Exhibit m.2
Class B Shares
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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 the Phoenix-Aberdeen
Worldwide Opportunities Fund (the "Trust"), a Massachusetts business trust, on
May 31, 2000, 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 not created and
established separate series of the Trust, however, the Board of Trustees may
establish and offer series in the future which may become subject to this Plan.
The provisions of the Plan shall be severable for each such series. The Trust
has a multi-class distribution system that allows the Trust to offer investors
the option of purchasing shares of separate share classes. This Plan governs
only the Class B Shares of the Trust. The Trust may, from time to time,
distribute shares of any class through a contractual arrangement (the
"Distribution Agreement") with a principal distributor for such class of shares
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 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 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 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, 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 the. 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 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.
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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 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 upon the sale of each
"Initial Issue Commission Share" (as hereinafter defined) 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 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); (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 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; (IV) the Trust will not waive or change any CDSC in
respect of the Class B Shares, 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, 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 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, the Trust will not adopt a
plan of liquidation 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
Shares 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 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 as applied to any Principal Distributor, the portion of such
Distribution Fees and CDSCs allocated to such
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Principal Distributor in accordance with the Allocation Schedule (as
hereinafter defined). For purposes of this Plan, the term "Complete Termination"
of this Plan means a termination of this Plan involving the cessation of
payments of Distribution Fees hereunder in respect of Class B Shares and the
cessation of payments of distribution fees pursuant to every other rule 12b-1
plan of the Trust 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, 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 the portion of the total Distribution
Fees payable by the Trust in respect of the Class B Shares 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 a Class B Share which is a Commission Share issued by the
Trust under circumstances other than in connection with a permitted free
exchange with another fund. For purposes of the foregoing definition a
"Commission Share" shall meaneach Class B Share 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.
5. This Plan shall become effective with respect to the Class
B Shares 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.
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8. This Plan may be terminated at any time with respect to the
Class B Shares by a majority vote of the Qualified Trustees or by vote of a
majority of the outstanding voting securities of Class B Shares.
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.
