Exhibit (m)(2)
CLASS B SHARES
AMENDED AND RESTATED DISTRIBUTION PLAN
PHOENIX ASSET TRUST
(the "Fund")
CLASS B SHARES
AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940
1. Introduction
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The Fund, on behalf of its series listed in Appendix A, as may be
amended from time to time, 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 acts as principal underwriter of each series and class of shares of
the Fund for sale to the permissible purchasers. The Trustees of the Fund have
determined to adopt this amended and restated Distribution Plan (the "Plan"), in
accordance with the requirements of Rule 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
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The Fund shall pay to the Distributor its "Allocable Portion", as
hereinafter defined, at the end of each month, the distribution and service fee
allowable under the Rules of Conduct of NASD Regulation, Inc. (the "Rules of
Conduct") an amount on an annual basis equal to 0.75% of the average daily value
of the net assets of any series of the Fund's Class B shares, as compensation
for distribution services and a fee of 0.25% of the average daily value of the
net assets of any series of the Fund's Class B shares for shareholder services.
Distribution services include, but are not limited to, payment of compensation,
including incentive compensation to securities dealers and financial
institutions and organizations; payment of compensation to and expenses of
personnel of the Distributor who support the distribution of the Class B shares;
expenses related to the cost of financing or providing such financing from the
Distributor's or an affiliate's resources in connection with the Distributor's
payment of such distribution expenses and the payment of other direct
distribution costs such as the cost of sales literature, advertising and
prospectuses. Shareholder services include, but are not limited to, transmitting
prospectuses, statements of additional information, shareholder reports, proxy
statements and other materials to shareholders; providing educational materials;
providing facilities to answer questions about the Funds; receiving and
answering correspondence; assisting shareholders in completing application forms
and selecting dividend and other account options and providing such other
information and services as the Distributor or Fund may reasonable request.
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 Fund elects to add to the 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
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shall be payable by the holders of Class B Shares in the case of early
redemptions of such Class B Shares.
3. Allocable Portion
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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
Fund'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 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 of
such series); (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 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 Fund will not waive or change any CDSC
in respect of the Class B Shares of such series, 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 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 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 of
such series, the Fund 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 Fund under the Distribution Agreement) to raise Funds to make
the expenditures related to the distribution of Class B Shares of such series
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 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 Fund in respect of such series for every future
class of shares which, in the
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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 of any series, a schedule which shall be approved
in the same manner as this Plan as contemplated by Section 3 hereof for
assigning to each Principal Distributor of Class B Shares of such series the
portion of the total Distribution Fees payable by the Fund 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. Reports
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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-1 under the
Act regarding the amounts expended under this Plan and the purposes for which
such expenditures were made.
5. Required Approval
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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.
6. Term
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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
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amount of the distribution and service expenses 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.
7. Selection of Disinterested Trustees
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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.
8. Related Agreements
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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.
9. Termination
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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.
10. Records
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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.
11. Non-Recourse
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A copy of the Fund's Declaration of Trust (the "Declaration of Trust")
is on file in the office of the Secretary of the State of Delaware. The
Declaration of Trust refers to the Trustees 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.
Amended and Restated March 1, 2007
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APPENDIX A
Phoenix Rising Dividends Fund
Phoenix Small-Mid Cap Fund
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