8-K/A

                                       Securities and Exchange Commission
                                             Washington, D.C. 20549
                                -----------------------------------------------

                                                   FORM 8-K/A
                                                 CURRENT REPORT
                                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                                        SECURITIES EXCHANGE ACT OF 1934

                       Date of Report (Date of earliest event reported): October 10, 2005


                                          The Phoenix Companies, Inc.
- ---------------------------------------------------------------------------------------------------------------
                               (Exact Name of Registrant as Specified in Its Charter)

     Delaware                                     1-16517                                  06-1599088
- -------------------                       ----------------------                     ---------------------
(State or Other Jurisdiction             (Commission File Number)                            (IRS Employer
   of Incorporation)                                                                   Identification No.)


         One American Row, Hartford, CT                                                      06102 -5056
- --------------------------------------------------------------                            ----------------
       (Address of Principal Executive Offices)                                               (Zip Code)


Registrant's telephone number, including area code:                                       (860) 403-5000
                                                                                     ---------------------

                                                   NOT APPLICABLE

             -----------------------------------------------------------------------------------------
                           (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



                                                Explanatory Note

This Form 8-K/A amends and restates in its entirety a current report on Form 8-K originally filed on October
13, 2005, to exclude certain information inadvertently included in Exhibit 99.1 to such report. The current
report on Form 8-K filed on October 13, 2005 has been deleted from the EDGAR system.

Item 1.01 Entry into a Material Definitive Agreement

On October 10, 2005, Phoenix Investment Partners, Ltd. ("PXP"), a wholly-owned subsidiary of The Phoenix
Companies, Inc., entered into an Agreement Regarding Purchase and Sale of Class C Units, effective as of
September 30, 2005 (the "Purchase Agreement") with certain members of Kayne Anderson Rudnick Investment
Management, LLC ("KAR"), all of whom are identified on the signature page of the Purchase Agreement, a copy of
which is contained in Exhibit 99.1. Pursuant to the Purchase Agreement, PXP purchased all of the Class C Units
in KAR owned by those members. PXP simultaneously purchased the balance of the minority interests in KAR
pursuant to separate letter agreements with the other Class C Unit holders. The Agreement and the letter
agreements contain standard provisions governing use of confidential information.

The aggregate purchase price to be paid pursuant to the Purchase Agreement by PXP for the Class C Units is
approximately $70 million, which is being paid in two installments: approximately $10 million on January 3,
2006; and approximately $60 million on January 2, 2007. In addition, pursuant to the letter agreements, PXP
paid approximately $10 million for the balance of the Class C Units outstanding.

As a result of these transactions, the parties' purchase and sale rights with respect to the Class C Units
under all prior agreements have been terminated.

Item 8.01 Other Events

On October 10, 2005, The Phoenix Companies, Inc. ("Phoenix") announced in a news release that it had acquired
from current and former employees of Kayne Anderson Rudnick Investment Management, LLC ("KAR") the
non-controlling minority interest in KAR that it did not already own, or approximately 35% of the total
outstanding equity interests in KAR, and that KAR's principals and its entire portfolio management team will
remain with KAR. A copy of the news release is furnished as Exhibit 99.2.

Item 9.01    Financial Statements and Exhibits

         (a) Not applicable.
         (b) Not applicable.
         (c) Not applicable.
         (d) Exhibits

         The following exhibits are furnished herewith:

         Exhibit 99.1  Agreement Regarding Purchase and Sale of Class C Units

         Exhibit 99.2  News Release of The Phoenix Companies, Inc. dated October 10, 2005, regarding the matter
         described in Item 8.01.




                                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.


                                                     THE PHOENIX COMPANIES, INC.

Date:  January 12, 2005                              By:    /s/ Carole A. Masters
                                                            ---------------------------------
                                                            Name:  Carole A. Masters
                                                            Title: Vice President

EX-99.1

                                                                                                   EXHIBIT 99.1


                                              AGREEMENT REGARDING
                                       PURCHASE AND SALE OF CLASS C UNITS
                                            (Installment Sale Units)

         This Agreement Regarding Purchase and Sale of Class C Units (this "Agreement") is made and entered
into effective as of September 30, 2005, by and between Phoenix Investment Partners, Ltd., a Delaware
corporation ("Phoenix"), Kayne Anderson Rudnick Investment Management, LLC, a California limited liability
company (the "Company"), and each of the individuals listed on the signature pages hereto (each a "Seller," and
collectively the "Sellers").

                                                    RECITALS

         A.  WHEREAS, the Company is organized and conducts its business and affairs under that certain Amended
and Restated Operating Agreement of Kayne Anderson Rudnick Investment Management, LLC, dated effective as of
January 29, 2002, as amended by that certain Amendment No. 1 to Operating Agreement dated as of January 1, 2003
(as so amended, but excluding any future amendment or restatement thereof, the "Current Operating Agreement").
Initially capitalized terms not otherwise defined herein shall have the meaning given to such terms in the
Current Operating Agreement.

         B.  WHEREAS, Phoenix, the Company and certain Members of the Company entered into that certain
Acquisition Agreement dated as of November 12, 2001, and that certain Amendment to Acquisition Agreement dated
as of January 29, 2002 (as so amended, the "Acquisition Agreement").

         C.  WHEREAS, each Seller is a Member of the Company and the owner of Class C Units of the Company which
are subject to Phoenix's right to purchase such Class C Units pursuant to Section 2.7 of the Acquisition
Agreement.

         D.  WHEREAS, Phoenix is a member of the Company and the owner of all Class E Units of the Company.

         E.  WHEREAS, notwithstanding certain existing future purchase and sale obligations among the parties
hereto pursuant to the Acquisition Agreement and the Put/Call Agreements, Phoenix desires to purchase and the
Sellers desire to sell all of their Class C Units (the "Installment Sale Units") effective as of September 30,
2005.

         F.  WHEREAS, concurrently herewith, Phoenix is entering into additional letter agreements with other
owners of outstanding Class C Units pursuant to which such holders are agreeing to sell to Phoenix, and Phoenix
is agreeing to purchase, all of the Class C Units held by such owners (the sale of such additional Class C
Units, together with the Installment Sale Unit Purchase (as defined below), the "Second-Stage Sale").

         G.  WHEREAS, the parties hereto desire to consummate the Second-Stage Sale as of September 30, 2005,
and from and after such consummation, Phoenix will be the owner of the Installment Sale Units for all purposes
(including without limitation for all purposes under the Current Operating Agreement).


C50452-00004




         1.  Purchase of Class C Units. Effective as of September 30, 2005 (the "Closing Date"), Phoenix hereby
purchases the number of Class C Units set opposite each Seller's name under the column heading "Aggregate
Number of Class C Units" on Exhibit A hereto, and each Seller hereby sells, assigns, transfers and delivers
such Class C Units to Phoenix (the "Installment Sale Unit Purchase"), free and clear of all liens, restrictions
and encumbrances (other than those imposed pursuant to the terms of the Current Operating Agreement or for the
benefit of Phoenix and/or the Company), as further evidenced by each Seller's execution and delivery of an
Assignment of Class C Units in the form attached hereto as Exhibit B.

         2.  Purchase Price.

             (a)   In full consideration of the Installment Sale Unit Purchase from each Seller, Phoenix hereby
agrees to pay each Seller the aggregate principal amount set forth opposite his or her name under the column
heading "Purchase Price" on Exhibit A hereto (such principal amounts, collectively, the "Purchase Price"),
which Purchase Price shall be paid by Phoenix in two installments as follows:

                   (i)   the first installment of each Seller's respective share of the Purchase Price (as set
forth opposite such Seller's name under the column heading "First Installment" on Exhibit A hereto (the "First
Installment")) shall be wired in accordance with the wire instructions set forth opposite such Seller's name
under the column heading "Account/Wiring Instructions" on Exhibit A hereto (the "Account"), in immediately
available funds, on January 3, 2006; and

                   (ii)  the remaining installment of each Seller's respective share of the Purchase Price (as
set forth opposite such Seller's name under the column heading "Second Installment" on Exhibit A hereto, the
"Second Installment")), plus accrued interest on the average daily principal amount of the Purchase Price from
time to time outstanding (calculated from and including October 1, 2005 through and including the date on which
all of the remaining principal amount of the Purchase Price is paid) at the rate of 4.75% per annum (compounded
annually), shall be wired to his or her Account in immediately available funds on January 2, 2007.

             (b)   From and after the consummation of the Installment Sale Unit Purchase on the Closing Date,
Phoenix's obligation to pay the Purchase Price and accrued interest thereon shall be unconditional.

             (c)   Each of Sellers Robert A. Schwarzkopf, Sandi Gleason and Richard Sherry (each a "Promissory
Note Seller") purchased a portion of their Class C Units from Phoenix with delivery of a promissory note in
favor of Phoenix dated as of January 1, 2003 (each, an "Existing Promissory Note"). In connection with the sale
of Installment Sale Units contemplated by this Agreement, the First Installment of the Purchase Price payable
to said Promissory Note Sellers as listed on Exhibit A in each case shall be reduced by the sum of the
outstanding principal amount under the applicable Existing Promissory Note plus the unpaid interest accrued
thereunder with respect to the period from January 1, 2005 through January 3, 2006 (plus any previously-accrued
and unpaid interest with respect to earlier periods), to determine the net amount of the aggregate payment that
will be payable to the applicable

                                                       2



Promissory Note Seller following the Closing Date. For all purposes, including without limitation all income
tax purposes, each Promissory Note Seller and Phoenix agree to treat such reduction of the Purchase Price by
the amount of such accrued interest in the same manner as if such reduction had not been made and the
Promissory Note Seller had made a payment of the accrued interest to Phoenix simultaneously with his or her
receipt of an amount equal to the applicable Purchase Price less the principal amount of the applicable
Existing Promissory Note. Simultaneous with the consummation of the Second-Stage Sale, Phoenix agrees to cancel
such Existing Promissory Notes and return them to their respective makers.

         3.  Prior Agreements Relating to the Class C Units.

             The parties to this Agreement hereby acknowledge and agree that the Installment Sale Unit Purchase
is being made in lieu of any right or obligation of Phoenix and the Sellers following the date of this
Agreement to purchase and sell (respectively) any of the Installment Sale Units pursuant to Section 2.7 of the
Acquisition Agreement, or pursuant to the Put/Call Agreements entered into from time to time.

             As of the time immediately prior to (and subject to the consummation of) the Installment Sale Unit
Purchase, (a) all Put/Call Agreements are hereby terminated and shall thereafter no longer have any force and
effect, and (b) Section 2.7 of the Acquisition Agreement is hereby waived with respect to the Installment Sale
Units (but for the avoidance of doubt, the Acquisition Agreement shall otherwise remain in full force and
effect in accordance with its terms). The Installment Sale Unit Purchase shall be deemed to occur pursuant to
Section 8.01(a) of the Current Operating Agreement, and as of the time immediately following the Installment
Sale Unit Purchase, the Sellers shall be deemed automatically to have voluntarily withdrawn as Members of the
Company pursuant to Section 9.01 of the Current Operating Agreement (and the Company and Phoenix each hereby
consent to such withdrawal). The Sellers shall remain entitled to receive all Company distributions made in
respect of the Installment Sale Units to the extent constituting income of the Company for the period ending on
(and including) the Closing Date, as provided in the Current Operating Agreement. For all times and periods
prior to the Closing Date, the terms of the Current Operating Agreement, including the defined terms therein as
incorporated into this Agreement, shall control notwithstanding any future amendment to or restatement of such
terms as may be effected as contemplated in clause (c) of Paragraph 4 hereof (it being agreed that the rights
and obligations of the Company, Phoenix and the Sellers pertaining to such periods prior to the Closing Date
will be governed by the terms of the Current Operating Agreement).

         4.  Consent to Sale and Transfer of Class C Units.  The Sellers hereby approve of and give written
consent to (including, without limitation, in their respective capacity as a Member of the Company and, if such
Seller is a member of such committee, in their respective capacity as a member of the Management Committee, in
each such case for all purposes under the Current Operating Agreement) (a) the sale to Phoenix pursuant to the
Second-Stage Sale of all outstanding Class C Units (including without limitation the Installment Sale Units)
not currently held by Phoenix, and (in the case of Management Committee members) the form of press release
attached as Schedule 9 hereto, (b) such amendments to the Company's employment agreements and
noncompetition/nonsolicitation agreements with Management Members (including without limitation those
agreements to which any of the Sellers are a party) (collectively, the "Individual

                                                       3


Amendments") as are agreed to in connection with the Second-Stage Sale between Phoenix and such respective
Management Members who are parties thereto (provided that no such amendments shall take effect prior to
consummation of the Second-Stage Sale on the Closing Date, and such amendments shall be subject to such
consummation), and (c) subject to the final sentence of Paragraph 3 hereof and the continued use of certain
defined terms in other agreements as described in Paragraph 5 hereof, following consummation of the
Second-Stage Sale, the amendment and restatement of the Current Operating Agreement by Phoenix in such form as
Phoenix may determine in its sole discretion (and without the consent of any other person or entity to such
amendment and restatement), and the Sellers acknowledge and agree that such approval and consent set forth in
this sentence, together with the consent of other Members and Management Committee members entering into letter
agreements with Phoenix and the Company in connection with the Second-Stage Sale, shall constitute Special
Membership Approval and Management Committee approval of all of the matters contemplated by this Agreement and
the other letter agreements referenced herein (including without limitation for purposes of Section 4.04 and
Section 8.01(a) of the Current Operating Agreement). The Sellers hereby acknowledge and agree that, from and
after consummation of the Second-Stage Sale on the Closing Date, Phoenix and the Company shall be under no
obligation to reissue the Installment Sale Units (or any other membership or other ownership interests in the
Company) pursuant to Section 9.10 of the Current Operating Agreement or otherwise.

         5.  Non-Competition/Non-Solicitation and Confidential Information.

             (a)   For purposes of those certain Non-Competition/Non-Solicitation Agreements, dated as of
January 29, 2002, by and between each of the Sellers and Phoenix (each, a "Non-Competition Agreement"), (i)
each Seller hereby agrees with Phoenix that all references, if any, made to the "Operating Agreement" in the
Noncompetition Agreement to which such Seller is a party shall be deemed to be references to the Current
Operating Agreement and (ii) each Seller that is a party to an Amended and Restated Employment Agreement with
the Company, dated as of September 30, 2005 (each, an "Amended and Restated Employment Agreement") hereby
agrees with Phoenix that (A) all references made in the Non-Competition Agreement to which such Seller is a
party to such Seller's "Employment Agreement" shall be deemed to be references to the Amended and Restated
Employment Agreement to which such Seller is a party and (B) the definition of the term "Competitive Activity"
in the Non-Competition Agreement to which such Seller is a party is hereby amended to have the meaning set
forth in such Seller's Amended and Restated Employment Agreement.

             (b)   Each Seller who is not a party to an Amended and Restated Employment Agreement hereby agrees
that, while such Seller is employed by the Company or at any time after termination of his or her employment
with the Company, (i) such Seller shall not use Confidential Information (as such term is defined in the
Current Operating Agreement), for any purpose whatsoever other than the pursuit of the Company's business (on
its behalf while such Seller is employed by the Company) and in the performance of services for the Company,
and (ii) such Seller shall not disclose any Confidential Information to any third party without the prior
written consent of Phoenix, such consent to be given or withheld by Phoenix in the exercise of Phoenix's
absolute discretion, and (iii) such Seller will take all reasonable steps to prevent unauthorized disclosure of
Confidential Information to third parties, intentionally or negligently, by such Seller or persons acting
pursuant to his or her directions.

                                                       4


         6.  Representations and Warranties; Further Assurances.

             (a)   Each Seller, severally and not jointly, hereby represents and warrants to Phoenix that, as
of immediately prior to the consummation of the Installment Sale Unit Purchase on the Closing Date: (i) the
Installment Sale Units are the only membership or other ownership interests in the Company owned by such Seller
or any of his or her family members or Affiliates, and such Seller has full power, good right and lawful
authority to dispose of the Installment Sale Units in the manner set forth herein, (ii) other than this
Agreement, the Current Operating Agreement, the Acquisition Agreement, the applicable Security Agreement (as
defined below) and the applicable Control Agreement (as defined below) expressly referenced herein as well as
any Non-Competition/Non-Solicitation and Employment Agreement with the Company and/or Phoenix to which such
Seller may be a party, and other than as set forth in Schedule 6(a) attached hereto, there are no written
agreements (A) for services to or from the Company (or any subsidiary thereof) (other than any investment
management agreement entered into in the ordinary course of business that is not individually material), or (B)
with respect to the Class C Units, in either such case (A) or (B) between such Seller, his or her family
members or any of his or her respective Affiliates (other than the Company), on the one hand, and the Company
(or any subsidiary thereof), on the other hand, (iii) other than as set forth in Schedule 6(a) attached hereto,
such Seller does not serve as an officer, director, shareholder, trustee, of or with respect to any client of
the Company, and (iv) to such Seller's knowledge the total assets under management by the Company (and any
subsidiaries thereof) pursuant to investment management agreements between any Seller, his or her family
members or any of his or her respective Affiliates (other than the Company), on the one hand, and the Company
(or any subsidiary thereof), on the other hand, do not in the aggregate exceed $171 million.

             (b)   Each of Phoenix and the Company, severally and not jointly, hereby represents and warrants
to the other parties hereto, and each of the Sellers, severally and not jointly, hereby represents to Phoenix
and the Company, in each such case that (i) he, she or it (as applicable) has the legal right, power, authority
and capacity to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to
perform his, her or its (as applicable) obligations hereunder; and (ii) this Agreement has been duly executed
and delivered by him, her or it (as applicable) and is a legal, valid and binding obligation of such party
enforceable against him, her or it (as applicable) in accordance with its terms, except as limited by the
effect of bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting
creditors' rights generally and court decisions with respect thereto.

             (c)   The parties hereto agree to execute and deliver to the other parties such other and further
agreements, covenants, documents or instruments of conveyance, assignment and transfer, and to do such other
things and to take such actions, in each case supplemental or confirmatory in nature as may be reasonably
necessary in connection with the matters contemplated by this Agreement.

         7.  Release of Security Interests by Phoenix and the Company.  Phoenix, the Company and each Seller
are parties to a Security Agreement dated as of January 29, 2002 and/or a Security Agreement dated as of August
1, 2003 (each, a "Security Agreement"), and a Control Agreement dated as of January 29, 2002 and/or a Control
Agreement dated as of August 1, 2003 (each, a "Control Agreement") whereby each such Seller granted Phoenix and

                                                       5



the Company a security interest in the proceeds from the Class C Units owned by the Sellers. Phoenix and the
Company hereby agree that upon consummation of the Second-Stage Sale, the Installment Sale Units sold pursuant
to this Agreement are being sold in final performance of the Secured Obligations (as such term is defined in
the applicable Security Agreements) and that the Installment Sale Units and/or proceeds therefrom are released
as collateral under the applicable Security Agreements, Control Agreements and UCC-1 financing statements
relating thereto. Upon consummation of the Second-Stage Sale, all such Security Agreements, Control Agreements
and UCC-1 financing statements shall be terminated, cancelled and of no further force and effect and Phoenix.

         8.  Phoenix Promissory Notes. As evidence of Phoenix's obligations to pay the Purchase Price to each
of the Sellers for the Installment Sale Units, Phoenix agrees to deliver a promissory note to each Seller (in
the form attached hereto as Exhibit C) (each, a "Phoenix Promissory Note").

         9.  Public Announcement. Phoenix, the Company and each of the Sellers hereby agrees that the initial
public announcement regarding the matters contemplated by this Agreement and the Individual Amendments will be
made pursuant to a press release substantially in the form as has been as approved by the Management Committee
pursuant to Paragraph 4 above and is attached as Schedule 9 hereto (such press release to be publicly released
by Phoenix promptly following consummation of the Second-Stage Sale), and each Seller hereby further agrees
that (i) neither such Seller nor any of such Seller's agents or Affiliates shall (and such Seller shall cause
his or her respective agents and Affiliates not to) make any public statements regarding such matters prior to
the release of such press release and (ii) all subsequent statements or other communications to the public or
to clients or employees of the Company or its Affiliates by such Seller or any of such Seller's agents or
Affiliates will not be materially inconsistent with such press release.

         10. Certain Agreements. Phoenix (on behalf of the Company), and each of Ric Kayne and Ralph Walters
(on behalf of Kayne Anderson Rudnick Capital Advisors, L.P. ("KACALP"), Kayne Anderson Investment Management,
Inc. ("KAIM") and KA Associates, Inc. ("KAA"), and such natural persons), hereby agree that each of KACALP,
KAIM and KAA shall be bound by the agreements set forth in this Paragraph 10 as follows:

             (a)   Neither the Company nor any of KACALP, KAIM or KAA shall terminate (in whole or in part) the
Shared Services Agreement (as such term is defined on Schedule 6(a) hereto) with respect to any portion of
calendar year 2006, and such parties shall during calendar year 2006 consult reasonably with each other as to
whether such arrangements should be extended thereafter for future calendar years (provided that, following
such consultation, none of such parties shall be obligated to extend such arrangements beyond calendar year
2006 in whole or in part except to the extent such party may agree in its sole discretion, subject, however, to
the extent expressly provided in Paragraph 10(b) below); and

             (b)   From and after consummation of the Second-Stage Sale until the Master Lease Expiration Date
(as defined below), for so long as KAIM holds the leasehold interest underlying the Shared Space Arrangement
(as such term is defined on Schedule 6(a) hereto), the Company (and any subsidiaries thereof) shall be entitled
to continue utilizing the leasehold office

                                                       6


space of KAIM that is currently utilized by the Company (and any subsidiaries thereof) pursuant to the Shared
Space Arrangement, with such continued utilization by the Company (and any subsidiaries thereof) to be on
substantially the same pro rata terms as the current terms amongst the parties to the Shared Space Arrangement
(and notwithstanding the fact that the Shared Services Agreement may otherwise have been terminated in whole or
in part with respect to all or a portion of such future period);

                   provided that KAIM, KACALP, KAA and the Company shall consult with each other in advance to
the extent that any of their respective business plans would reasonably be expected to include expansion of
their use of KAIM's leasehold office space, and, subject to sufficient availability of total space in light of
such other parties' reasonable expansion plans, KAIM shall permit each such party (and its respective
subsidiaries) to reasonably expand its use of KAIM's leasehold office space in a manner consistent with past
practice; and

                   provided, further, that, in the event the Company wishes to cease utilizing all or a
material portion of the office space then being utilized by the Company (and any subsidiaries thereof), the
Company shall notify KAIM in writing at least six months prior to such cessation of its use of such office
space of KAIM; and

                   provided, further, that KAIM shall not terminate or materially amend its lease for said
office space with respect to the lease period through the Master Lease Expiration Date; and

                   provided, further, that the "Master Lease Expiration Date" shall mean the later of (i)
December 31, 2006, or (ii) in the event that KAIM's master lease arrangement with its landlord for said office
space is extended (whether under the current lease documentation or new documentation) pursuant to KAIM's
option under its existing lease documentation to extend the term thereof to December 31, 2010 (or otherwise),
then such later date to which such master lease arrangement is so extended, and KAIM shall use all commercially
reasonable efforts to so extend such master lease arrangement to at least December 31, 2010 (including without
limitation by exercising its option to extend such lease arrangements) except to the extent that the Company
may otherwise agree in writing (such agreement not to be unreasonably withheld).

         11. Survival of Representations and Warranties.  All representations, warranties and agreements in
this Agreement shall survive execution and delivery hereof and the sale of the Installment Sale Units as
contemplated hereunder.

         12. Counterparts. This Agreement may be executed in any number of counterparts (including executed
counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties
had originally executed the same document, and all counterparts shall be construed together and shall
constitute the same instrument. For all purposes of this Agreement, signatures delivered and exchanged by
facsimile transmission shall be binding and effective to the same extent as original signatures.

         13. Entire Agreement. This Agreement once countersigned by the Company and all the Sellers listed on
the signature pages hereto, the Exhibits and Schedule attached hereto, and such other letter agreements entered
into among Phoenix, the Company and the remaining

                                                       7


holders of outstanding Class C Units (other than Phoenix) to be sold in the Second-Stage Sale, constitute the
entire agreement of the parties hereto with respect to the transactions contemplated hereby and supersede any
and all prior oral or written agreements pertaining to the subject matter hereof (provided that nothing
contained herein shall supercede the terms of any other written agreements expressly referenced herein except
to the extent expressly provided in the other provisions of this Agreement).

         14. Arbitration. Any controversy or dispute arising out of or relating to any term or provision of
this Agreement shall be resolved in accordance with the arbitration provisions set forth in Section 11.9 of the
Acquisition Agreement which provisions are incorporated into this Agreement by this reference.

         15. Amendments. This Agreement may be amended or modified from time to time only by a written
instrument signed by Phoenix, the Company and the Sellers whose rights or obligations are affected by any such
amendment.

         16. Governing Law; Costs and Expenses. This Agreement shall be governed by, and interpreted in
accordance with, the laws of the State of California, without giving effect to principles of conflict of laws.
If any party to this Agreement seeks to enforce his or its rights under this Agreement by legal proceedings,
the substantially non-prevailing party/ies shall pay the substantially prevailing party's/ies' costs and
expenses, including without limitation reasonable attorneys' fees (including in connection with any appeal).

         17. Severability. If any provision of this Agreement or the application thereof to any Person or
circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the
application of that provision to other Persons or circumstances shall be enforced to the fullest extent
permitted by law.

         18. Binding Effect. This Agreement is binding on and inures to the benefit of the parties hereto and
their respective heirs, legal representatives, successors and permitted assigns.

         19. Interpretation. For purposes of this Agreement, all nouns, pronouns and verbs used in this
Agreement shall be construed as masculine, feminine, neutral, singular or plural, whichever shall be
applicable. Titles or captions of sections contained in this Agreement are inserted as a matter of convenience
and for reference, and in no way define, limit, extend or describe the scope of this Agreement or the intent of
any provision hereof.

         20. Notices. Any notice required or permitted to be given hereunder or for purposes of changing the
Account for the transmission of funds payable hereunder shall be given in accordance with the notice provisions
set forth in Section 14.02 of the Current Operating Agreement which provisions are incorporated into this
Agreement by this reference.

                                            [Signature Pages Follow;
                                  Remainder of Page Intentionally Left Blank]

                                                       8


        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

                                                     PHOENIX

                                                     Phoenix Investment Partners, Ltd.

                                                     By:    /s/ Daniel T. Geraci
                                                     Name:  Daniel T. Geraci
                                                     Title: President & CEO

                                                     THE COMPANY

                                                     Kayne Anderson Rudnick
                                                     Investment Management, LLC

                                                     By:    /s/ Ralph Collins Walter
                                                     Name:  Ralph Collins Walter
                                                     Title: Chief Operating Officer

                                                     SELLERS

                                                     /s/ Richard A. Kayne
                                                     Richard A. Kayne

                                                     /s/ Allan M. Rudnick
                                                     Allan M. Rudnick

                                                     /s/ Paul Wayne
                                                     Paul Wayne

                                                     /s/ Robert A. Schwarzkopf
                                                     Robert A. Schwarzkopf

                                                     /s/ Ralph Collins Walter
                                                     Ralph Collins Walter

                                                     /s/ Jeannine Vanian
                                                     Jeannine Vanian



                                                     /s/ Sandi Gleason
                                                     Sandi Gleason

                                                     /s/ Susan B. Frank
                                                     Susan B. Frank

                                                     /s/ Stephen A. Rigali
                                                     Stephen A. Rigali

                                                     /s/ Frank Arentowicz
                                                     Frank Arentowicz

                                                     /s/ Alan Lipman
                                                     Alan Lipman

                                                     /s/ Richard Sherry
                                                     Richard Sherry

                                                     /s/ Frank Lee
                                                     Frank Lee

                                                     /s/ Lea Shalev
                                                     Lea Shalev

                                                     /s/ Sheryl Sadis
                                                     Sheryl Sadis

                                                     /s/ Kevin D. Welsh
                                                     Kevin D. Welsh





                                                   EXHIBIT A

                           Aggregate
                           Number of        Aggregate
                             Class          Purchase      Account/Wiring         First             Second
             Name           C Units           Price       Instructions        Installment       Installment

Richard A. Kayne
Allan M. Rudnick
Paul Wayne
Robert A. Schwarzkopf
Ralph Collins Walter
Jeannine Vanian
Sandi Gleason
Susan B. Frank
Stephen A. Rigali
Frank Arentowicz
Kevin D. Welsh
Alan Lipman
Richard Sherry
Frank Lee
Lea Shalev
Sheryl Sadis











                                                   EXHIBIT B

                                             FORM OF ASSIGNMENT OF
                                                 CLASS C UNITS




         FOR VALUE RECEIVED, ___________, an individual, hereby sells, assigns and transfers unto Phoenix
Investment Partners, Ltd., a Delaware corporation ("Phoenix"), its successors and assigns, pursuant to that
certain Agreement Regarding Purchase and Sale of Class C Units, dated as of September 30, 2005 (the "September
2005 Class C Agreement"), by and between the Phoenix, Kayne Anderson Rudnick Investment Management, LLC, a
California limited liability company (the "Company"), and each holder of Class C Units listed on the signature
pages thereto, _____ Class C Units standing in the undersigned's name on the books of the Company, and does
hereby irrevocably constitute and appoint the Company's authorized Officer to transfer said Class C Units on
the books of the Company with full power of substitution in the premises. Unless otherwise defined herein,
terms defined in the September 2005 Class C Agreement are used herein as therein defined.

         DATED as of September 30, 2005

                                                     Assignor:




                                                     _______________________________
                                                     Name:





                                                   EXHIBIT C

                                        FORM OF PHOENIX PROMISSORY NOTE

                                                PROMISSORY NOTE

$___,___.00                                                                                  September 30, 2005

1.       FOR VALUE RECEIVED, the undersigned, Phoenix Investment Partners, Ltd. ("Obligor"), hereby promises to
         pay to the order of ____________ ("Payee"), at the offices of Kayne Anderson Rudnick Investment
         Management, LLC (the "Company") at 1800 Avenue of the Stars, Second Floor, Los Angeles, California
         90067 (or such other place as Payee may direct from time to time), in lawful money of the United
         States and in immediately available funds, the principal amount of ________________________ Dollars
         ($__,___.00) plus interest on said principal amount from the date hereof until payment in full of said
         principal amount, commencing on (and including) October 1, 2005, computed at the per annum rate of
         4.75% (compounded annually), on or before January 2, 2007, or such earlier date as provided below.

2.       Obligor shall make payments under this Promissory Note as follows:

                  a.       On January 3, 2006, Obligor shall pay ___________ Dollars ($__,___.00) against the
         principal amount of this Promissory Note; and

                  b.       On January 2, 2007, Obligor shall pay ___________ Dollars ($__,___.00) representing
         the remaining principal amount of this Promissory Note plus accrued interest on the average daily
         principal amount from time to time outstanding under this Promissory Note (calculated from and
         including October 1, 2005 through and including January 2, 2007.

3.       If any amount is not paid in full when due hereunder, such unpaid amount (including unpaid interest to
         the extent permitted by law) shall bear interest, to be paid upon demand, from the due date thereof
         until the date of actual payment (and before as well as after judgment) computed at the per annum rate
         of 6.75%.

4.       All interest payable hereunder shall be computed on the basis of actual days elapsed and a year of 365
         days.

5.       This Promissory Note is issued pursuant to the terms of the Agreement Regarding Purchase and Sale of
         Class C Units, dated as of September 30, 2005 between Obligor, the Company, Payee and additional
         individuals named therein (the "Purchase Agreement"), in payment of the Purchase Price (as
         defined in the Purchase Agreement) for the Class C Units of the Company sold by Payee to the Obligor
         pursuant to the Purchase Agreement.

6.       Upon the occurrence of any of the following:





         a.       Obligor shall have failed to pay any of Obligor's obligations under this Promissory Note on
the later of (i) the date when due in accordance with the terms of clause 2 of this Promissory Note or (ii)
such later date as is five (5) days following Obligor's receipt of written notice from Payee of Obligor's
failure to make such payment on the due date therefore (any such notice to be delivered to the address or
transmitted to the facsimile number specified below or such other address or facsimile number as Obligor may
specify by written notice to Payee):

                                    Phoenix Investment Partners, Ltd.
                                    56 Prospect Street
                                    Hartford, Connecticut 06115-0480
                                    Attention: General Counsel
                                    Telephone: (860) 403-5000
                                    Facsimile: (860) 403-7600


                  b.       (i) Obligor shall (A) commence any case, proceeding or other action under any
         existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
         reorganization, or relief of debtors, seeking to have an order for relief entered with respect to the
         Obligor, or seeking to adjudicate Obligor a bankrupt or insolvent, or seeking reorganization,
         arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with
         respect to the Obligor or the Obligor's debts, or (B) commence any case, proceeding, or other action
         seeking appointment of a receiver, trustee, custodian, or other similar official for Obligor or for
         all or any substantial part of the Obligor's assets, or (C) make a general assignment for the benefit
         of the Obligor's creditors; (ii) there shall be commenced against Obligor any case, proceeding or
         other action of a nature referred to in clause (i) above that (A) results in the entry of an order for
         relief or any such adjudication or appointment, or (B) remains undismissed, undischarged, or unbonded
         for a period of sixty (60) days; or (iii) Obligor shall (A) generally not pay its debts as they become
         due, (B) shall be unable to pay its debts as they become due or (C) shall admit in writing its
         inability to pay its debts as they become due;

THEN, the holder hereof may declare the outstanding principal balance hereof immediately due and payable and
Obligor shall immediately pay to the holder all such amounts, with interest accrued but unpaid thereon to the
date of payment in full at the applicable rate provided herein; provided that, in the case of the events
described in clauses 6(b)(i) and 6(b)(ii) above, the acceleration of the maturity hereof shall occur
automatically without declaration by the holder hereof.

7.       Obligor, for itself, its successors and assigns, hereby waives diligence, presentment, protest, and
         demand and notice of protest, demand, dishonor, and nonpayment of this Promissory Note.

8.       Obligor agrees to pay all collection expenses, court costs, and reasonable attorney fees and
         disbursements (whether or not litigation is commenced) that may be incurred in connection with the
         collection or enforcement of this Promissory Note.



9.       This Promissory Note shall be governed by and construed in accordance with the laws of the State of
         California, exclusive of its conflict-of-laws principles.

                                                     PHOENIX INVESTMENT PARTNERS, LTD.


                                                     _________________________
                                                     Name:
                                                     Title:





                                                   SCHEDULE 9

                                   [See Exhibit 99.2 to this Form 8-K, which
                                 exhibit is incorporated herein by reference.]

EX-99.2

                                                                                                   EXHIBIT 99.2

[LOGO]PHOENIX
     The Phoenix Companies, Inc.            N  E  W  S     R  E  L  E  A  S  E
     One American Row
     PO Box 5056
     Hartford CT 06102-5056
     PhoenixWealthManagement.com

         For:    Immediate Release

         Contact:    Media Relations:     Alice S. Ericson    860-403-5946
                     Investor Relations:  Peter A. Hofmann  860-403-7100

                                  The Phoenix Companies Announces Acquisition
                                 of Minority Interest in Kayne Anderson Rudnick

     Hartford, Conn., October 10, 2005 - The Phoenix Companies, Inc. (NYSE: PNX) announced that today it
     purchased the 35 percent minority interest in Kayne Anderson Rudnick Investment Management, LLC it did not
     already own, effective September 30, 2005.  The transaction is accretive and completes Phoenix's
     conversion of its asset management business to a 100-percent-owned model, benefiting the company
     strategically and financially.

         "Now that the fundamental restructuring of our asset management business is complete, we are well
     positioned to make it a profitable contributor to Phoenix," said Dona D. Young, Phoenix's chairman,
     president and chief executive officer.  "We can now get on with the hard work of executing our strategy to
     realize the full potential of this business, which currently has more than $40 billion in assets under
     management."

         Daniel T. Geraci, executive vice president, The Phoenix Companies, and president and chief executive
     officer of Phoenix Investment Partners, said, "Our multi-manager approach maintains each manager's unique
     culture, investment philosophy and style while providing strong shared support for non-investment
     functions, such as distribution, administration, operations and product development.  With our new
     structure now in place, we will be able to leverage our investment capabilities across product categories
     more effectively and operate more efficiently."

         Going forward, Phoenix plans to build on Kayne Anderson Rudnick's strong operational infrastructure as
     a shared support service for some of its other investment managers.  National retail distribution will
     continue to be managed from Phoenix's Hartford, Conn., headquarters, and institutional distribution will
     be further integrated with Phoenix's existing organization, targeting major market segments.

                                                     -more-




                                                                                                   EXHIBIT 99.2

     The Phoenix Companies, Inc. ... 2

         Consideration to Kayne Anderson Rudnick's minority owners will total $80 million.  It will be paid in
     three installments of approximately $10 million at closing, $10 million on January 3, 2006, and $60
     million on January 2, 2007.  The terms are generally consistent with those established under the existing
     agreements between Phoenix and Kayne Anderson Rudnick's minority owners.

         Allan M. Rudnick, who has served as Kayne Anderson Rudnick's president and chief investment officer,
     was named chief executive officer, president and chief investment officer.  Stephen A. Rigali, CFA, who
     has served as chief marketing officer, was named executive vice president.  Founder Richard A. Kayne and
     Ralph Walter, chief operating officer, have agreed to stay on with the firm until December 31, 2006 to
     help ensure a smooth transition.  Founder John E. Anderson continues to be affiliated with the firm in an
     advisory capacity.  The entire portfolio management team will remain in place, including Robert A.
     Schwarzkopf, CFA, managing director of Small Cap Equity.

         "The strength of the firm's leadership and the depth of its portfolio management and operational teams
     are real assets to Phoenix," said Mr. Geraci.  "They are well positioned to continue Kayne Anderson
     Rudnick's 20-year history of excellence."

         Mr. Kayne added, "I am thrilled that Allan will be assuming leadership of the organization.  We have
     known each other for 30 years and have worked together for more than 15 years.  Allan, John and I built
     the firm using Allan's Quality at a Reasonable Price(TM) approach, and John and I will continue to support
     Allan as he takes Kayne Anderson Rudnick into its next era."

         "This is an exciting time in the development of our firm, and expanding our relationship with Phoenix
     is absolutely the right thing to do.  With the two companies fully aligned, we can better capitalize on
     opportunities for both product and distribution growth," Mr. Rudnick said.

         The transaction will allow Phoenix to expand efforts already underway in its West Coast asset
     management operations to realize synergies among support functions.  The company expects to realize
     approximately $15 million in annualized, pre-tax expense savings from these actions in 2006.
     Incorporating these savings, Phoenix's total segment income after taxes will benefit from the transaction
     by approximately $11 million in 2006.

         Phoenix expects to incur restructuring charges totaling approximately $8 million, after taxes, related
     to the restructuring of its West Coast asset management operations.  Of these, $4.5 million were recorded
     in the first half of 2005.  The remaining $3.5 million will be incurred over six quarters, beginning in
     the third quarter of 2005.

                                                     -more-




                                                                                                   EXHIBIT 99.2

     The Phoenix Companies, Inc. ... 3

     CONFERENCE CALL
         The Phoenix Companies, Inc. will host a conference call tomorrow, October 11, 2005, at 9 a.m. Eastern
     time to discuss this transaction with the investment community.  The conference call will be broadcast
     live over the Internet at www.PhoenixWealthManagement.com in the Investor Relations section. The call also
     can be accessed by telephone at 1-973-321-1020 (conference ID #6593989).  A replay of the call will be
     available through October 25, 2005 by telephone at 1-973-341-3080 (pin code 6593989) and on Phoenix's Web
     site.

         The Phoenix Companies, Inc. is a leading manufacturer of life insurance, annuity and asset management
     products for the accumulation, preservation and transfer of wealth.  It has two principal operating
     subsidiaries, Phoenix Life Insurance Company and Phoenix Investment Partners, Ltd.  Through a variety of
     advisors and financial services firms, the company provides products and services to affluent and
     high-net-worth individuals and to institutions.  Phoenix has corporate offices in Hartford, Connecticut.

         Phoenix Investment Partners provides individuals and institutions with disciplined money management
     through a number of investment affiliates and offers managed accounts, mutual funds, institutional asset
     management, closed-end funds and alternative financial products.  It had $42.3 billion in third party
     assets under management as of June 30, 2005.  For more information, visit www.PhoenixFunds.com.

         Kayne Anderson Rudnick Investment Management, LLC was founded in 1984 by Richard A. Kayne and John E.
     Anderson.  In 1989, the firm began its current traditional portfolio management under the leadership of
     Allan M. Rudnick, focusing on achieving strong risk-adjusted returns through investment in high-quality
     companies purchased at reasonable prices.  The firm offers a comprehensive range of portfolio strategies
     including large cap, small cap, small-mid cap, mid cap, and international equity products as well as fixed
     income.  Based in Los Angeles, Kayne Anderson Rudnick had $9.6 billion in assets under management as of
     June 30, 2005.

                                                     -more-




                                                                                                   EXHIBIT 99.2

     The Phoenix Companies, Inc. ... 4

     FORWARD-LOOKING STATEMENT
         This release may contain forward-looking statements within the meaning of the Private Securities
     Litigation Reform Act of 1995, which, by their nature, are subject to risks and uncertainties.  The
     company intends these forward-looking statements to be covered by the safe harbor provisions of the
     federal securities laws relating to forward-looking statements.  These include statements relating to
     trends in, or representing management's beliefs about, the company's future strategies, operations and
     financial results, as well as other statements including words such as "anticipate", "believe," "plan,"
     "estimate," "expect," "intend," "may," "should" and other similar expressions.  Forward-looking statements
     are made based upon management's current expectations and beliefs concerning trends and future
     developments and their potential effects on the company.  They are not guarantees of future performance.
     Actual results may differ materially from those suggested by forward-looking statements as a result of
     risks and uncertainties which include, among others: (i) changes in general economic conditions, including
     changes in interest and currency exchange rates and the performance of financial markets; (ii) heightened
     competition, including with respect to pricing, entry of new competitors and the development of new
     products and services by new and existing competitors; (iii) the company's primary reliance, as a holding
     company, on dividends and other payments from its subsidiaries to meet debt payment obligations,
     particularly since the company's insurance subsidiaries' ability to pay dividends is subject to regulatory
     restrictions; (iv) regulatory, accounting or tax developments that may affect the company or the cost of,
     or demand for, its products or services; (v) downgrades in financial strength ratings of the company's
     insurance subsidiaries or in the company's credit ratings; (vi) discrepancies between actual claims
     experience and assumptions used in setting prices for the products of insurance subsidiaries and
     establishing the liabilities of such subsidiaries for future policy benefits and claims relating to such
     products; (vii) movements in the equity markets that affect our investment results, including those from
     venture capital, the fees we earn from assets under management and the demand for our variable products;
     (viii) the success and timing of the company's implementation of its strategies; (ix) the effects of
     closing the company's retail brokerage operations; and (x) other risks and uncertainties described in any
     of the company's filings with the Securities and Exchange Commission.  The company undertakes no
     obligation to update or revise publicly any forward-looking statement, whether as a result of new
     information, future events or otherwise.

                                                        # # #