EXHIBIT m.6
CLASS T SHARES DISTRIBUTION PLAN PURSUANT TO RULE 12b-1
PHOENIX MULTI-SERIES TRUST
(the "Trust")
CLASS T SHARES
DISTRIBUTION PLAN
PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940
Introduction
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The Trust 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 Trust for sale to the
permissible purchasers. The Trustees of the Trust have determined to adopt this
Distribution Plan (the "Plan") in accordance with the requirements of Section
l2b-1 of the Investment Company Act of 1940, as amended (the "Act") with respect
to Class T shares of the Phoenix-Xxxxxxx Multi-Sector Short Term Bond Fund (the
"Fund") and have determined that there is a reasonable likelihood that the Plan
will benefit the Fund and its Class T shareholders.
1. Rule 12b-1 Fees
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The Trust shall pay to the Distributor of Class T Shares 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 Trust. The fee is paid to
financial services firms including NASD member firms for continuous personal
service by such firms to investors in such Class T Shares.
Amounts paid or payable by the Trust 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 Trust, 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.
2. Reports
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At least quarterly in each year this Plan remains in effect, the
Trust's Principal Accounting Officer or Treasurer, or such other person
authorized to direct the disposition of monies paid or payable by the Trust,
shall prepare and furnish to the Trustees of the Trust for their review, and the
Trustees shall review, a written report complying with the requirements of Rule
l2b-1 under the Act regarding the amounts expended under this Plan and the
purposes for which such expenditures were made.
3. 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 Trust's
Trustees as well as a vote of at least a majority of the Trustees of the Trust
who are not interested persons (as defined in the Act) of the Trust 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 Trust until it has been approved
by a vote of at least a majority of the outstanding voting Class T shares (as
such phrase is defined in the Act).
4. 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 Trust 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 1 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 T shares of the Trust and
(b) all material amendments to this Plan must be approved by a majority vote of
the Trustees of the Trust and of the Disinterested Trustees cast in person at a
meeting called for the purpose of such vote.
5. 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 Trust shall be
committed to the discretion of the Disinterested Trustees then in office.
6. 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 T shares of the Trust 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.
7. 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 T shares of the Trust. In the
event this Plan is terminated or otherwise discontinued, no further payments
hereunder will be made hereunder.
8. Records
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The Trust shall preserve copies of this Plan and any related agreements
and all reports made pursuant to Paragraph 2 hereof, and any other information,
estimates, projections and other materials that serve as a basis therefor,
considered by the Trustees of the Trust, 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.
9. Non-Recourse
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The Trust's Declaration of Trust, a copy of which, together with the
amendments thereto ("Declaration"), is on file in the office of the Secretary of
the State of Delaware, 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 Trust 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 Trust but the Trust property only shall be liable.
