Exhibit 15.2
Amended and Restated Distribution Plan
for Class B Shares
PHOENIX MULTI-PORTFOLIO FUND
(the "Fund")
CLASS B SHARES
AMENDED AND RESTATED DISTRIBUTION PLAN
PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940
1. Introduction
The Fund and Phoenix Equity Planning Corporation (the
"Distributor"), a broker-dealer registered under the Securities
Exchange Act of 1934, have entered into a Distribution Agreement
pursuant to which the Distributor will act as principal underwriter of
each class of shares of the Fund for sale to the permissible
purchasers. The Trustees of the Fund have determined to adopt this
Distribution Plan (the "Plan"), in accordance with the requirements of
Section 12b-1 of the Investment Company Act of 1940, as amended (the
"Act") with respect to Class B shares of the Fund and have determined
that there is a reasonable likelihood that the Plan will benefit the
Fund and its Class B shareholders.
2 Rule 12b-1 Fees
The Fund shall reimburse the Distributor, at the end of each
month, up to a maximum on an annual basis of .75% of the average daily
value of the net assets of the Fund's Class B shares, subject to any
applicable restrictions imposed by rules of the National Association of
Securities Dealers, Inc., for distribution expenditures incurred by
Distributor subsequent to the effectiveness of this Plan, in connection
with the sale and promotion of the Class B shares of the Fund and the
furnishing of services to Class B shareholders of the Fund. Such
expenditures shall consist of: (i) commissions to sales personnel for
selling Class B shares of the Fund (including underwriting commissions
and finance charges related to the payment of commissions); (ii)
compensation, sales incentives and payments to sales, marketing and
service personnel; (iii) payments to broker-dealers and other financial
institutions which have entered into selling agreements with the
Distributor for services rendered in connection with the sale and
distribution of Class B shares of the Fund; (iv) payment of expenses
incurred in sales and promotional activities, including advertising
expenditures related to the Class B shares of the Fund; (v) the costs
of preparing and distributing promotional materials; (vi) the cost of
printing the Fund's Prospectus and Statement of Additional Information
for distribution to potential investors; and (vii) such other similar
services that the Trustees of the Fund determine are reasonably
calculated to result in the sale of Class B shares of the Fund. The
Fund shall also pay the Distributor, at the end of each month, an
amount on an annual basis equal to 0.25% of the average daily value of
the net assets of the Fund's Class B shares, as compensation for
providing personal service to shareholders, including assistance in
connection with inquiries relating to shareholder accounts, and for
maintaining shareholder accounts (the "Service Fee").
Any reduction to amounts payable under this Plan shall first be
to the extent of the Service Fee, and then from the balance of the
12b-1 Fee.
Amounts paid or payable by the Fund under this Plan or any
agreement with any person or entity relating to the implementation of
this Plan ("related agreement") shall only be used to pay for, or
reimburse payment for, the distribution expenditures described in the
preceding paragraph and shall, given all surrounding circumstances,
represent charges within the range of what would have been negotiated
at arm's length as payment for the specific sales or promotional
services and activities to be financed hereunder and any related
agreement, as determined by the Trustees of the Fund, in the exercise
of reasonable business judgment, in light of fiduciary duties under
state law and Sections 36(a) and (b) of the Act and based upon
appropriate business estimates and projections.
3. Reports
At least quarterly in each year this Plan remains in effect, the
Fund's Principal Accounting Officer or Treasurer, or such other person
authorized to direct the disposition of monies paid or payable by the
Fund, shall prepare and furnish to the Trustees of the Fund for their
review, and the Trustees shall review, a written report complying with
the requirements of Rule 12b-l under the Act regarding the amounts
expended under this Plan and the purposes for which such expenditures
were made.
4. Required Approval
This Plan shall not take effect until it, together with any
related agreement, has been approved by a vote of at least a majority
of the Fund's Trustees as well as a vote of at least a majority of the
Trustees of the Fund who are not interested persons (as defined in the
Act) of the Fund and who have no direct or indirect financial interest
in the operation of this Plan or in any related agreement (the
"Disinterested Trustees"), cast in person at a meeting called for the
purpose of voting on this Plan or any related agreement and this Plan
shall not take effect with respect to the Fund until it has been
approved by a vote of at least a majority of the outstanding voting
Class B shares (as such phrase is defined in the Act).
5. Term
This Plan shall remain in effect for one year from the date of
its adoption and may be continued thereafter if specifically approved
at least annually by a vote of at least a majority of the Trustees of
the Fund as well as a majority of the Disinterested Trustees. This Plan
may be amended at any time, provided that (a) the Plan may not be
amended to increase materially the amount of the distribution expenses
provided in Paragraph 2 hereof (including the Service Fee) without the
approval of at least a majority of the outstanding voting securities
(as defined in the Act) of the Class B shares of the Fund and (b) all
material amendments to this Plan must be approved by a majority vote of
the Trustees of the Fund and of the Disinterested Trustees cast in
person at a meeting called for the purpose of such vote.
6. Selection of Disinterested Trustees
While this Plan is in effect, the selection and nomination of
Trustees who are not interested persons (as defined in the Act) of the
Fund shall be committed to the discretion of the Disinterested Trustees
then in office.
7. Related Agreements
Any related agreement shall be in writing and shall provide that
(a) such agreement shall be subject to termination, without penalty, by
vote of a majority of the outstanding voting securities (as defined in
the Act) of the Class B shares of the Fund on not more than 60 days'
written notice to the other party to the agreement and (b) such
agreement shall terminate automatically in the event of its assignment.
8. Termination
This Plan may be terminated at any time by a vote of a majority
of the Disinterested Trustees or by a vote of a majority of the
outstanding voting securities (as defined in the Act) of the Class B
shares of the Fund. In the event this Plan is terminated or otherwise
discontinued, no further payments hereunder will be made hereunder.
9. Records
The Fund shall preserve copies of this Plan and any related
agreements and all reports made pursuant to Paragraph 3 hereof, and any
other information, estimates, projections and other materials that
serve as a basis therefor, considered by the Trustees of the Fund, for
a period of not less than six years from the date of this Plan, the
agreement or report, as the case may be, the first two years in an
easily accessible place.
10. Non-Recourse
The Fund's Declaration of Trust dated October 15, 1987, a copy
of which, together with the amendments thereto ("Declaration"), is on
file in the office of the Secretary of the Commonwealth of
Massachusetts, refers to the Trustees under the Declaration of Trust
collectively as Trustees, but not as individuals or personally, and no
Trustee, shareholder, officer, employee or agent of the Fund may be
held to any personal liability, nor may any resort be had to their
private property for the satisfaction of any obligation or claim or
otherwise in connection with the affairs of the Fund but the Fund
property only shall be liable.
[Adopted at a duly held meeting of the Board of Trustees on August 27,
1997.]
