Exhibit m.3
Class B Distribution Plan
<PAGE>
Class B Shares
RULE 12b-1 DISTRIBUTION PLAN
----------------------------
This distribution plan (the "Rule 12b-1 Distribution Plan" or the "Plan") has
been adopted by the Class B 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 B 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 5 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 B 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 Fund shall pay to each Principal Distributor of Class B Shares its
"Allocable Portion," as hereinafter defined, of the distribution fee allowable
under the Rules of Conduct of NASD Regulation, Inc. (the "Rules of Conduct") in
respect of such Class of Shares, consisting of 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 Fund. For purposes of applying the limitation set
forth in the Rules of Conduct on the maximum amount of the Distribution Fee
payable in respect of the Class B Shares, the Fund hereby elects to add to six
and one quarter percent (6.25%) of the issue price of the Class B Shares, or
such other percentage as may be proscribed in such Rules of Conduct, interest
thereon at the rate of prime plus one percent per annum. A contingent deferred
sales charge ("CDSC") also shall be payable by the holders of Class B Shares in
the case of early redemption of such Class B 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 B
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. Any Distribution Agreement in respect of Class B Shares may provide that:
(I) the Principal Distributor in respect of such Distribution Agreement will be
deemed to have fully earned its Allocable Portion of the Distribution Fee
payable in respect of Class B Shares upon the sale of each "Initial Issue
Commission Share" (as hereinafter defined) taken into account in determining
such Principal Distributor's Allocable Portion of such Distribution Fee; (II)
except as provided in (III) below, the Fund's obligation to pay such Principal
Distributor its Allocable Portion of the Distribution Fee payable in respect of
the Class B Shares shall be absolute and unconditional and shall not be subject
to dispute, offset, counterclaim or any defense whatsoever (it being understood
that such provision is not a waiver of the Fund's right to pursue such Principal
Distributor and enforce such claims against the assets of such Principal
Distributor other than its right to the Distribution Fees and CDSCs in respect
of the Class B Shares); (III) the Fund's obligation to pay such Principal
Distributor its Allocable Portion of the Distribution Fee payable in respect of
the Class B Shares shall not be terminated or modified except to the extent
required by a change in the Act or the Rules of Conduct enacted or promulgated
after June 1, 2000 (a "Change-in-Applicable-Law"), or in connection with a
"Complete Termination" (as hereinafter defined) of this Plan in respect of the
Class B Shares; (IV) the Fund will not waive or change any CDSC in respect of
the Class B Shares, except as provided in the Fund's Prospectus or statement of
additional information without the consent of the Principal Distributor (or its
assigns); (V) except to the extent required by a Change-in-Applicable-Law,
neither the termination of such Principal Distributor's role as principal
distributor of the Class B Shares, nor the termination of such Distribution
Agreement nor the termination of this Plan will terminate such Principal
Distributor's right to its Allocable Portion of the CDSCs in respect of Class B
Shares sold prior to such termination; (VI) except as provided in the Fund's
Prospectus and statement of additional information, until such Principal
Distributor has been paid its Allocable Portion of the Distribution Fees in
respect of the Class B Shares, the Fund will not adopt a plan of liquidation in
respect of the Fund without the consent of such Principal Distributor (or its
assigns); and (VII) such Principal Distributor may sell and assign its rights to
its Allocable Portion of the Distribution Fees and CDSCs (but not such Principal
Distributor's obligations to the Fund under the Distribution Agreement) to raise
funds to make the expenditures related to the distribution of Class B Shares and
in connection therewith, upon receipt of notice of such sale and assignment, the
Fund shall pay to the purchaser or assignee such portion of the Principal
Distributor's Allocable Portion of the Distribution Fees in respect of the Class
B Shares so sold or assigned. For purposes of this Plan, the term "Allocable
Portion" means, in respect of Distribution Fees payable in respect of the Class
B Shares as applied to any Principal Distributor, the portion of such
Distribution Fees and CDSCs allocated to such Principal Distributor in
accordance with the Allocation Schedule (as hereinafter defined). For purposes
of this Plan, the term "Complete Termination" of this Plan means a termination
of this Plan involving the cessation of payments of Distribution Fees hereunder
in respect of Class B Shares and the cessation of payments of distribution fees
pursuant to every other rule 12b-1 plan of the Fund for every future class of
shares which, in the good faith determination of the Board of Directors of the
Fund, has substantially similar economic characteristics to the Class B Shares
taking into account the total sales charge, contingent deferred sales charge and
other similar charges, it being understood that the existing Class A Shares do
not have substantially similar economic characteristics to the Class B Shares.
For purposes of this Plan, the term "Allocation Schedule" means, in respect of
the Class B Shares, a schedule which shall be approved in the same manner as
this Plan as contemplated by Section 5 hereof for assigning to each Principal
Distributor of Class B Shares the portion of the total Distribution Fees payable
by the Fund in respect of the Class B Shares which has been earned by such
Principal Distributor, which shall be attached to and become a part of any
Distribution Agreement in respect of Class B Shares. For purposes of clause (I)
of the first sentence of this Section 3, the term "Initial Issue Commission
Share" shall mean, a Class B Share which is a Commission Share issued under
circumstances other than in connection with a permitted free exchange with
another fund. For purposes of the foregoing definition a "Commission Share"
shall mean each Class B Share which is issued under circumstances which would
normally give rise to an obligation of the holder of such Class B Share to pay a
CDSC upon redemption of such Share, including, without limitation, any Class B
Share issued in connection with a permitted free exchange, and any such Class B
Share shall not cease to be a Commission Share prior to the redemption
(including a redemption in connection with a permitted free exchange) or
conversion even though the obligation to pay the CDSC shall have expired or
conditions for thereof still exist.
4. 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 B Shares of the Fund.
5. This Plan shall become effective with respect to the Class B 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.
6. 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 5 herein.
7. 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.
8. This Plan may be terminated at any time with respect to the Class B Shares
by a majority vote of the Qualified Directors or by vote of a majority of the
outstanding voting securities of Class B Shares.
9. 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 B Shares and no material amendment to this Plan shall be
made unless approved in the manner provided in paragraph 5 herein.
10. 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 7 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 B Shares
RULE 12b-1 DISTRIBUTION PLAN
----------------------------
This distribution plan (the "Rule 12b-1 Distribution Plan" or the "Plan") has
been adopted by the Class B shareholders of Phoenix-Goodwin Multi-Sector Short
Term Bond Fund (the "Trust"), a Massachusetts business trust, on May 31, 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 B 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 5 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 B 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 B Shares of any
series its "Allocable Portion," as hereinafter defined, of the distribution fee
allowable under the Rules of Conduct of NASD Regulation, Inc. (the "Rules of
Conduct") in respect of such Class of Shares of such series, consisting of a
distribution fee at the rate of one-half of one percent (0.50%) 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 such series of the Trust. For
purposes of applying the limitation set forth in the Rules of Conduct on the
maximum amount of the Distribution Fee payable in respect of the Class B Shares
of any series, the Trust hereby elects to add to six and one quarter percent
(6.25%) of the issue price of the Class B Shares, or such other percentage as
may be proscribed in such Rules of Conduct, interest thereon at the rate of
prime plus one percent per annum. A contingent deferred sales charge ("CDSC")
also shall be payable by the holders of Class B Shares in the case of early
redemption of such Class B 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 B
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. Any Distribution Agreement in respect of Class B Shares of any series may
provide that: (I) the Principal Distributor in respect of such Distribution
Agreement will be deemed to have fully earned its Allocable Portion of the
Distribution Fee payable in respect of Class B Shares of such series upon the
sale of each "Initial Issue Commission Share" (as hereinafter defined) of such
series taken into account in determining such Principal Distributor's Allocable
Portion of such Distribution Fee; (II) except as provided in (III) below, the
Trust's obligation to pay such Principal Distributor its Allocable Portion of
the Distribution Fee payable in respect of the Class B Shares of such series
shall be absolute and unconditional and shall not be subject to dispute, offset,
counterclaim or any defense whatsoever (it being understood that such provision
is not a waiver of the Trust's right to pursue such Principal Distributor and
enforce such claims against the assets of such Principal Distributor other than
its right to the Distribution Fees and CDSCs in respect of the Class B Shares of
such series); (III) the Trust's obligation to pay such Principal Distributor its
Allocable Portion of the Distribution Fee payable in respect of the Class B
Shares of such series shall not be terminated or modified except to the extent
required by a change in the Act or the Rules of Conduct enacted or promulgated
after June 1, 2000 (a "Change-in-Applicable-Law"), or in connection with a
"Complete Termination" (as hereinafter defined) of this Plan in respect of the
Class B Shares of such series; (IV) the Trust will not waive or change any CDSC
in respect of the Class B Shares of such series, except as provided in the
Trust's Prospectus or statement of additional information without the consent of
the Principal Distributor (or its assigns); (V) except to the extent required by
a Change-in-Applicable-Law, neither the termination of such Principal
Distributor's role as principal distributor of the Class B Shares of such
series, nor the termination of such Distribution Agreement nor the termination
of this Plan will terminate such Principal Distributor's right to its Allocable
Portion of the CDSCs in respect of Class B Shares of such series sold prior to
such termination; (VI) except as provided in the Trust's Prospectus and
statement of additional information, until such Principal Distributor has been
paid its Allocable Portion of the Distribution Fees in respect of the Class B
Shares of such series, the Trust will not adopt a plan of liquidation in respect
of such series without the consent of such Principal Distributor (or its
assigns); and (VII) such Principal Distributor may sell and assign its rights to
its Allocable Portion of the Distribution Fees and CDSCs (but not such Principal
Distributor's obligations to the Trust under the Distribution Agreement) to
raise funds to make the expenditures related to the distribution of Class B
Shares of such series and in connection therewith, upon receipt of notice of
such sale and assignment, the Trust shall pay to the purchaser or assignee such
portion of the Principal Distributor's Allocable Portion of the Distribution
Fees in respect of the Class B Shares of such series so sold or assigned. For
purposes of this Plan, the term "Allocable Portion" means, in respect of
Distribution Fees payable in respect of the Class B Shares of any series as
applied to any Principal Distributor, the portion of such Distribution Fees and
CDSCs allocated to such Principal Distributor in accordance with the Allocation
Schedule (as hereinafter defined). For purposes of this Plan, the term "Complete
Termination" of this Plan means, in respect of any series, a termination of this
Plan involving the cessation of payments of Distribution Fees hereunder in
respect of Class B Shares of such series and the cessation of payments of
distribution fees pursuant to every other rule 12b-1 plan of the Trust in
respect of such series for every future class of shares which, in the good faith
determination of the Board of Trustees of the Trust, has substantially similar
economic characteristics to the Class B Shares taking into account the total
sales charge, contingent deferred sales charge and other similar charges, it
being understood that the existing Class A Shares do not have substantially
similar economic characteristics to the Class B Shares. For purposes of this
Plan, the term "Allocation Schedule" means, in respect of the Class B Shares of
any series, a schedule which shall be approved in the same manner as this Plan
as contemplated by Section 5 hereof for assigning to each Principal Distributor
of Class B Shares of such series the portion of the total Distribution Fees
payable by the Trust in respect of the Class B Shares of such series which has
been earned by such Principal Distributor, which shall be attached to and become
a part of any Distribution Agreement in respect of Class B Shares. For purposes
of clause (I) of the first sentence of this Section 3, the term "Initial Issue
Commission Share" shall mean, in respect of any series, a Class B Share which is
a Commission Share issued by such series under circumstances other than in
connection with a permitted free exchange with another fund. For purposes of the
foregoing definition a "Commission Share" shall mean, in respect of any series,
each Class B Share of such series which is issued under circumstances which
would normally give rise to an obligation of the holder of such Class B Share to
pay a CDSC upon redemption of such Share, including, without limitation, any
Class B Share of such Fund issued in connection with a permitted free exchange,
and any such Class B Share shall not cease to be a Commission Share prior to the
redemption (including a redemption in connection with a permitted free exchange)
or conversion even though the obligation to pay the CDSC shall have expired or
conditions for thereof still exist.
4. 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 B 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 B
Shares of any series if a majority of the outstanding voting securities of Class
B 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 B Shares of any other series, or (2) the matter has
not been approved by a majority of the outstanding voting securities of Class B
Shares of the Trust.
5. This Plan shall become effective with respect to the Class B 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.
6. 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 5 herein.
7. 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.
8. This Plan may be terminated at any time with respect to the Class B 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 B Shares of that series.
This Plan may remain in effect with respect to the Class B 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.
9. 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 B Shares and no material amendment to this Plan shall be
made unless approved in the manner provided in paragraph 5 herein.
10. 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 7 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.
