[logo] PHOENIX

       INVESTMENT PARTNERS





                       PHOENIX EQUITY PLANNING CORPORATION

                                 56 Prospect St.

                                 P.O. Box 150480

                             Hartford, CT 06115-0480



PHOENIX FUNDS

SALES AGREEMENT



To:   Dealer Name

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      Address

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      City, State, Zip

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      Attention

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      Telephone Number

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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.

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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

{PAGE}



       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

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