Exhibit m.2
Class B Shares
Rule 12b-1 Distribution Plan
<PAGE>
CLASS B SHARES
RULE 12b-1 DISTRIBUTION PLAN
----------------------------
This distribution plan (the "Rule 12b-1 Distribution Plan" or
the "Plan") has been adopted by the Class B shareholders of Phoenix Equity
Series Fund (the "Trust"), a Massachusetts business trust, on May 31, 2000 for
Growth & Income Fund and on June 29, 2000 for Core Equity Fund, pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the "Act").
W H E R E A S:
The Trust is an open-end management investment company and is
registered as such under the Act. The Trust at present has two series which are
currently being offered, and the Board of Trustees may establish and offer
additional series in the future. Each series has a multi-class distribution
system that allows each series to offer investors the option of purchasing
shares of separate share classes. This Plan governs only the Class B Shares of
each series of the Trust. The Trust may, from time to time, distribute shares of
any class of any series through a contractual arrangement (the "Distribution
Agreement") with a principal distributor for such class of shares of such series
duly qualified to act on behalf of the Trust in such capacity (any such
principal distributor, the "Principal Distributor"), it being understood that
the Trust may change the Principal Distributor for any class of shares of any
series from time to time. The Board of Trustees, including a majority of the
Qualified Trustees (as defined in paragraph 5 herein), has determined to adopt
the Plan. In voting to approve the Plan, the Trustees have determined, in the
exercise of their reasonable business judgment and in light of their fiduciary
duty, that there is a reasonable likelihood that this Plan will benefit the
Class B Shares of each respective series of the Trust with respect to which this
Plan will be effective and its shareholders.
NOW, THEREFORE, in consideration of the foregoing, the Trust
hereby adopts this Plan in accordance with Rule 12b-1 under the Act on the
following terms and conditions:
1. The Trust shall pay to each Principal Distributor of Class
B Shares of any series its "Allocable Portion," as hereinafter defined, of the
distribution fee allowable under the Rules of Conduct of NASD Regulation, Inc.
(the "Rules of Conduct") in respect of such Class of Shares of such series,
consisting of a distribution fee at the rate of three quarters of one percent
(0.75%) per annum of the average daily net asset value of such Class of Shares
(the "Distribution Fee") and a service fee at a rate of one quarter of one
percent (0.25%) of the average daily net asset value of such Class of Shares of
such series of the Trust. For purposes of applying the limitation set forth in
the Rules of Conduct on the maximum amount of the Distribution Fee payable in
respect of the Class B Shares of any series, the Trust hereby elects to add to
six and one quarter percent (6.25%) of the issue price of the Class B Shares, or
such other percentage as may be proscribed in such Rules of Conduct, interest
thereon at the rate of
<PAGE>
prime plus one percent per annum. A contingent deferred sales charge ("CDSC")
also shall be payable by the holders of Class B Shares in the case of early
redemption of such Class B Shares.
2. The amounts set forth in paragraph 1 of this Plan shall be
paid for the Principal Distributor's services and expenses as distributor of the
Class B Shares of the Trust and may be spent by the Principal Distributor, in
its discretion, on, among other things, compensation to and expenses (including
overhead and telephone expenses) of account executives or other employees of the
Principal Distributor or of other broker-dealers who engage in or support
distribution of shares; printing of prospectuses and reports for other than
existing shareholders; advertising; preparation, printing and distribution of
sales literature; and allowances to other broker-dealers.
3. Any Distribution Agreement in respect of Class B Shares of
any series may provide that: (I) the Principal Distributor in respect of such
Distribution Agreement will be deemed to have fully earned its Allocable Portion
of the Distribution Fee payable in respect of Class B Shares of such series upon
the sale of each "Initial Issue Commission Share" (as hereinafter defined) of
such series taken into account in determining such Principal Distributor's
Allocable Portion of such Distribution Fee; (II) except as provided in (III)
below, the Trust's obligation to pay such Principal Distributor its Allocable
Portion of the Distribution Fee payable in respect of the Class B Shares of such
series shall be absolute and unconditional and shall not be subject to dispute,
offset, counterclaim or any defense whatsoever (it being understood that such
provision is not a waiver of the Trust's right to pursue such Principal
Distributor and enforce such claims against the assets of such Principal
Distributor other than its right to the Distribution Fees and CDSCs in respect
of the Class B Shares of such series); (III) the Trust's obligation to pay such
Principal Distributor its Allocable Portion of the Distribution Fee payable in
respect of the Class B Shares of such series shall not be terminated or modified
except to the extent required by a change in the Act or the Rules of Conduct
enacted or promulgated after June 1, 2000 (a "Change-in-Applicable-Law"), or in
connection with a "Complete Termination" (as hereinafter defined) of this Plan
in respect of the Class B Shares of such series; (IV) the Trust will not waive
or change any CDSC in respect of the Class B Shares of such series, except as
provided in the Trust's Prospectus or statement of additional information
without the consent of the Principal Distributor (or its assigns); (V) except to
the extent required by a Change-in-Applicable-Law, neither the termination of
such Principal Distributor's role as principal distributor of the Class B Shares
of such series, nor the termination of such Distribution Agreement nor the
termination of this Plan will terminate such Principal Distributor's right to
its Allocable Portion of the CDSCs in respect of Class B Shares of such series
sold prior to such termination; (VI) except as provided in the Trust's
Prospectus and statement of additional information, until such Principal
Distributor has been paid its Allocable Portion of the Distribution Fees in
respect of the Class B Shares of such series, the Trust will not adopt a plan of
liquidation in respect of such series without the consent of such Principal
Distributor (or its assigns); and (VII) such Principal Distributor may sell and
assign its rights to its Allocable Portion of the Distribution Fees and CDSCs
(but not such Principal Distributor's obligations to the Trust under the
Distribution Agreement) to raise funds to make the expenditures related to the
distribution of Class B
<PAGE>
Shares of such series and in connection therewith, upon receipt of notice of
such sale and assignment, the Trust shall pay to the purchaser or assignee such
portion of the Principal Distributor's Allocable Portion of the Distribution
Fees in respect of the Class B Shares of such series so sold or assigned. For
purposes of this Plan, the term "Allocable Portion" means, in respect of
Distribution Fees payable in respect of the Class B Shares of any series as
applied to any Principal Distributor, the portion of such Distribution Fees and
CDSCs allocated to such Principal Distributor in accordance with the Allocation
Schedule (as hereinafter defined). For purposes of this Plan, the term "Complete
Termination" of this Plan means, in respect of any series, a termination of this
Plan involving the cessation of payments of Distribution Fees hereunder in
respect of Class B Shares of such series and the cessation of payments of
distribution fees pursuant to every other rule 12b-1 plan of the Trust in
respect of such series for every future class of shares which, in the good faith
determination of the Board of Trustees of the Trust, has substantially similar
economic characteristics to the Class B Shares taking into account the total
sales charge, contingent deferred sales charge and other similar charges, it
being understood that the existing Class A Shares and the existing Class C
Shares do not have substantially similar economic characteristics to the Class B
Shares. For purposes of this Plan, the term "Allocation Schedule" means, in
respect of the Class B Shares of any series, a schedule which shall be approved
in the same manner as this Plan as contemplated by Section 5 hereof for
assigning to each Principal Distributor of Class B Shares of such series the
portion of the total Distribution Fees payable by the Trust in respect of the
Class B Shares of such series which has been earned by such Principal
Distributor, which shall be attached to and become a part of any Distribution
Agreement in respect of Class B Shares. For purposes of clause (I) of the first
sentence of this Section 3, the term "Initial Issue Commission Share" shall
mean, in respect of any series, a Class B Share which is a Commission Share
issued by such series under circumstances other than in connection with a
permitted free exchange with another fund. For purposes of the foregoing
definition a "Commission Share" shall mean, in respect of any series, each Class
B Share of such series which is issued under circumstances which would normally
give rise to an obligation of the holder of such Class B Share to pay a CDSC
upon redemption of such Share, including, without limitation, any Class B Share
of such Fund issued in connection with a permitted free exchange, and any such
Class B Share shall not cease to be a Commission Share prior to the redemption
(including a redemption in connection with a permitted free exchange) or
conversion even though the obligation to pay the CDSC shall have expired or
conditions for thereof still exist.
4. This Plan shall not take effect until it has been approved
by a vote of at least a majority (as defined in the Act) of the outstanding
voting securities of Class B Shares of the Series. With respect to the
submission of this Plan for such a vote, it shall have been effectively approved
with respect to Class B Shares of any series if a majority of the outstanding
voting securities of Class B Shares of that series votes for the approval of
this Plan, notwithstanding that: (1) this Plan has not been approved by a
majority of the outstanding voting securities of Class B Shares of any other
series, or (2) the matter has not been approved by a majority of the outstanding
voting securities of Class B Shares of the Trust.
<PAGE>
5. This Plan shall become effective with respect to the Class
B Shares of a series upon approval, together with any related agreements, by a
majority vote of both (i) the Board of Trustees and (ii) those Trustees who are
not "interested persons" of the Trust (as defined in the Act) and have no direct
or indirect financial interest in the operation of this Plan or any agreements
related to it (the "Qualified Trustees"), cast in person at a meeting called for
the purpose of voting on this Plan and such related agreements.
6. This Plan shall continue in effect for so long as such
continuance is specifically approved at least annually in the manner provided
for approval of this Plan in paragraph 5 herein.
7. In each year that this Plan remains in effect, any person
authorized to direct the disposition of monies paid or payable by the Trust
pursuant to this Plan or any related agreement shall prepare and furnish to the
Board and the Board shall review, at least quarterly, written reports, complying
with the requirements of Rule 12b-1 under the Act, of the amounts expended under
this Plan and purposes for which such expenditures were made.
8. This Plan may be terminated at any time with respect to the
Class B Shares of any series by a majority vote of the Qualified Trustees or by
vote of a majority of the outstanding voting securities of Class B Shares of
that series. This Plan may remain in effect with respect to the Class B Shares
of a series even if it has been terminated in accordance with this paragraph
with respect to one or more other series of the Trust.
9. This Plan may not be amended in order to increase
materially the amount of distribution expenses provided for in paragraph 1
herein unless such amendment is approved by a majority (as defined in the Act)
of the outstanding voting securities of Class B Shares and no material amendment
to this Plan shall be made unless approved in the manner provided in paragraph 5
herein.
10. While this Plan shall be in effect, the selection and
nomination of Trustees who are not interested persons of the Trust (as defined
in the Act) shall be committed to the discretion of the Trustees then in office
who are not interested persons of the Trust.
The Trust shall preserve copies of this Plan and any related
agreements and all reports made pursuant to paragraph 7 herein, for a period of
not less than six years from the date of this Plan, or the agreements or such
report, as the case may be, the first two years in an easily accessible place.
The Declaration of Trust of the Trust, as amended from time to
time, is on file with the Secretary of the Commonwealth of Massachusetts and
notice is hereby given that this Plan is adopted on behalf of the Trust, and not
by the Trustees or officers of the Trust individually, and the obligations of or
arising out of this Plan are not binding upon the Trustees, officers or
shareholders of the Trust individually but are binding only upon the assets and
property of the Trust. Notice is hereby given that the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with
respect to a particular series of the Trust shall be enforceable against the
assets of such series only, and not against the assets of the Trust generally.
