EXHIBIT m.2
CLASS C SHARES A&R DISTRIBUTION PLAN
PHOENIX ADVISER TRUST
(the "Fund")
CLASS C 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 C shares of the Fund and have
determined that there is a reasonable likelihood that the Plan will benefit the
Fund and its Class C shareholders.
2. Rule 12b-1 Fees
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The Fund shall pay to the Distributor, at the end of each month, 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 C 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 C 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 C 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 reasonably request.
3. 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
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the Act regarding the amounts expended under this Plan and the purposes for
which such expenditures were made.
4. 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.
5. 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 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 C 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
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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.
7. 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 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
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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 Fund. In the
event this Plan is terminated or otherwise discontinued, no further payments
hereunder will be made hereunder.
9. Records
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The Fund shall preserve copies of this Plan and any related agreements
and all reports
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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
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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 Focused Value Fund
Phoenix Foreign Opportunities Fund