Exhibit m.3
Class C Shares
Rule 12b-1 Distribution Plan
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Class C Shares
RULE 12b-1 DISTRIBUTION PLAN
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This distribution plan (the "Rule 12b-1 Distribution Plan" or the "Plan")
has been adopted by the Class C shareholders of Phoenix-Oakhurst Income & Growth
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
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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
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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.
