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-Oakhurst Strategic
Allocation Fund, Inc. (the "Fund"), a Massachusetts corporation, 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 Fund is an open-end management investment company and is registered as
such under the Act. The Fund, at present, has not created and established
separate series of the Fund, however, the Board of Directors 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 Fund has a multi-class
distribution system that allows the Fund to offer investors the option of
purchasing shares of separate share classes. This Plan governs only the Class B
Shares of the Fund. The Fund 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 Fund in such capacity (any such principal distributor, the "Principal
Distributor"), it being understood that the Fund 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 Fund with respect to which this
Plan will be effective and its shareholders.
NOW, THEREFORE, in consideration of the foregoing, the Fund hereby adopts
this Plan in accordance with Rule 12b-1 under the Act on the following terms and
conditions:
1. The Fund 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 Fund. 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, the Fund 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
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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 Fund 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 Fund'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 Fund'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 Fund'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 Fund will not waive or change any CDSC in
respect of the Class B Shares, except as provided in the Fund'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 Fund'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 Fund will not adopt a
plan of liquidation in respect 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 Fund 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 Fund 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
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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 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 Fund for every future class of shares which, in the
good faith determination of the Board of Trustees of the Fund, 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 Fund 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 Fund
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 each 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 Fund.
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 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.
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.
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7. In each year that this Plan remains in effect, any person authorized to
direct the disposition of monies paid or payable by the Fund 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 by a majority vote of the Qualified Directors 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
Directors who are not interested persons of the Fund (as defined in the Act)
shall be committed to the discretion of the Directors then in office who are not
interested persons of the Fund.
The Fund 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 Restate Articles of Organization, as amended from time to time, is on
file with the Secretary of the Commonwealth of Massachusetts.
