Exhibit m.4
Class C 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-Goodwin Multi-Sector Fixed
Income Fund, Inc. (the "Fund"), a Maryland corporation, 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 Fund is an open-end management investment company and is registered as
such under the Act. The Fund has a multi-class distribution system that allows
the Fund to offer investors the option of purchasing shares of separate share
classes. This Plan governs only the Class C Shares of the Fund. The Fund may,
from time to time, distribute shares of each class of the Fund through a
contractual arrangement (the "Distribution Agreement") with a principal
distributor for such class of shares duly qualified to act on behalf of the Fund
in such capacity (any such principal distributor, the "Principal Distributor"),
it being understood that the Fund may change the Principal Distributor for any
class of shares from time to time. The Board of Directors, including a majority
of the Qualified Directors (as defined in paragraph 4 herein), has determined to
adopt the Plan. In voting to approve the Plan, the Directors 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 Fund with respect to which this Plan will be
effective and its shareholders.
NOW, THEREFORE, in consideration of the foregoing, the Fund 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 Fund 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 Fund.
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 Directors and (ii) those Directors who are not "interested persons"
of the Fund (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 Fund 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 Directors 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
Directors who are not interested persons of the Fund (as defined in the Act)
shall be committed to the discretion of the Directors then in office who are not
interested persons of the Fund.
The Fund 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 Articles of Incorporation of the Fund, as amended, are on file with the
Department of Assessments and Taxation.
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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-Goodwin Multi-Sector Short
Term Bond 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 one series which is currently being
offered, and the Board of Trustees may establish and offer additional series in
the future. The series has a multi-class distribution system that allows the
series to offer investors the option of purchasing shares of separate share
classes. This Plan governs only the Class C Shares of the 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 the
respective series 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 one quarter of one percent (0.25%) 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 Fund. 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 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
of any series by a majority vote of the Qualified Trustees or by vote of a
majority of the outstanding voting securities of Class C Shares of that series.
This Plan may remain in effect with respect to the Class C Shares of a series
even if it has been terminated in accordance with this paragraph with respect to
one or more other series of the Trust.
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 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.
