Exhibit 15(c)
PHOENIX MULTI-SECTOR SHORT TERM BOND FUND
(the "Fund")
CLASS C SHARES
DISTRIBUTION PLAN
PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940
1. Introduction
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The Fund and Phoenix Equity Planning Corporation (the "Distributor"), a
broker-dealer registered under the Securities Exchange Act of 1934, have
entered into a Distribution Agreement pursuant to which the Distributor will
act as principal underwriter of each class of shares of the Fund for sale to
the permissible purchasers. The Trustees of the Fund have determined to adopt
this Distribution Plan (the "Plan"), in accordance with the requirements of
Section 12b-1 of the Investment Company Act of 1940, as amended (the "Act")
with respect to Class C shares of the Fund and have determined that there is
a reasonable likelihood that the Plan will benefit the Fund and its Class C
shareholders.
2. Rule 12b-1 Fees
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The Fund shall reimburse the Distributor, at the end of each month, up to
a maximum on an annual basis of .50% the average daily value of the net assets
of the Fund's Class C shares, subject to any applicable restrictions imposed by
rules of the National Association of Securities Dealers, Inc., for distribution
expenditures incurred by Distributor subsequent to the effectiveness of this
Plan, in connection with the sale and promotion of the Class C shares of the
Fund and the furnishing of services to Class C shareholders of the Fund. Such
expenditures shall consist of: (i) commissions to sales personnel for selling
Class C shares of the Fund (including underwriting commissions and finance
charges related to the payment of commissions); (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 selling agreements with the Distributor for services rendered in
connection with the sale and distribution of Class C shares of the Fund; (iv)
payment of expenses incurred in sales and promotional activities, including
advertising expenditures related to the Class C 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 Trustees of the Fund determine are reasonably calculated to result in
the sale of Class C shares of the Fund; provided however, that all or a portion
of such amount paid to the Distributor, which sum shall be equal to or less
than 0.25% annually of the average daily net assets of the Fund's Class C
shares, may be paid for reimbursing the costs of providing services to Class
C 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 Trustees 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.
3. Reports
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At least quarterly in each year this 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 Trustees of the Fund for their review, and the Trustees
shall review, a written report complying with the requirements of Rule 12b-1
under the Act regarding the amounts expended under this Plan and the purposes
for which such expenditures were made.
4. Required Approval
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This Plan shall not take effect until it, together with any related
agreement, has been approved by a vote of at least a majority of the Fund's
Trustees as well as a vote of at least a majority of the Trustees 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 this Plan or in any
related agreement (the "Disinterested Trustees"), cast in person at a meeting
called for the purpose of voting on this Plan or any related agreement and
this 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 Class C
shares (as such phrase is defined in the Act).
5. Term
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This Plan shall remain in effect for one year from the date of its
adoption and may be continued thereafter if specifically approved at least
annually by a vote of at least a majority of the Trustees of the Fund as well
as a majority of the Disinterested Trustees. 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 2 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 C shares of the Fund
and (b) all material amendments to this Plan must be approved by a majority
vote of the Trustees of the Fund and of the Disinterested Trustees cast in
person at a meeting called for the purpose of such vote.
6. Selection of Disinterested Trustees
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While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons (as defined in the Act) of the Fund shall be
committed to the discretion of the Disinterested Trustees then in office.
7. Related Agreements
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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 C 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.
8. Termination
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This Plan may be terminated at any time by a vote of a majority of the
Disinterested Trustees or by a vote of a majority of the outstanding voting
securities (as defined in the Act) of the Class C shares of the Fund. In the
event this Plan is terminated or otherwise discontinued, no further payments
hereunder will be made hereunder.
9. Records
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The Fund shall preserve copies of this Plan and any related agreements
and all reports made pursuant to Paragraph 3 hereof, and any other information,
estimates, projections and other materials that serve as a basis therefor,
considered by the Trustees 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 plan.
10. Non-Recourse
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The Fund's Declaration of Trust dated February 20, 1992, a copy of which,
together with the amendments thereto ("Declaration"), is on file in the office
of the Secretary of the Commonwealth of Massachusetts, refers to the Trustees
under the Declaration of Trust collectively as Trustees, but not as individuals
or personally, and no Trustee, shareholder, officer, employee or agent of the
Fund may be held to any personal liability, nor may any resort be had to their
private property for the satisfaction of any obligation or claim or otherwise
in connection with the affairs of the Fund but the Fund property only shall be
liable.
