Exhibit m.3
Class C Shares
RULE 12b-1 DISTRIBUTION PLAN
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Class C 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 C shareholders of Phoenix Series Fund (the
"Trust"), a Massachusetts business trust, on May 16, 2000 for Core Bond Fund,
Money Market Fund and High Yield 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 C 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 4 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 C Shares
of each respective series 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 C Shares of
any series 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
of such series (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. The fee is paid to financial
services firms including National Association of Securities Dealers, Inc.
("NASD") member firms for continuous personal service by such firms to investors
in such Class C 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 C
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;
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advertising; preparation, printing and distribution of sales literature; and
allowances to other broker-dealers.
3. 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 C 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 C
Shares of any series if a majority of the outstanding voting securities of Class
C 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 C Shares of any other series, or (2) the matter has
not been approved by a majority of the outstanding voting securities of Class C
Shares of the Trust.
4. This Plan shall become effective with respect to the Class C Shares of a
series upon approval, together with any related agreements, by a majority vote
of both (i) the Board of Directors and (ii) those Directors 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 Directors"), cast in person at a meeting called
for the purpose of voting on this Plan and such related agreements.
5. 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 4 herein.
6. 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.
7. This Plan may be terminated at any time with respect to the Class C
Shares of any series by a majority vote of the Qualified Directors or by vote of
a majority of the outstanding voting securities of Class C Shares of that
series.
8. 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 C Shares of any series and no material amendment to
this Plan shall be made unless approved in the manner provided in paragraph 4
herein.
9. While this Plan shall be in effect, the selection and nomination of
Directors who are not interested persons of the Trust (as defined in the Act)
shall be committed to the discretion of the Directors 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 6 herein, for a period of not less than
six years from the date
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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.
