Exhibit 15
DISTRIBUTION PLAN OF
NATIONAL MULTI-SECTOR FIXED INCOME FUND, INC.
PURSUANT TO RULE 12B-1
CLASS A SHARES
Distribution Plan for Class A shares dated May 14, 1993 (the "Plan"), of
NATIONAL MULTI-SECTOR FIXED INCOME FUND, INC. (the "Fund"), a Maryland
corporation.
WHEREAS, the Fund and Phoenix Equity Planning Corporation ("PEPCO" or the
"Distributor"), a wholly owned subsidiary of Phoenix Home Life Mutual Insurance
Company ("Phoenix Home Life") and a broker-dealer registered under the
Securities Exchange Act of 1934, have entered into an Underwriting Agreement
pursuant to which the Distributor will act as principal underwriter of shares of
the Fund for sale to the public;
WHEREAS, Phoenix Home Life has entered into an agreement with Xxxxxx Xxxx plc,
the indirect parent of National Securities Research Corporation ("NS&RC") and
its subsidiary, NSR Distributors, Inc. ("NSR"), the predecessor distributor of
the Fund, providing for the sale of the intermediate holding company parent of
NS&RC to Phoenix Home Life; and
WHEREAS, the Directors of the Fund have determined to adopt this Distribution
Plan (the "Plan"), in accordance with the requirements of Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act") and have determined that
there is a reasonable
likelihood that the Plan will benefit the Fund and its shareholders.
NOW THEREFORE, the Fund hereby adopts the Plan on the following terms and
conditions:
1. The Fund shall reimburse the Distributor, at the end of each month,
up to a maximum on an annual basis of 0.30% of the average daily value of the
net assets of the Fund's Class A shares, subject to any applicable restrictions
imposed by rules of the National Association of Securities Dealers, Inc., for
distribution expenditures incurred by NSR pursuant to the Fund's Distribution
Plan dated January 6, 1992 but unreimbursed prior to the effectiveness of this
Plan, and expenditures incurred by PEPCO subsequent to the effectiveness of this
Plan, in connection with the sale and promotion of the Class A shares of the
Fund and the furnishing of services to shareholders of the Fund. Such
expenditures shall consist of: (i) commissions to sales personnel for selling
Class A shares of the Fund; (ii) compensation, sales incentives and payments to
sales, marketing and service personnel; (iii) payments to broker-dealers and
other financial institutions which have entered into agreements with the
Distributor in the form of the Dealer Agreement for National Affiliated
Investment
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Companies for services rendered in connection with the sale and distribution of
Class A shares of the Fund, (iv) payment of expenses incurred in sales and
promotional activities, including advertising expenditures related to the Class
A shares of the Fund; (v) the costs of preparing and distributing promotional
materials; (vi) the cost of printing the Fund's Prospectus and Statement of
Additional Information for distribution to potential investors; and (vii) such
other similar services that the Directors of the Fund determine are reasonably
calculated to result in sales of Class A shares of the Fund; provided however,
that a portion of such amount paid to the Distributor, which portion shall be
equal to or less than 0.25% annually of the average daily net assets of the
Fund's Class A shares, may be paid for reimbursing the costs of providing
services to Class A shareholders, including assistance in connection with
inquiries related to shareholder accounts (the "Service Fee").
Amounts paid or payable by the Fund under this Plan or any agreement
with any person or entity relating to the implementation of this Plan ("related
agreement") shall only be used to pay for, or reimburse payment for, the
distribution expenditures described in the preceding paragraph and shall, given
all surrounding circumstances, represent charges within the range of what would
have been negotiated at arm's-length as payment for the specific sales or
promotional services and activities to be financed hereunder and any related
agreement, as determined by the Directors of the Fund, in the exercise of
reasonable business judgment, in light of fiduciary duties under state law and
Sections 36(a) and (b) of the Act and based upon appropriate business estimates
and projections. No amounts paid or payable by the Fund under this Plan or any
related agreement may be used to pay for, or reimburse payment for, sales or
promotional services or activities unless such payment or reimbursement takes
place prior to the earliest of (a) the last day of the one-year period
commencing on the last day of the calendar quarter during which the specific
service or activity was performed, or (b) the last day of the one-year period
commencing on the last day of the calendar quarter during which payment for the
service or activity was made by a third party on behalf of the Fund.
2. At least quarterly in each year the Plan remains in effect, the
Fund's Principal Accounting Officer or Treasurer, or such other person
authorized to direct the disposition of monies paid or payable by the Fund,
shall prepare and furnish to the Directors of the Fund for their review, and the
Directors shall review, a written report complying with the requirements of Rule
12b-1 under the Act regarding the amounts expended under the Plan and the
purposes for which such expenditures were made.
3. This Plan shall not take effect until it, together with any related
agreements, have been approved by a vote of at least a majority of the Fund's
Directors as well as a vote of at least a
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majority of the Directors of the Fund who are not interested persons (as defined
in the Act) of the Fund and who have no direct or indirect financial interest in
the operation of the Plan or in any related agreements (the "Disinterested
Directors") cast in person at a meeting called for the purpose of voting on the
Plan or any related agreement, and the Plan shall not take effect with respect
to the Fund until it has been approved by a vote of at least a majority of the
outstanding voting securities (as defined in the Act) of the Class A shares of
the Fund.
4. This Plan shall remain in effect for one year from the date of its
execution and may be continued thereafter if specifically approved at least
annually by a vote of at least a majority of the Directors of the Fund as well
as a majority of the Disinterested Directors. This Plan may be amended at any
time, provided that (a) the Plan may not be amended to increase materially the
amount of the distribution expenses provided in Paragraph 1 hereof (including
the Service Fee) without the approval of at least a majority of the outstanding
voting securities (as defined in the Act) of the Class A shares of the Fund and
(b) all material amendments to this Plan must be approved by a vote of the
Directors of the Fund and of the Disinterested Directors.
5. While this Plan is in effect, the selection and nomination of
Directors who are not interested persons (as defined in the Act) of the Fund
shall be committed to the discretion of the Disinterested Directors then in
office.
6. Any related agreement shall be in writing and shall provide that (a)
such agreement shall be subject to termination, without penalty, by vote of a
majority of the outstanding voting securities (as defined in the Act) of the
Class A shares of the Fund on not more than 60 days' written notice to the other
party to the agreement, and (b) such agreement shall terminate automatically in
the event of its assignment.
7. This Plan may be terminated at any time by a vote of a majority of
the Disinterested Directors or by a vote of a majority of the outstanding voting
securities (as defined in the Act) of the Class A shares of the Fund. In the
event the Plan is terminated or otherwise discontinued, no further payments
hereunder will be made by the Plan.
8. The Fund shall preserve copies of this Plan and any related
agreements and all reports made pursuant to Paragraph 2 hereof, and any other
information, estimates, projections and other materials that serve as a basis
therefore, considered by the Directors of the Fund, for a period of not less
than six years from the date of this Plan, the agreement or report, as the case
may be, the first two years in an easily accessible place.
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IN WITNESS WHEREOF, the Fund and its shareholders have adopted this
Plan as of this 14th day of May, 1993.
NATIONAL MULTI-SECTOR FIXED
INCOME FUND, INC.
CLASS A SHARES
By: /s/ Xxxxxx Xxx Xxxx
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Xxxxxx Xxx Xxxx, Vice President
Attest:
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Assistant Secretary
natl\multi. al2
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