Exhibit 5.1
FIRST AMENDMENT TO
PHOENIX MULTI-SECTOR FIXED INCOME FUND, INC.
MANAGEMENT AGREEMENT
THIS AMENDMENT made effective as of the 1st day of January, 1994 by and
between PHOENIX MULTI-SECTOR FIXED INCOME FUND, INC. f/k/a National Multi-Sector
Fixed Income Fund, Inc. (hereinafter called the "Fund") and NATIONAL SECURITIES
& RESEARCH CORPORATION (hereinafter called "Manager").
Preamble
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The Fund and the Manager have entered into a certain Management Agreement
dated May 14, 1993 (the "Agreement") wherein the Manager agreed inter alia, to
provide its advice and assistance to the Fund in exchange for which the Fund
agreed to pay a prescribed fee to the Manager.
On June 30, 1993, the Board of Directors of the Fund approved an amendment
to the Fund's Articles of Incorporation changing the name of the Fund to Phoenix
Multi-Sector Fixed Income Fund, Inc. At a special meeting of shareholders of the
Fund held on December 23, 1993, the requisite majority of shareholders of the
ratified the foregoing amendment.
On August 25, 1993, the Board of Directors of the Fund also approved an
amendment reducing the management fees payable to the Manager to a monthly fee
equivalent to the annual rate of 0.55% of the Fund's average daily net assets up
to $1 billion, 0.50% of the Fund's average daily net assets from $1 to $2
billion, and 0.45% of the Fund's average daily net assets in excess of $2
billion.
Accordingly, parties intend to amend the Agreement to reflect the present
name of the Fund and the revised management fees payable to the Manager.
NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the parties mutually agree that the Agreement is
hereby revised as follows:
1. Any and all references to "National Multi-Sector Fixed Income Fund,
Inc." are hereby deleted and "Phoenix Multi-Sector Fixed Income Fund, Inc." is
substituted therefor.
2. Paragraph numbered 8 of the Agreement is hereby deleted and the
following is inserted in lieu thereof:
As compensation to the Manager, the Fund will pay the Manager a management
fee equivalent to the annual rate of 0.55% of the Fund's average daily net
assets up to $1 billion, 0.50% of the Fund's average daily net assets from
$1 to $2
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billion, and 0.45% of the Fund's average daily net assets in excess of $2
billion. the Manager's fee will be accrued daily against the value of the
Fund's net assets and will be payable by the Fund on the last business day
of each month.
Except as herein modified, all other terms and provisions set forth in the
Agreement shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their officers thereunto duly authorized as of the day and year
first above written.
PHOENIX MULTI-SECTOR FIXED INCOME FUND, INC.
By: /s/ Xxxxxx X. XxXxxxxxxx
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Name: Xxxxxx X. XxXxxxxxxx
Title: President
Attest:
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Asst. Secretary
NATIONAL SECURITIES & RESEARCH CORPORATION
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Vice President
Attest:
By: /s/ Xxxxxxxx X. XxXxxxxxxx
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Xxxxxxxx X. XxXxxxxxxx
Assistant Secretary
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