than the Public Offering Price may be allowed by the Act, any rule
or regulation promulgated thereunder or by order of the Securities and Exchange
Commission, provided, however, that any such sales at less than the Public
Offering Price shall be consistent with the terms of the then current
registration statement of the Trust. Any sale of Shares to or through a person
other than a dealer will be at the Public Offering Price; however, the
Distributor may pay a commission to such person equal to no more than the
difference between the Public Offering Price and the Net Asset Value of those
Shares. The Distributor will sell at Net Asset Value Shares which are offered by
the then current registration statement or prospectus of the Trust for sale at
such Net Asset Value.
6. Sales at a discount from the Public Offering Price shall be made in
accordance with the terms and conditions of uniform selling agreements allowing
such discounts. Such discounts shall not exceed the difference between the Net
Asset Value and the Public Offering Price.
7. The Trust shall furnish the Distributor with copies of its Declaration of
Trust, as amended from time to time. The Trust shall also furnish the
Distributor with any other documents of the Trust which will assist the
Distributor in the performance of its duties hereunder.
8. The Distributor agrees to use its best efforts (in states where it may
lawfully do so) to obtain from investors unconditional orders for Shares
authorized for issue by the Trust and registered under applicable Federal
securities laws, and, so long as it does so, nothing herein contained shall
prevent the Distributor from entering into similar arrangements with other
registered investment companies. The Distributor may, in the exercise of its
discretion, refuse to accept orders for Shares from any person.
9. Upon receipt by the Trust of a purchase order from the Distributor,
accompanied by proper applications for the purchase of Shares and delivery
instructions, the Trust shall, as promptly as practicable thereafter, cause
evidence of ownership of such Shares to be delivered as indicated in such
purchase order. Payment for such Shares shall be made by the Distributor to the
Trust in a manner acceptable to the Trust, provided that the Distributor shall
pay for such Shares no later than the third business day after the Distributor
shall have contracted to purchase such shares.
10. In connection with offering for sale and selling Shares, the Trust
authorizes the Distributor to give only such information and to make only such
statements or representations as are contained in the then current registration
statement of the Trust or in then current sales literature or advertisements.
11. The Trust agrees to pay the following expenses:
a) the cost of mailing stock certificates representing Shares;
b) fees and expenses (including legal expenses) of registering and
maintaining registrations of the Trust and of each Series with the
Securities and Exchange Commission including the preparation and
printing of registration statements and prospectuses for filing with
said Commission;
c) fees and expenses (including legal expenses) incurred in registering
and qualifying Shares for sale with any state regulatory agency and
fees and expenses of maintaining, renewing, increasing or amending
such registrations and qualifications;
d) the expense of any issue or transfer taxes upon the sale of Shares to
the Distributor by the Trust; and
e) the cost of preparing and distributing reports and notices to
shareholders.
12. The Distributor agrees to pay the following expenses:
a) all expenses of printing prospectuses and statements of additional
information used in connection with the sale of Shares and printing
and preparing all other sales literature;
b) all fees and expenses in connection with the qualification of the
Distributor as a dealer in the various states and countries;
c) the expense of any stock transfer tax required in connection with the
sale of Shares by the Distributor as principal to dealers or to
investors; and
d) all other expenses in connection with offering for sale and the sale
of Shares which have not been herein specifically allocated to the
Trust.
13. The Trust hereby appoints the Distributor its agent to receive requests to
accept the Trust's offer to repurchase Shares upon such terms and conditions as
may be described in the Trust's then current registration statement. The agency
granted in this paragraph 13 is terminable at the discretion of the Trust.
14. The Trust agrees to indemnify and hold harmless the Distributor, its
officers and directors and each person, if any, who controls the Distributor
within the meaning of section 15 of the Securities Act of 1933, as amended,
against any losses, claims, damages, liabilities and expenses (including the
cost of any legal fees incurred in connection therewith) which the Distributor,
its officers, directors or any such controlling person may incur under said Act,
under any other statute, at common law or otherwise, arising out of or based
upon
a) any untrue statement or alleged untrue statement of a material fact
contained in the Trust's registration statement or prospectus
(including amendments and supplements thereto), or
b) any omission or alleged omission to state a material fact required to
be stated in the Trust's registration statement or prospectus or
necessary to make the statements in either not misleading, provided,
however, that insofar as losses, claims, damages, liabilities or
expenses arise out of or are based upon any such untrue statement or
omission or alleged untrue statement or omission made in reliance and
in conformity with information furnished to the Trust by the
Distributor for use in the Trust's registration statement or
prospectus, such indemnification is not applicable. In no case shall
the Trust indemnify the Distributor or its controlling persons as to
any amounts incurred for any liability arising out of or based upon
any action for which the Distributor, its officers and directors or
any controlling person would otherwise be subject to liability by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of the reckless disregard of
its obligations and duties under this Agreement.
15. The Distributor agrees to indemnify and hold harmless the Trust, its
officers and trustees and each person, if any, who controls the Trust within the
meaning of Section 15 of the Securities Act of 1933, as amended, against any
losses, claims, damages, liabilities and expenses (including the cost of any
legal fees incurred in connection therewith) which the Trust, its officers,
trustees or any such controlling person may incur under said Act, under any
other statute, at common law or otherwise arising out of the acquisition of any
shares by any person which
a) may be based upon any wrongful act by the Distributor or any of its
employees or representatives, or
b) may be based upon any untrue statement or alleged untrue statement of
a material fact contained in the Trust's registration statement or
prospectus (including amendments and supplements thereto), or any
omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading if such statement or omission was made in reliance upon
information furnished or confirmed in writing to the Trust by the
Distributor.
16. It is understood that:
a) trustees, officers, employees, agents and shareholders of the Trust
are or may be interested persons, as that term is defined in the Act
("Interested Persons"), of the Distributor as directors, officers,
stockholders or otherwise;
b) directors, officers, employees, agents and stockholders of the
Distributor are or may be Interested Persons of the Trust as trustees,
officers, shareholders or otherwise;
c) the Distributor may be an Interested Person of the Trust as
shareholder or otherwise; and
d) the existence of any such dual interest shall not offset the validity
hereof or of any transactions hereunder.
17. The Trust may terminate this Agreement by 60 days written notice to the
Distributor at any time, without the payment of any penalty, by vote of the
Trustees or by a vote of a majority of the outstanding voting securities, as
that term is defined in the Act, of the Trust. The Distributor may terminate
this Agreement by 60 days written notice to the Trust, without the payment of
any penalty. This Agreement shall immediately terminate in the event of its
assignment, as that term is defined in the Act.
18. Subject to prior termination as provided in paragraph 17, this Agreement
shall continue in force for one year from the date of execution and from year to
year thereafter so long as the continuance after such one year period shall be
specifically approved at least annually by vote of the Trustees, or by a vote of
a majority of the appropriate class of outstanding voting securities, as that
term is defined in the Act, of the Trust. Additionally, each annual renewal of
this Agreement must be approved by the vote of a majority of the Trustees who
are not parties to the Agreement or Interested Persons of any such party, cast
in person at a meeting of the Trustees called for the purpose of voting on such
approval.
19. It is expressly agreed that the obligations of the Trust hereunder shall not
be binding upon any of the Trustees, shareholders, nominees, officers, agents or
employees of the Trust personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust. The execution and delivery of
this Agreement by the President of the Trust has been authorized by the Trustees
acting as such, and neither such execution and delivery by such officer nor such
authorization by such Trustees shall be deemed to have been made by any of them
individually or be binding upon or impose any liability on any of them
personally, but shall bind only the trust property of the Trust as provided in
the Declaration of Trust. The Declaration of Trust is on file with the Secretary
of The Commonwealth of Massachusetts.
20. This Agreement shall become effective upon the date first set forth above.
This Agreement shall be governed by the laws of The Commonwealth of
Massachusetts and shall be binding on the successors and assigns of the parties
to the extend permitted by law.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized officers as of the day and year first written above.
PHOENIX STRATEGIC EQUITY SERIES FUND
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
PHOENIX EQUITY PLANNING CORPORATION
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
President
