Exhibit m.3
Class C Shares
<PAGE>
Class C Shares
RULE 12b-1 DISTRIBUTION PLAN
----------------------------
This distribution plan (the "Rule 12b-1 Distribution Plan" or
the "Plan") has been adopted by the Class C shareholders of Phoenix-Aberdeen
Worldwide Opportunities Fund (the "Trust"), a Massachusetts business trust, on
May 16, 2000, pursuant to Rule 12b-1 under the Investment Company Act of 1940,
as amended (the "Act").
W H E R E A S:
The Trust is an open-end management investment company and is
registered as such under the Act. The Trust, at present, has not created and
established separate series of the Trust, however, the Board of Trustees may
establish and offer series in the future which may become subject to this Plan.
The provisions of the Plan shall be severable for each such series. The Trust
has a multi-class distribution system that allows the Trust to offer investors
the option of purchasing shares of separate share classes. This Plan governs
only the Class C Shares of the Trust. The Trust may, from time to time,
distribute shares of any class through a contractual arrangement (the
"Distribution Agreement") with a principal distributor for such class of shares
duly qualified to act on behalf of the Trust in such capacity (any such
principal distributor, the "Principal Distributor"), it being understood that
the Trust may change the Principal Distributor for any class of shares from time
to time. The Board of Trustees, including a majority of the Qualified Trustees
(as defined in paragraph 4 herein), has determined to adopt the Plan. In voting
to approve the Plan, the Trustees have determined, in the exercise of their
reasonable business judgment and in light of their fiduciary duty, that there is
a reasonable likelihood that this Plan will benefit the Class C Shares of the
Trust with respect to which this Plan will be effective and its shareholders.
NOW, THEREFORE, in consideration of the foregoing, the Trust
hereby adopts this Plan in accordance with Rule 12b-1 under the Act on the
following terms and conditions:
1. The Trust shall pay to each Principal Distributor of Class
C 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 National
Association of Securities Dealers, Inc. ("NASD") member firms for continuous
personal service by such firms to investors in such Class C Shares.
2. The amounts set forth in paragraph 1 of this Plan shall be
paid for the Principal Distributor's services and expenses as distributor of the
Class C Shares of the Trust and may be spent by the Principal Distributor, in
its discretion, on, among other things, compensation to and expenses (including
overhead and telephone expenses) of account executives or other employees of the
Principal Distributor or of other broker-dealers who engage in or support
<PAGE>
distribution of shares; printing of prospectuses and reports for other than
existing shareholders; advertising; preparation, printing and distribution of
sales literature; and allowances to other broker-dealers.
3. This Plan shall not take effect until it has been approved
by a vote of at least a majority (as defined in the Act) of the outstanding
voting securities of Class C Shares of the Trust.
4. This Plan shall become effective with respect to the Class
C Shares upon approval, together with any related agreements, by a majority vote
of both (i) the Board of Trustees and (ii) those Trustees who are not
"interested persons" of the Trust (as defined in the Act) and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related to it (the "Qualified Trustees"), cast in person at a meeting called for
the purpose of voting on this Plan and such related agreements.
5. This Plan shall continue in effect for so long as such
continuance is specifically approved at least annually in the manner provided
for approval of this Plan in paragraph 4 herein.
6. In each year that this Plan remains in effect, any person
authorized to direct the disposition of monies paid or payable by the Trust
pursuant to this Plan or any related agreement shall prepare and furnish to the
Board and the Board shall review, at least quarterly, written reports, complying
with the requirements of Rule 12b-1 under the Act, of the amounts expended under
this Plan and purposes for which such expenditures were made.
7. This Plan may be terminated at any time with respect to the
Class C Shares by a majority vote of the Qualified Trustees or by vote of a
majority of the outstanding voting securities of Class C Shares.
8. This Plan may not be amended in order to increase
materially the amount of distribution expenses provided for in paragraph 1
herein unless such amendment is approved by a majority (as defined in the Act)
of the outstanding voting securities of Class C Shares and no material amendment
to this Plan shall be made unless approved in the manner provided in paragraph 4
herein.
9. While this Plan shall be in effect, the selection and
nomination of Trustees who are not interested persons of the Trust (as defined
in the Act) shall be committed to the discretion of the Trustees then in office
who are not interested persons of the Trust.
The Trust shall preserve copies of this Plan and any related
agreements and all reports made pursuant to paragraph 6 herein, for a period of
not less than six years from the date of this Plan, or the agreements or such
report, as the case may be, the first two years in an easily accessible place.
The Declaration of Trust of the Trust, as amended from time to
time, is on file with the Secretary of the Commonwealth of Massachusetts and
notice is hereby given that this
<PAGE>
Plan is adopted on behalf of the Trust, and not by the Trustees or officers of
the Trust individually, and the obligations of or arising out of this Plan are
not binding upon the Trustees, officers or shareholders of the Trust
individually but are binding only upon the assets and property of the Trust.
