Exhibit o.2
First Amendment to the Amended and Restated Plan
Pursuant to Rule 18f-3
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PHOENIX FUNDS
(the "Funds")
FIRST AMENDMENT TO THE
AMENDED AND RESTATED PLAN PURSUANT TO RULE 18f-3
under the
INVESTMENT COMPANY ACT OF 1940
That certain Amended and Restated Plan Pursuant to Rule 18f-3 under the
Investment Company Act of 1940 duly adopted by the Board of Directors/Trustees
of the Funds on November 17, 1999, is hereby amended as follows:
The Board of Directors/Trustees has granted authority for the following
additional Fund to issue Class C Shares:
Phoenix Strategic Equity Series Fund: Phoenix-Seneca Equity
Opportunities Fund
Additionally, the Board of Directors/Trustees has granted authority
for the following Funds to issue Class X Shares:
Phoenix Multi-Portfolio Fund: Phoenix-Seneca Tax Sensitive Growth Fund
Phoenix Strategic Equity Series Fund: Phoenix-Seneca Equity
Opportunities Fund
Accordingly, Schedule A is amended as attached hereto.
This Amendment was approved by the Board of Directors/Trustees at a
meeting held on February 24, 2000.
/s/ Pamela S. Sinofsky
-------------------------
Assistant Secretary
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SCHEDULE A
(Updated as of February 25, 2000)
CLASS A CLASS B CLASS C CLASS
------- ------- ------- -----
<S> <C> <C> <C> <C>
PHOENIX-GOODWIN CALIFORNIA TAX-EXEMPT BONDS, INC. X X -
PHOENIX EQUITY SERIES FUND:
PHOENIX-DUFF & PHELPS CORE EQUITY FUND X X X
PHOENIX-OAKHURST GROWTH AND INCOME FUND X X X
PHOENIX-OAKHURST INCOME AND GROWTH FUND X X X
PHOENIX INVESTMENT TRUST 97:
PHOENIX-HOLLISTER SMALL CAP VALUE FUND X X X
PHOENIX-HOLLISTER VALUE EQUITY FUND X X X
PHOENIX MULTI-PORTFOLIO FUND: X X X
PHOENIX-ABERDEEN INTERNATIONAL FUND X X X
PHOENIX-SENECA MID-CAP FUND X X -
PHOENIX-DUFF & PHELPS REAL ESTATE SECURITIES FUND X X -
PHOENIX-GOODWIN TAX-EXEMPT BOND FUND X X -
PHOENIX-SENECA TAX SENSITIVE GROWTH FUND X X X X
PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME FUND, INC. X X X
PHOENIX GOODWIN MULTI-SECTOR SHORT TERM BOND FUND X X X
PHOENIX SERIES FUND:
PHOENIX-ENGEMANN AGGRESSIVE GROWTH FUND X X -
PHOENIX-OAKHURST BALANCED FUND X X -
PHOENIX-ENGEMANN CAPITAL GROWTH FUND X X -
PHOENIX-GOODWIN HIGH YIELD FUND X X X
PHOENIX-GOODWIN MONEY MARKET FUND X X X
PHOENIX-DUFF & PHELPS CORE BOND FUND X X X
PHOENIX STRATEGIC EQUITY SERIES FUND:
PHOENIX-SENECA EQUITY OPPORTUNITIES FUND X X X X
PHOENIX-ENGEMANN SMALL CAP FUND X X -
PHOENIX-SENECA STRATEGIC THEME FUND X X X
PHOENIX-OAKHURST STRATEGIC ALLOCATION FUND, INC. X X -
PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND X X X
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