Exhibit M.4
Class C Distribution Plan
(Effective ______, 2003)
PHOENIX-OAKHURST STRATEGIC ALLOCATION FUND
(the "Trust")
CLASS C 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 C shares of the Trust and have determined that there is a reasonable
likelihood that the Plan will benefit the Trust and its Class C shareholders.
1. Rule 12b-1 Fees
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The Trust shall pay to the Distributor of Class C Shares of the Trust 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 C 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 C shares (as
such phrase is defined in the Act).
4. 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 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 C 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 C 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 C 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 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.
