Exhibit m.2
Class B Shares
RULE 12b-1 DISTRIBUTION PLAN
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Class B Shares
RULE 12b-1 DISTRIBUTION PLAN
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This distribution plan (the "Rule 12b-1 Distribution Plan" or the "Plan")
has been adopted by the Class B shareholders of Phoenix Series Fund (the
"Trust"), a Massachusetts business trust, on May 16, 2000 for Core Bond Fund,
High Yield Fund, Money Market Fund and Balanced Fund; May 31, 2000 for Capital
Growth Fund; and June 29, 2000 for Aggressive Growth 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 six 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%), for all
series except the Phoenix-Goodwin Money Market Fund which shall be at a rate of
one-half of one percent (0.50%) annum per annum for all series except the
Phoenix-Goodwin Money Market Fund which shall be at a rate of one-half of one
percent (0.50%) 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
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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 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
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the distribution of Class B 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.
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
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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.
