AMENDED AND RESTATED PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
OF
TCW/DW NORTH AMERICAN GOVERNMENT INCOME TRUST
WHEREAS, TCW/DW North American Government Income Trust (the "Fund") is
engaged in business as an open-end management investment company and is
registered as such under the Investment Company Act of 1940, as amended (the
"Act"); and
WHEREAS, on June 2, 1992, the Fund and ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc. ("DWR")
entered into a separate Distribution Agreement, pursuant to which the Fund
employed DWR as distributor of the Fund's shares; and
WHEREAS, on June 2, 1992, the Fund adopted a Plan of Distribution pursuant to
Rule 12b-1 under the Act, and the Trustees then determined that there was a
reasonable likelihood that the Plan of Distribution would benefit the Fund and
its shareholders; and
WHEREAS, the Trustees believe that continuation of said Plan of Distribution,
as amended and restated herein, is reasonably likely to continue to benefit the
Fund and its shareholders; and
WHEREAS, on January 4, 1993, the Fund and DWR substituted ▇▇▇▇ ▇▇▇▇▇▇
Distributors Inc. (the "Distributor") in the place of DWR as distributor of the
Fund's shares; and
WHEREAS, the Fund, DWR and the Distributor intend that DWR will continue to
promote the sale of Fund shares and provide personal services to Fund
shareholders with respect to their holdings of Fund shares; and
WHEREAS, the Fund and the Distributor have entered into a separate
Distribution Agreement dated as of January 4, 1993, pursuant to which the Fund
has employed the Distributor in such capacity during the continuous offering of
shares of the Fund.
NOW, THEREFORE, the Fund hereby amends the Plan of Distribution previously
adopted and amended and restated, and the Distributor hereby agrees to the
terms of said Plan of Distribution (the "Plan"), as amended herein, in
accordance with Rule 12b-1 under the Act on the following terms and conditions:
1. The Fund is hereby authorized to utilize its assets to finance certain
activities in connection with the distribution of its shares.
2. Subject to the supervision of the Board of Trustees and the terms of the
Distribution Agreement, the Distributor is authorized to promote the
distribution of the Fund's shares and to provide related services through DWR,
its affiliates or other broker-dealers it may select, and its own Registered
Representatives. The Distributor, DWR, its affiliates and said broker-dealers
shall be reimbursed, directly or through the Distributor, as it may direct, as
provided in paragraph 4 hereof for their services and expenses, which may
include one or more of the following: (1) compensation to, and expenses of,
account executives and other employees, including overhead and telephone
expenses; (2) sales incentives and bonuses to sales representatives of the
Distributor, DWR, its affiliates and other broker-dealers, and to marketing
personnel in connection with promoting sales of shares of the Fund; (3)
expenses incurred in connection with promoting sales of shares of the Fund; (4)
preparing and distributing sales literature; and (5) providing advertising and
promotional activities, including direct mail solicitation and television,
radio, newspaper, magazine and other media advertisements.
3. The Distributor hereby undertakes to directly bear all costs of rendering
the services to be performed by it under this Plan and under the Distribution
Agreement, except for those specific expenses that the Board of Trustees
determines to reimburse as hereinafter set forth.
4. The Fund is hereby authorized to reimburse the Distributor, DWR, its
affiliates and other broker-dealers for distribution expenses incurred by them
specifically on bahalf of the Fund. Reimbursement will be made through payments
at the end of each month in such amounts determined at the beginning of each
fiscal quarter by the Fund's Board of Trustees, including a majority of the
Trustees who are not "interested persons" of the Fund, as defined in the Act.
The amount of each monthly payment may in no event exceed an amount equal to a
payment at the annual rate of 0.75 of 1% of the Fund's average net assets
during the month. In making quarterly determinations of the amounts that may be
expended by the Fund, the Distributor shall provide, and the Trustees shall
1
review, a quarterly budget of projected distribution expenses to be incurred by
the Distributor, DWR, its affiliates or other broker-dealers on behalf of the
Fund, together with a report explaining the purposes and anticipated benefits
of incurring such expenses. The Board of Trustees shall determine the
particular expenses, and the portion thereof, that may be borne by the Fund,
and in making such determination shall consider the scope of the Distributor's
commitment to promoting the distribution of the shares of the Fund directly or
through DWR, its affiliates or other broker-dealers. All payments made
hereunder pursuant to the Plan shall be in accordance with the terms and
limitations of the Rules of Fair Practice of the National Association of
Securities Dealers, Inc.
5. The Distributor may direct that all or any part of the amounts receivable
by it under this Plan be paid directly to DWR, its affiliates or other broker-
dealers.
6. If, as of the end of any fiscal year, the actual expenses incurred by the
Distributor, DWR, its affiliates and other broker-dealers on behalf of the Fund
(including accrued expenses and amounts reserved for incentive compensation and
bonuses) are less than the amount of payments made by the Fund pursuant to this
Plan, the Distributor shall promptly make appropriate reimbursement to the
Fund. If, however, as of the end of any fiscal year, the actual expenses of the
Distributor, DWR, its affiliates and other broker-dealers are greater than the
amount of payments made by the Fund pursuant to this Plan, the Fund will not
reimburse the Distributor, DWR, its affiliates or other broker-dealers for such
expenses through payments accrued pursuant to this Plan in the subsequent
fiscal year.
7. The Distributor shall provide the Fund for review by the Board of
Trustees, and the Board of Trustees shall review, promptly after the end of
each fiscal quarter a written report regarding the distribution expenses
incurred by the Distributor, DWR, its affiliates or other broker-dealers on
behalf of the Fund during such fiscal quarter, which report shall include: (1)
an itemization of the types of expenses and the purposes therefor; (2) the
amounts of such expenses; and (3) a description of the benefits derived by the
Fund.
8. This Plan, as amended and restated, shall become effective upon approval
by a vote of the Board of Trustees of the Fund, and of the Trustees who are not
"interested persons" of the Fund, as defined in the Act, and who have no direct
or indirect financial interest in the operation of this Plan, cast in person at
a meeting called for the purpose of voting on this Plan.
9. This Plan shall continue in effect until April 30, 1993, and from year to
year thereafter, provided such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 8
hereof. This Plan may not be amended to increase materially the amount to be
spent for the services described herein unless such amendment is approved by a
vote of at least a majority of the outstanding voting securities of the Fund,
as defined in the Act, and no material amendment to this Plan shall be made
unless approved in the manner provided for approval in paragraph 8 hereof.
10. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Trustees who are not "interested persons"
of the Fund, as defined in the Act, and who have no direct or indirect
financial interest in the operation of this Plan or by a vote of a majority of
the outstanding voting securities of the Fund, as defined in the Act, on no
more than 30 days' written notice to any other party to this Plan.
11. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons.
12. The Fund shall preserve copies of this Plan and all reports made pursuant
to paragraph 7 hereof, for a period of not less than six years from the date of
this Plan, as amended and restated herein, or any such report, as the case may
be, the first two years in an easily accessible place.
13. This Plan shall be construed in accordance with the laws of the State of
New York and the applicable provisions of the Act. To the extent the applicable
law of the State of New York, or any of the provisions herein, conflict with
the applicable provisions of the Act, the latter shall control.
14. The Declaration of Trust establishing TCW/DW North American Government
Income Trust, dated February 19, 1992, a copy of which, together with all
amendments thereto (the "Declaration"), is on file in the office of the
Secretary of the Commonwealth of Massachusetts, provides that the name TCW/DW
North American Government Income Trust refers to the Trustees under the
Declaration collectively as Trustees, but not as
2
individuals or personally; and no Trustee, shareholder, officer, employee or
agent of TCW/DW North American Government Income Trust shall be held to any
personal liability, nor shall resort be had to their private property for the
satisfaction of any obligation or claim or otherwise, in connection with the
affairs of said TCW/DW North American Government Income Trust, but the Trust
Estate only shall be liable.
IN WITNESS WHEREOF, the Fund, the Distributor and DWR have executed this
amended and restated Plan of Distribution, as amended, as of the day and year
set forth below in New York, New York.
Date: June 2, 1992 TCW/DW NORTH AMERICAN GOVERNMENT
As amended on January 4, 1993 INCOME TRUST
and April 28, 1993
By: .............................
Attest:
.............................
▇▇▇▇ ▇▇▇▇▇▇ DISTRIBUTORS INC.
By: .............................
Attest:
.............................
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INC.
By: .............................
Attest:
.............................
3
