Exhibit m.3
Rule 12b-1 Distribution Plan
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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 Strategic
Equity Series Fund (the "Trust"), a Massachusetts business trust, on
May 31, 2000 for Strategic Theme Fund, 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 three series which
are currently being offered, and the Board of Trustees may establish and offer
additional series in the future. Each series has a multi-class distribution
system that allows each series to offer investors the option of purchasing
shares of separate share classes. This Plan governs only the Class C Shares of
each series of the Trust. The Trust may, from time to time, distribute shares of
any class of any series through a contractual arrangement (the "Distribution
Agreement") with a principal distributor for such class of shares of such series
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 of any
series 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 each respective series 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 of any series 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 of such series (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 such series 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
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 Series. With respect to the
submission of this Plan for such a vote, it shall have been effectively approved
with respect to Class C Shares of any series if a majority of the outstanding
voting securities of Class C Shares of that series votes for the approval of
this Plan, notwithstanding that: (1) this Plan has not been approved by a
majority of the outstanding voting securities of Class C Shares of any other
series, or (2) the matter has not been approved by a majority 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 of a series upon approval, together with any related agreements, by a
majority vote of both (i) the Board of Directors and (ii) those Directors 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 Directors"), 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 of any series by a majority vote of the Qualified Directors or by
vote of a majority of the outstanding voting securities of Class C Shares of
that series.
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 of any series 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 Directors who are not interested persons of the Trust (as defined
in the Act) shall be committed to the discretion of the Directors 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 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. Notice is hereby given that the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with
respect to a particular series of the Trust shall be enforceable against the
assets of such series only, and not against the assets of the Trust generally.
