<PAGE>
As filed with the Securities and Exchange Commission on September 4, 1997
File Nos. 33-1922
811-4506
Securities and Exchange Commission
Washington, D.C. 20549
F O R M N-1A
Registration Statement Under the Securities Act of 1933
Post-Effective Amendment No. 25 /x/
and
Registration Statement Under the Investment Company Act of 1940
Amendment No. 28 /x/
--------------------
PHOENIX-ENGEMANN FUNDS
(formerly called Pasadena Investment Trust)
(Exact Name of Registrant as Specified in Charter)
600 North Rosemead Boulevard, Pasadena, California 91107-2133
(Address of Principal Executive Office)
(626) 351-9686
(Registrant's Telephone Number, Including Area Code)
ROGER ENGEMANN
600 North Rosemead Boulevard, Pasadena, California 91107-2138
(Name and Address of Agent for Service)
----------------
It is proposed that this filing will become effective:
x Immediately upon filing pursuant to paragraph (b) of Rule 485, or
---
on __________, 1996 pursuant to paragraph (b) of Rule 485, or
---
60 days after filing pursuant to paragraph (a)(1) of Rule 485, or
---
on __________ pursuant to paragraph (a)(1) of Rule 485, or
---
75 days after filing pursuant to paragraph (a)(2) of Rule 485, or
---
on ________ pursuant to paragraph (a)(2) of Rule 485.
---
The Registrant has registered 6,983,368 shares pursuant to
Rule 24e-2 and an indefinite number of shares pursuant to Rule
24f-2 of the Investment Company Act of 1940, both registered
under the Securities Act of 1933. The Registrant's Notice
required by Rule 24f-2 for its fiscal year ended December 31,
1996 was filed on or before February 28, 1997.
------------
Please Send Copy of Communications to:
JULIE ALLECTA, ESQ.
KELVIN K. LEUNG, ESQ.
Paul, Hastings, Janofsky & Walker, LLP
345 California Street, 29th Floor
San Francisco, California 94104
(415) 835-1600
<PAGE>
PHOENIX-ENGEMANN FUNDS
THE PHOENIX-ENGEMANN GROWTH FUND-REGISTERED TRADEMARK-
THE PHOENIX-ENGEMANN NIFTY FIFTY FUND-REGISTERED TRADEMARK-
THE PHOENIX-ENGEMANN BALANCED RETURN FUND-REGISTERED TRADEMARK-
THE PHOENIX-ENGEMANN GLOBAL GROWTH FUND-SM-
THE PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH FUND-SM-
THE PHOENIX-ENGEMANN VALUE 25 FUND-SM-
CONTENTS OF POST-EFFECTIVE AMENDMENT
This Post-Effective Amendment to the Registration Statement of the Pasadena
Investment Trust contains the following documents:
- Facing Sheet
- Contents of Post-Effective Amendment
- Cross-Reference Sheets for the above-referenced Funds
- Part A: Supplement to Prospectus for the above-referenced Funds
- Part B: Supplement to Statement of Additional Information for the
above-referenced Funds
- Part C: Other Information
- Signature Page
i
<PAGE>
PHOENIX-ENGEMANN FUNDS
THE PHOENIX-ENGEMANN GROWTH FUND-Registered Trademark-
THE PHOENIX-ENGEMANN NIFTY FIFTY FUND-Registered Trademark-
THE PHOENIX-ENGEMANN BALANCED RETURN FUND-Registered Trademark-
THE PHOENIX-ENGEMANN GLOBAL GROWTH FUND-SM-
THE PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH FUND-SM-
THE PHOENIX-ENGEMANN VALUE 25 FUND-SM-
CROSS REFERENCE SHEET
FORM N-1A
N-1A Location in
Item No. Item Registration Statement
- -------- ---- ----------------------
Part A: Information Required in Prospectus
----------------------------------
1. Cover Page Cover Page
2. Synopsis "Synopsis" and "Expense
and Fee Tables"
3. Condensed Financial Information "Financial Highlights"
4. General Description of Registrant "Synopsis," "Investment
Objectives and Policies,"
and "Description of the
Trust"
5. Management of the Fund "Management"
5A. Management's Discussion of "Performance Information"
Fund Performance
6. Capital Stock and Other "Synopsis," "Alternative
Securities Purchase Arrangements,"
"Description of the
Trust," "Dividends,
Distributions, and Taxes"
and "General Information"
7. Purchase of Securities "Synopsis," "Alternative
Being Offered Purchase Arrangements,"
"Purchase of Shares" and
"Determination of Net
Asset Value"
8. Redemption or Repurchase "Synopsis," "Redemption
of Shares" and
"Alternative Purchase
Arrangements"
9. Pending Legal Proceedings Not Applicable
ii
<PAGE>
Part B: Information Required in Statement
of Additional Information
---------------------------------
10. Cover Page Cover Page
11. Table of Contents Cover Page
12. General Information and History "General"
13. Investment Objectives "Investment Objectives
and Policies and Policies"
14. Management of the Fund "Management of the Trust"
15. Control Persons and Principal "Management of the Trust"
Holders of Securities and "General"
16. Investment Advisory and "Management of the
Other Services Trust," "Investment
Management Services" and
"Class B and Class C
Distribution Plans"
17. Brokerage Allocation and "Brokerage Allocation and
Other Practices Other Practices"
18. Capital Stock and Other See "Description of the
Securities Trust" in Prospectus
19. Purchase, Redemption and Pricing "Purchase, Redemption and
of Securities Being Offered Pricing of Fund Shares"
20. Tax Status "Distributions and Tax
Status"
21. Underwriters "Principal Underwriter"
and "Class B and Class C
Distribution Plans"
22. Calculation of Performance Data "Performance Information"
23. Financial Statements "Financial Statements"
iii
<PAGE>
PART A
_______________________
SUPPLEMENT TO
PROSPECTUS
THE PHOENIX-ENGEMANN GROWTH FUND-Registered Trademark-
THE PHOENIX-ENGEMANN NIFTY FIFTY FUND-Registered Trademark-
THE PHOENIX-ENGEMANN BALANCED RETURN FUND-Registered Trademark-
THE PHOENIX-ENGEMANN GLOBAL GROWTH FUND-SM-
THE PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH FUND-SM-
THE PHOENIX-ENGEMANN VALUE 25 FUND-SM-
_______________________
<PAGE>
PASADENA INVESTMENT TRUST
SUPPLEMENT DATED SEPTEMBER 3, 1997 TO
PROSPECTUS DATED MARCH 31, 1997
FOR EACH FUND
On September 3, 1997, Pasadena Capital Corporation, the parent company of
Roger Engemann Management Co., Inc., completed its merger with Phoenix Duff &
Phelps Corporation. At a special meeting of shareholders on August 28, 1997, the
shareholders of each Fund approved a new Investment Management Agreement with
Roger Engemann & Associates, Inc. as the new investment manager (the "New
Manager") for each Fund, effective September 3, 1997, for an initial two-year
period. The New Manager has not changed how the Funds are managed.
The New Manager will be a wholly-owned subsidiary of Phoenix Duff & Phelps
Corporation, located at 56 Prospect Street, Hartford, Connecticut. Phoenix Duff
& Phelps Corporation is a 60-percent owned subsidiary of Phoenix Home Life
Mutual Insurance Company of Hartford, Connecticut. Phoenix Home Life Mutual
Insurance Company is a mutual insurance company engaged in the investment and
life insurance businesses with assets of approximately $14 billion as of
December 31, 1996.
Subsequent to the closing of the merger transaction, each Fund was renamed
from a "Pasadena" Fund to a "Phoenix-Engemann" Fund. As a result, The Pasadena
Growth Fund is now called the Phoenix-Engemann Growth Fund, The Pasadena Nifty
Fifty Fund is now called the Phoenix-Engemann Nifty Fifty Fund, The Pasadena
Balanced Return Fund is now called the Phoenix-Engemann Balanced Return Fund,
The Pasadena Global Growth Fund is now called the Phoenix-Engemann Global Growth
Fund, The Pasadena Small & Mid-Cap Growth Fund is now called the
Phoenix-Engemann Small & Mid-Cap Growth Fund and The Pasadena Value 25 Fund is
now called the Phoenix-Engemann Value 25 Fund. Also, the name of the Trust was
renamed from Pasadena Investment Trust to Phoenix-Engemann Funds.
At the special meeting of shareholders on August 28, 1997, the shareholders
approved the selection of Price Waterhouse LLP, independent accountants, as
auditors of the Funds.
Phoenix Equity Planning Corporation, an affiliate of the New Manager, has
replaced Pasadena Fund Services, Inc. as the distributor for the Funds. Phoenix
Equity Planning Corporation has also become the administrator for the Funds with
the New Manager being the sub-administrator for the Funds.
Set forth on the following pages are the new fee tables for each Fund.
<PAGE>
GROWTH FUND
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
----------- ----------- -----------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales "Load" Imposed on Purchases (as percentage of offering
price)............................................................. 5.50% None None
Maximum Sales "Load" Imposed on Reinvestment of Distributions........ None None None
Maximum Deferred Sales Charge........................................ None 5.00% None
Redemption Fees+..................................................... None None None
Exchange Fees........................................................ None None None
ANNUAL FUND OPERATING EXPENSES*:
Management Fees...................................................... 0.81%** 0.81%** 0.81%**
12b-1 Fees........................................................... None 0.75% 0.75%
Other Expenses
Administration Fees................................................ 0.51%
Services Fees...................................................... 0.25%
Fiduciary/Audit Expenses........................................... 0.02%
---
Total Other Expenses............................................... 0.78% 0.78% 0.78%
--- --- ---
Total Fund Operating Expenses........................................ 1.59% 2.34% 2.34%
--- --- ---
--- --- ---
</TABLE>
- ------------------------
Footnotes on page 7
EXAMPLES
An investor would bear the following transaction and operating
expenses in each Class of the Growth Fund over different time
periods, assuming a $1,000 investment, a 5% annual return, and
redemption at the end of each time period:
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
-------- -------- --------
<S> <C> <C> <C>
1 year....................... $ 70 $ 74 $ 24
3 years...................... 102 103 73
5 years...................... 137 125 125
10 years...................... 233 232 *** 268
</TABLE>
An investor would bear the following transaction and operating
expenses on the same $1,000 investment, assuming no redemption at
the end of each time period:
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
-------- -------- --------
<S> <C> <C> <C>
1 year....................... $ 70 $ 24 $ 24
3 years...................... 102 73 73
5 years...................... 137 125 125
10 years...................... 233 232 *** 268
</TABLE>
- ------------------------
*** Ten-year figure assumes conversion of Class B shares to Class A shares at
beginning of seventh year following the date of purchase.
2
<PAGE>
BALANCED RETURN FUND
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
----------- ----------- -----------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales "Load" Imposed on Purchases (as percentage of offering
price)............................................................. 5.50% None None
Maximum Sales "Load" Imposed on Reinvestment of Distributions........ None None None
Maximum Deferred Sales Charge........................................ None 5.00% None
Redemption Fees+..................................................... None None None
Exchange Fees........................................................ None None None
ANNUAL FUND OPERATING EXPENSES*:
Management Fees...................................................... 0.79%** 0.79%** 0.79%**
12b-1 Fees........................................................... None 0.75% 0.75%
Other Expenses
Administration Fees................................................ 0.59%
Services Fees...................................................... 0.25%
Fiduciary/Audit Expenses........................................... 0.02%
---
Total Other Expenses............................................... 0.86% 0.86% 0.86%
--- --- ---
Total Fund Operating Expenses........................................ 1.65% 2.40% 2.40%
--- --- ---
--- --- ---
</TABLE>
- ------------------------
Footnotes on page 7
EXAMPLES
An investor would bear the following transaction and operating
expenses in each Class of the Balanced Return Fund over different
time periods, assuming a $1,000 investment, a 5% annual return,
and redemption at the end of each time period:
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
-------- -------- --------
<S> <C> <C> <C>
1 year....................... $ 71 $ 74 $ 24
3 years...................... 104 105 75
5 years...................... 140 128 128
10 years...................... 240 238 *** 274
</TABLE>
An investor would bear the following transaction and operating
expenses on the same $1,000 investment, assuming no redemption at
the end of each time period:
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
-------- -------- --------
<S> <C> <C> <C>
1 year....................... $ 71 $ 24 $ 24
3 years...................... 104 73 75
5 years...................... 140 128 128
10 years...................... 240 238 *** 274
</TABLE>
- ------------------------
*** Ten-year figure assumes conversion of Class B shares to Class A shares at
beginning of seventh year following the date of purchase.
3
<PAGE>
NIFTY FIFTY FUND
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
----------- ----------- -----------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales "Load" Imposed on Purchases (as percentage of offering
price)................................................................ 5.50% None None
Maximum Sales "Load" Imposed on Reinvestment of Distributions........... None None None
Maximum Deferred Sales Charge........................................... None 5.00% None
Redemption Fees+........................................................ None None None
Exchange Fees........................................................... None None None
ANNUAL FUND OPERATING EXPENSES*:
Management Fees......................................................... 0.83%** 0.83%** 0.83%**
12b-1 Fees.............................................................. None 0.75% 0.75%
Other Expenses
Administration Fees..................................................... 0.53%
Services Fees........................................................... 0.25%
Fiduciary/Audit Expenses................................................ 0.02%
---
Total Other Expenses.................................................... 0.80% 0.80% 0.80%
--- --- ---
Total Fund Operating Expenses............................................. 1.63% 2.38% 2.38%
--- --- ---
--- --- ---
</TABLE>
- ------------------------
Footnotes on page 7
EXAMPLES
An investor would bear the following transaction and operating
expenses in each Class of the Nifty Fifty Fund over different time
periods, assuming a $1,000 investment, a 5% annual return, and
redemption at the end of each time period:
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
-------- -------- --------
<S> <C> <C> <C>
1 year....................... $ 70 $ 74 $ 24
3 years...................... 103 104 74
5 years...................... 139 127 127
10 years...................... 238 236 *** 272
</TABLE>
An investor would bear the following transaction and operating
expenses on the same $1,000 investment, assuming no redemption at
the end of each time period:
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
-------- -------- --------
<S> <C> <C> <C>
1 year....................... $ 70 $ 24 $ 24
3 years...................... 103 74 74
5 years...................... 139 127 127
10 years...................... 238 236 *** 272
</TABLE>
- ------------------------
*** Ten-year figure assumes conversion of Class B shares to Class A shares at
beginning of seventh year following the date of purchase.
4
<PAGE>
GLOBAL GROWTH FUND
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
----------- ----------- -----------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales "Load" Imposed on Purchases (as percentage of offering
price)................................................................ 5.50% None None
Maximum Sales "Load" Imposed on Reinvestment of Distributions........... None None None
Maximum Deferred Sales Charge........................................... None 5.00% 1.00%
Redemption Fees+........................................................ None None None
Exchange Fees........................................................... None None None
ANNUAL FUND OPERATING EXPENSES*:
(After Fee and Expense Waivers)
Management Fees......................................................... 1.10% 1.10% 1.10%
12b-1 Fees.............................................................. None 0.75% 0.75%
Other Expenses
Administration Fees..................................................... 0.58%
Services Fees........................................................... 0.25%
Fiduciary/Audit Expenses................................................ 0.02%
---
Total Other Expenses.................................................... 0.85% 0.85% 0.85%
--- --- ---
Total Fund Operating Expenses............................................. 1.95% 2.70% 2.70%
--- --- ---
--- --- ---
</TABLE>
- ------------------------
Footnotes on page 7
EXAMPLES
An investor would bear the following transaction and operating
expenses in each Class of a Fund over different time periods,
assuming a $1,000 investment, a 5% annual return, and redemption
at the end of each time period:
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
-------- -------- --------
<S> <C> <C> <C>
1 year....................... $ 74 $ 77 $ 37
3 years...................... 113 114 84
5 years...................... 154 143 143
10 years..................... 270 269 *** 303
</TABLE>
An investor would bear the following transaction and operating
expenses on the same $1,000 investment, assuming no redemption at
the end of each time period:
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
-------- -------- --------
<S> <C> <C> <C>
1 year....................... $ 74 $ 27 $ 27
3 years...................... 113 84 84
5 years...................... 154 143 143
10 years..................... 270 269 *** 303
</TABLE>
- ------------------------
*** Ten-year figure assumes conversion of Class B shares to Class A shares at
beginning of seventh year following the date of purchase.
5
<PAGE>
SMALL & MID-CAP GROWTH FUND
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
----------- ----------- -----------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales "Load" Imposed on Purchases (as percentage of offering
price)............................................................. 5.50% None None
Maximum Sales "Load" Imposed on Reinvestment of Distributions........ None None None
Maximum Deferred Sales Charge........................................ None 5.00% 1.00%
Redemption Fees+..................................................... None None None
Exchange Fees........................................................ None None None
ANNUAL FUND OPERATING EXPENSES*:
(After Fee and Expense Waivers)
Management Fees...................................................... 1.00% 1.00% 1.00%
12b-1 Fees........................................................... None 0.75% 0.75%
Other Expenses
Administration Fees................................................ 0.58%
Services Fees...................................................... 0.25%
Fiduciary/Audit Expenses........................................... 0.02%
---
Total Other Expenses............................................... 0.85% 0.85% 0.85%
--- --- ---
Total Fund Operating Expenses.......................................... 1.85% 2.60% 2.60%
--- --- ---
--- --- ---
</TABLE>
- ------------------------
Footnotes on page 7
EXAMPLES
An investor would bear the following transaction and operating
expenses in each Class of the Small & Mid-Cap Growth Fund over
different time periods, assuming a $1,000 investment, a 5% annual
return, and redemption at the end of each time period:
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
-------- -------- --------
<S> <C> <C> <C>
1 year....................... $ 73 $ 76 $ 36
3 years...................... 110 111 81
5 years...................... 149 138 138
10 years...................... 260 258 *** 293
</TABLE>
An investor would bear the following transaction and operating
expenses on the same $1,000 investment, assuming no redemption at
the end of each time period:
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
-------- -------- --------
<S> <C> <C> <C>
1 year....................... $ 73 $ 26 $ 26
3 years...................... 110 81 81
5 years...................... 149 138 138
10 years...................... 260 258*** 293
</TABLE>
6
<PAGE>
VALUE 25 FUND
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
----------- ----------- -----------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales "Load" Imposed on Purchases (as percentage of offering
price)............................................................. 5.50% None None
Maximum Sales "Load" Imposed on Reinvestment of Distributions........ None None None
Maximum Deferred Sales Charge........................................ None 5.00% 1.00%
Redemption Fees+..................................................... None None None
Exchange Fees........................................................ None None None
ANNUAL FUND OPERATING EXPENSES*:
(After Fee and Expense Waivers)
Management Fees...................................................... 0.90% 0.90% 0.90%
12b-1 Fees........................................................... None 0.75% 0.75%
Other Expenses
Administration Fees................................................ 0.58%
Services Fees...................................................... 0.25%
Fiduciary/Audit Expenses........................................... 0.02%
---
Total Other Expenses............................................... 0.85% 0.85% 0.85%
--- --- ---
Total Fund Operating Expenses.......................................... 1.75% 2.50% 2.50%
--- --- ---
--- --- ---
</TABLE>
- ------------------------
+ A $10.00 fee may be charged for redemptions made by bank wire.
* Operating expense information for the Funds have been restated to reflect
current fees.
** The new management fee for the Growth Fund is 0.90% of the first $50 million
of average daily net assets, plus 0.80% of the next $450 million of average
daily net assets, and 0.70% of average daily net assets above $500 million;
the new management fee for the Balanced Return Fund is 0.80% of the first
$50 million of average daily net assets, plus 0.70% of the next $450 million
of average daily net assets, and 0.60% of average daily net assets above
$500 million; and the new management fee for the Nifty Fifty Fund is 0.90%
of the first $50 million of average daily net assets, plus 0.80% of the next
$450 million of average daily net assets, and 0.70% of average daily net
assets above $500 million.
*** Ten-year figure assumes conversion of Class B shares to Class A shares at
beginning of seventh year following the date of purchase.
EXAMPLES
An investor would bear the following transaction and operating
expenses in each Class of a Fund over different time periods,
assuming a $1,000 investment, a 5% annual return, and redemption
at the end of each time period:
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
-------- -------- --------
<S> <C> <C> <C>
1 year........................ $ 72 $ 75 $ 35
3 years....................... 107 108 78
</TABLE>
An investor would bear the following transaction and operating
expenses on the same $1,000 investment, assuming no redemption at
the end of each time period:
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
-------- -------- --------
<S> <C> <C> <C>
1 year........................ $ 72 $ 25 $ 25
3 years....................... 107 78 78
</TABLE>
THE EXAMPLES SHOWN ABOVE SHOULD NOT BE CONSIDERED REPRESENTATIONS OF PAST OR
FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN.
IN ADDITION, FEDERAL REGULATIONS REQUIRE THE EXAMPLE TO ASSUME A 5% ANNUAL
RETURN, BUT THE ACTUAL RETURN MAY BE HIGHER OR LOWER. SEE "PURCHASE OF SHARES"
AND "MANAGEMENT."
7
<PAGE>
PART B
_______________________
SUPPLEMENT TO
STATEMENT OF
ADDITIONAL INFORMATION
THE PHOENIX-ENGEMANN GROWTH FUND-Registered Trademark-
THE PHOENIX-ENGEMANN NIFTY FIFTY FUND-Registered Trademark-
THE PHOENIX-ENGEMANN BALANCED RETURN FUND-Registered Trademark-
THE PHOENIX-ENGEMANN GLOBAL GROWTH FUND-SM-
THE PHOENIX-ENGEMANN SMALL & MID-CAP GROWTH FUND-SM-
THE PHOENIX-ENGEMANN VALUE 25 FUND-SM-
_______________________
<PAGE>
PASADENA INVESTMENT TRUST
SUPPLEMENT DATED SEPTEMBER 3, 1997 TO
STATEMENT OF ADDITIONAL INFORMATION DATED MARCH 31, 1997
FOR EACH FUND
On September 3, 1997, Pasadena Capital Corporation, the parent company of
Roger Engemann Management Co., Inc., completed its merger with Phoenix Duff &
Phelps Corporation. At a special meeting of shareholders on August 28, 1997, the
shareholders of each Fund approved a new Investment Management Agreement with
Roger Engemann & Associates, Inc. as the new manager (the "New Manager"),
effective September 3, 1997, for an initial two-year period. The New Manager has
not changed how the Funds are managed.
Phoenix Equity Planning Corporation, an affiliate of the New Manager, has
replaced Pasadena Fund Services, Inc. as the distributor for the Funds. Phoenix
Equity Planning Corporation has also become the administrator for the Funds with
the New Manager being the sub-administrator for the Funds.
Trustees
Effective September 3, 1997, two current Trustees of the Funds -- Michael
Stolper and John S. Tilson, resigned from their positions as Trustees, leaving
the Board with five members, four of whom are independent of both Roger Engemann
Management Co., Inc. and Roger Engemann & Associates, Inc. This restructuring of
the Board is necessary in order to comply with the requirement of Section 15(f)
of the 1940 Act that 75% of the Board be independent for at least a three-year
period following the merger of Pasadena Capital Corporation, the parent of Roger
Engemann Management Co., with Phoenix Duff & Phelps Corporation.
<PAGE>
PART C
-----------------------
OTHER INFORMATION
-----------------------
<PAGE>
PHOENIX-ENGEMANN FUNDS
F O R M N-1A
PART C. OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements:
Audited financial statements for the year ended December 31, 1996 for
each of The Phoenix-Engemann Growth Fund, The Phoenix-Engemann Nifty
Fifty Fund, The Phoenix-Engemann Balanced Return Fund, The
Phoenix-Engemann Global Growth Fund and The Phoenix-Engemann Small &
Mid-Cap Growth Fund (formerly called The Pasadena Growth Fund, The
Pasadena Balanced Return Fund, The Pasadena Nifty Fifty Fund, The
Pasadena Global Growth Fund and the Pasadena Small & Mid-Cap Growth
Fund, respectively), including the Report of the Independent
Accountants, Statements of Assets and Liabilities, Schedules of
Investment in Securities, Statements of Operations, Statements of
Changes in Net Assets, Financial Highlights, and Notes to Financial
Statements, are incorporated in the Statement of Additional
Information relating to such Funds by reference to the Annual Report
to Shareholders of such Funds for the year ended December 31, 1996.
Unaudited financial statements for the six-month period ended
June 30, 1997 for each of The Phoenix-Engemann Growth Fund, The
Phoenix-Engemann Nifty Fifty Fund, The Phoenix-Engemann Balanced
Return Fund, The Phoenix-Engemann Global Growth Fund, The
Phoenix-Engemann Small & Mid-Cap Growth Fund and The Phoenix-Engemann
Value 25 Fund (formerly called The Pasadena Growth Fund, The Pasadena
Balanced Return Fund, The Pasadena Nifty Fifty Fund, The Pasadena
Global Growth Fund, The Pasadena Small & Mid-Cap Growth Fund and The
Pasadena Value 25 Fund, respectively), including the Statements of
Assets and Liabilities, Schedules of Investment in Securities,
Statements of Operations, Statements of Changes in Net Assets,
Financial Highlights, and Notes to Financial Statments, are
incorporated in the Statement of Additional Information relating to
such Funds by reference to the Semi-Annual Report to Shareholders of
such Funds for the period ended June 30, 1997.
(b) Exhibits:
(1) Amended and Restated Agreement and Declaration of Trust(5)
(2) By-Laws(1)
(3) Voting Trust Agreement -- Not Applicable
(4) Specimen Share Certificate -- Not Applicable
(5)(A) Investment Management Agreement
(5)(B) Administration Agreement(4)
(6)(A) Underwriting Agreement with Pasadena Fund Services, Inc.(7)
(6)(B) Form of Master Selling Agreement(4)
(6)(C) Amendment to Underwriting Agreement(6)
(7) Bonus, Profit Sharing, Pension and Other Similar Arrangements -
- Not Applicable
(8) Custodian Agreement(1)
(9) Other Material Contracts -- Agreement and Plan of
Reorganization(1)
(10) Opinion and Consent of Counsel(1)
(11) Consents of Certified Public Accountants
(12) Financial Statements Omitted from Item 23 -- Not Applicable
(13) Letter of Understanding relating to initial capital -- Not
Applicable
(14) Model Retirement Plans(2)
(15) Form of Rule 12b-1 Plan For Class B/C Shares(6)
C-1
<PAGE>
(16) Performance Calculations(3)
(17) Financial Data Schedules
(18) Multiple Class Plan (Amended)(8)
- ------------------
(1) Previously filed as part of Pre-Effective Amendment No. 3 to the
Registrant's Registration Statement as filed in June 1986.
(2) Previously filed as part of Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement as filed on January 22, 1986.
(3) Previously filed as part of Post-Effective Amendment No. 11 to the
Registrant's Registration Statement as filed on April 16, 1992.
(4) Previously filed as part of Post-Effective Amendment No. 12 to the
Registrant's Registration Statement as filed on December 23, 1992.
(5) Previously filed as part of Post-Effective Amendment No. 14 to the
Registrant's Registration Statement as filed on August 27, 1993.
(6) Previously filed as part of Post-Effective Amendment No. 15 to the
Registrant's Registration Statement as filed on October 29, 1993.
(7) Previously filed as part of Post-Effective Amendment No. 18 to the
Registrant's Registration Statement as filed on August 10, 1994.
(8) Previously filed as part of Post-Effective Amendment No. 20 to the
Registrant's Registration Statement as filed on April 24, 1996.
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
Item 26. NUMBER OF HOLDERS OF SECURITIES.
As of June 30, 1997, the Registrant had the following approximate number of
shareholder accounts:
<PAGE>
Number of
Title of Class Accounts
-------------- ---------
Shares of beneficial interest:
The Pasadena Growth Fund 13,935
The Pasadena Balanced Return Fund 2,140
The Pasadena Nifty Fifty Fund 6,291
The Pasadena Global Growth Fund 934
The Pasadena Small & Mid-Cap Growth Fund 747
The Pasadena Value 25 Fund 533
Item 27. INDEMNIFICATION.
Please see Article VI of the Registrant's By-Laws, previously filed as an
Exhibit. Pursuant to Rule 484 under the Securities Act of 1933, as amended, the
Registrant furnishes the following undertaking:
"Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a trustee, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue."
Notwithstanding the provisions contained in the Registrant's By-Laws, in
the absence of authorization by the appropriate court on the merits pursuant to
Sections 4 and 5 of Article VI of said By-Laws, any indemnification under said
Article shall be made by Registrant only if authorized in the manner provided in
either subsection (a) or (b) of Section 6 of said Article VI.
C-3
<PAGE>
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Please see Parts A and B of this Registration Statement for discussion of
the Investment Adviser.
Item 29. PRINCIPAL UNDERWRITERS.
(a) Not Applicable.
(b) The directors and executive officers of Phoenix Equity Planning
Corporation, the distributor for Registrant, are as follows:
Name and Principal Positions and Offices Positions and Offices with
Business Address with Underwriter Registrant
- ------------------ --------------------- --------------------------
Michael E. Haylon Director Executive Vice President
56 Prospect Street
P.O. Box 150480
Hartford, CT 06115-0480
Philip R. McLoughlin Director and Trustee and President
One American Row President
Hartford, CT 06115
David R. Pepin Director and None
56 Prospect Street Executive Vice
P.O. Box 150480 President
Hartford, CT 06115-0480
Leonard J. Saltiel Senior Vice President Vice President
100 Bright Meadow Blvd.
P.O. Box 2200
Enfield, CT 06083-2200
William R. Moyer Senior Vice Vice President
100 Bright Meadow Blvd. President, Finance,
P.O. Box 2200 and Treasurer
Enfield, CT 06083-2200
William J. Newman Senior Vice President Senior Vice President
56 Prospect Street
P.O. Box 150480
Hartford, CT 06115-0480
G. Jeffrey Bohne Vice President, Secretary
101 Munson Street Transfer Agent
Greenfield, MA 01301 Operations
C-4
<PAGE>
Name and Principal Positions and Offices Positions and Offices with
Business Address with Underwriter Registrant
- ------------------ --------------------- --------------------------
Nancy G. Curtiss Vice President, Fund Treasurer
56 Prospect Street Accounting
P.O. Box 150480
Hartford, CT 06115-0480
Maris Lambergs Vice President, None
100 Bright Meadow Blvd. National Sales
P.O. Box 2200 Manager
Enfield, CT 06083-2200
James M. Dolan Vice President and Vice President
100 Bright Meadow Blvd. Compliance Officer;
P.O. Box 2200 Assistant Secretary
Enfield, CT 06083-2200
Elizabeth R. Sadowinski Vice President, Field Assistant Secretary
100 Bright Meadow Blvd. and Investor Services
P.O. Box 2200
Enfield, CT 06083-2200
Eugene A. Charon Controller None
100 Bright Meadow Blvd.
P.O. Box 2200
Enfield, CT 06083-2200
Thomas N. Steenburg Secretary Assistant Secretary
One American Row
Hartford, CT 06115
(c) To the best of the Registrant's knowledge, no commissions or other
compensation was received by each principal underwriter who is not
an affiliated person of the Registrant or an affiliated person of
such affiliated person, directly or indirectly, from the Registrant
during the Registrant's last fiscal year.
Item 30. LOCATIONS OF ACCOUNTS AND RECORDS.
The accounts, books or other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder are
kept by the Registrant at its offices, 600 North Rosemead Boulevard, Pasadena,
CA 91107-2133. Pasadena National Trust Company, 600 North Rosemead Boulevard,
Pasadena, CA 91107-2138, is the Registrant's transfer agent, and maintains
records relating to such activities. State Street Bank and Trust Company, c/o
BFDS, Two Heritage Drive, Boston, MA 02171, as sub-transfer agent, maintains
various shareholder account records and information regarding the Global Growth,
Balanced Return, Growth, Nifty Fifty, Small & Mid-Cap Growth and Value 25 Funds.
C-5
<PAGE>
Item 31. MANAGEMENT SERVICES.
There are no management-related service contracts not discussed in Part A
or Part B of this Registration Statement.
Item 32. UNDERTAKINGS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
C-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all the requirements for effectiveness of this Amendment
pursuant to Rule 485(b) under the Securities Act of 1933, as amended, and
that the Registrant has duly caused this Amendment to Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Pasadena, the State of California, on the 29th day of August,
1997.
PASADENA INVESTMENT TRUST
By: /s/ ROGER ENGEMANN*
-------------------------------
Roger Engemann, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registrant's Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
/s/ ROGER ENGEMANN* Principal Executive August 29, 1997
- -----------------------
Roger Engemann Officer and Trustee
/s/ BARRY E. McKINLEY* Trustee August 29, 1997
- -----------------------
Barry E. McKinley
/s/ ROBERT L. PETERSON* Trustee August 29, 1997
- -----------------------
Robert L. Peterson
/s/ RICHARD C. TAYLOR* Trustee August 29, 1997
- -----------------------
Richard C. Taylor
/s/ ANGELA WONG* Trustee August 29, 1997
- -----------------------
Angela Wong
*By: /s/ JULIE ALLECTA
----------------------------
Julie Allecta, Attorney-in-Fact,
pursuant to Powers of Attorney previously filed.
C-7
<PAGE>
File Nos. 33-1922
811-4506
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
E X H I B I T S
TO
F O R M N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 25
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 28
__________________
PHOENIX-ENGEMANN FUNDS
(Exact name of Registrant as specified in its charter)
C-8
<PAGE>
EXHIBIT INDEX
EXHIBIT
5(A) Investment Management Agreement
C-9
<PAGE>
INVESTMENT MANAGEMENT AGREEMENT
THIS INVESTMENT MANAGEMENT AGREEMENT made as of the 3rd day of September,
1997 by and between PHOENIX-ENGEMANN FUNDS (formerly called "PASADENA INVESTMENT
TRUST"), a Massachusetts business trust (the "Trust"), and ROGER ENGEMANN &
ASSOCIATES, INC., a California corporation (the "Manager"), with respect to each
Series or Fund of the Trust set forth in Appendix A hereto, as may be amended
from time to time (the "Funds").
WITNESSETH:
WHEREAS, the Trust is an open-end management investment company, registered
as such under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Manager is registered as an investment adviser under the
Investment Advisers Act of 1940, and is engaged in the business of supplying
investment advice and investment management services, as an independent
contractor; and
WHEREAS, the Trust desires to retain the Manager to render investment
advice and investment management services to the Funds pursuant to the terms and
provisions of this Agreement, and the Manager is interested in furnishing said
advice and services;
NOW, THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties hereto, intending to be legally bound hereby,
mutually agree as follows:
1. APPOINTMENT OF MANAGER. The Trust hereby employs the Manager, and the
Manager hereby accepts such employment, to render investment advice and
investment management services with respect to the assets of the Funds for the
period and on the terms set forth in this Agreement, subject to the supervision
and direction of the Trust's Board of Trustees.
2. DUTIES OF MANAGER.
(a) The Manager shall, except as otherwise provided for herein, render or
make available all services needed for the investment management of the Funds,
and shall, as part of its duties hereunder, (i) furnish the Funds with advice
and recommendations with respect to the investment of each Fund's assets and the
purchase and sale of portfolio securities for the Funds, including the taking of
such other steps as may be necessary to
1
<PAGE>
implement such advice and recommendations; (ii) furnish the Funds with reports,
statements and other data on securities, economic conditions and other pertinent
subjects which the Trust's Board of Trustees may request; (iii) in general
supervise and manage the investments of the Funds, subject to the ultimate
supervision and direction of the Trust's Board of Trustees; (iv) prepare and
coordinate reports and other materials with respect to the Funds to be supplied
to the Board of Trustees of the Trust, including, without limitation, such
periodic and special reports with respect to each Fund's investment activities
as the Board may reasonably request; (v) provide personnel, office space,
facilities and equipment as may be needed by the Funds in their day-to-day
operations; and (vi) provide persons satisfactory to the Trust's Board of
Trustees to act as officers and employees of the Trust and the Funds (such
officers and employees, as well as certain Trustees, may be trustees, directors,
officers, or employees of the Manager or its affiliates).
(b) The Manager shall place orders for the purchase or sale of
securities either directly with the issuer or with a broker or dealer selected
by the Manager. In placing each Fund's securities trades, it is recognized that
the Manager will give primary consideration to securing the most favorable price
and efficient execution, so that each Fund's total cost or proceeds in each
transaction will be the most favorable under prevailing market conditions.
Within the framework of this policy, the Manager may consider the financial
responsibility, research and investment information, and other services provided
by brokers or dealers who may effect or be a party to any such transaction or
other transactions to which other clients of the Manager may be a party.
It is understood that it is desirable for the Funds that the Manager have
access to investment and market research and securities and economic analyses
provided by brokers and others. It is also understood that brokers providing
such services may execute brokerage transactions at a higher cost to the Funds
than might result from the allocation of brokerage to other brokers on the basis
of seeking the most favorable price and efficient execution. Therefore, the
purchase and sale of securities for the Funds may be made with brokers who
provide such research and analysis, subject to review by the Trust's Board of
Trustees from time to time with respect to the extent and continuation of this
practice to determine whether such Fund benefits, directly or indirectly, from
such practice. It is understood by both parties that the Manager may select
broker-dealers for the execution of any Fund's portfolio transactions who
provide research and analysis as the Manager may lawfully and appropriately use
in its investment management and advisory capacities, whether or not such
research and analysis may also be useful to the Manager in connection with its
services to other clients.
2
<PAGE>
On occasions when the Manager deems the purchase or sale of a security to
be in the best interest of the Funds as well as of other clients, the Manager,
to the extent permitted by applicable laws and regulations, may aggregate the
securities to be so purchased or sold in order to obtain the most favorable
price or lower brokerage commissions and the most efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Manager in the manner
it considers to be the most equitable and consistent with its fiduciary
obligations to the Funds and to such other clients. In the event transactions
for the Funds are not aggregated with contemporaneous transactions involving the
same security, the Manager will vary the order in which the transactions are
handled to ensure fair treatment over time for all clients, including the Funds.
3. BEST EFFORTS AND JUDGMENT. The Manager shall use its best judgment
and efforts in rendering the advice and services to the Funds as contemplated
by this Agreement.
4. INDEPENDENT CONTRACTOR. The Manager shall, for all purposes herein,
be deemed to be an independent contractor, and shall, unless otherwise expressly
provided and authorized to do so, have no authority to act for or represent the
Trust or the Funds in any way, or in any way be deemed an agent fro the Trust or
for the Funds. It is expressly understood and agreed that the services to be
rendered by the Manager to the Funds under the provisions of this Agreement are
not to be deemed exclusive, and the Manager shall be free to render similar or
different services to others so long as its ability to render the services
provided for in this Agreement shall not be impaired thereby.
5. MANAGER'S PERSONNEL. The Manager shall, at its own expense, maintain
such staff and employ or retain such personnel and consult with such other
persons as it shall from time to time determine to be necessary to the
performance of its obligations under this Agreement. Without limiting the
generality of the foregoing, the staff and personnel of the Manager shall be
deemed to include persons employed or retained by the Manager to furnish
statistical, research, and other factual information, advice regarding economic
factors and trends, information with respect to technical and scientific
developments, and such other information, advice and assistance as the Manager
may desire and request.
6. REPORTS BY THE FUNDS TO MANAGER. Each Fund will from time to time
furnish to the Manager detailed statements of its investments and assets, and
information as to its investment objective and needs, and will make available to
the Manager such financial reports, proxy statements, legal and other
information relating to each Fund's
3
<PAGE>
investments as may be in its possession or available to it, together with such
other information as the Manager may reasonably request.
7. EXPENSES.
(a) The Manager is responsible for the following expenses incurred by
or allocated to each Fund: (i) the compensation of the Trust's employees,
officers and trustees (other than those trustees who are not interested persons
of the Manager) and (ii) the expenses of obtaining office space and equipment.
(b) Each Fund is responsible for and has assumed the obligation for
payment of all of its operating expenses, other than those set forth in
Subparagraph 7(a) above, including but not limited to: (i) brokerage and
commission expenses, (ii) federal, state, or local taxes, including issue and
transfer taxes, incurred by or levied on each Fund, (iii) interest charges on
any borrowings, (iv) charges and expenses of each Fund's custodian and transfer
agent, (v) payment of all investment advisory and management fees (including the
fees payable to the Manager under this Agreement), (vi) insurance premiums on
each Fund's property and personnel, including the fidelity bond and liability
insurance for officers and Trustees, (vii) printing and mailing of all reports,
including semi-annual and annual reports, prospectuses, and statements of
additional information to existing shareholders, (viii) fees and expenses of
registering each Fund's shares under the federal securities laws and of
qualifying its shares under applicable state securities (Blue Sky) laws
subsequent to each Fund's initial fiscal period, including expenses attendant
upon renewing and increasing such registrations and qualifications, (ix) legal
fees and expenses, (x) auditing expenses, including auditing fees of independent
public accountants, (xi) all costs associated with shareholders meetings and the
preparation and dissemination of proxy solicitation materials, except for
meetings called solely for the Manager's benefit, (xii) payments due under the
Administration Agreement between the Trust and the Administrator, (xiii) dues
and other costs of membership in industry associations, subject to the approval
of any such membership by the Board of Trustees, (xiv) service fees to be paid
to service providers pursuant to Services Agreements between the Trust and such
service providers, (xv) compensation of trustees who are not interested persons
of the Manager and (xvi) any extraordinary and non-recurring expenses, except as
otherwise prescribed herein. Certain of these Fund expenses may be assumed by
the Administrator under an Administration Agreement.
(c) To the extent the Manager incurs any costs or performs any
services which are an obligation of any Fund, as set forth herein, such Fund
shall promptly reimburse the Manager for such costs and expenses, except to the
extent the Administrator has agreed to bear such expenses as provided in the
Administration
4
<PAGE>
Agreement between the Trust and the Administrator. To the extent the services
for which any Fund is otherwise obligated to pay are performed by the Manager,
the Manager shall be entitled to recover from such Fund only to the extent of
the Manager's actual costs for such services, including the cost of personnel,
office space, and other facilities applicable to the furnishing of such
services.
8. INVESTMENT ADVISORY AND MANAGEMENT FEE.
(a) Each of the Funds shall pay to the Manager, and the Manager
agrees to accept, as full compensation for all investment management and
advisory services furnished or provided to the Funds pursuant to this Agreement,
a management fee in an amount equal to the per annum rate of each Fund's average
daily net assets as set forth in Appendix B below.
(b) The management fee shall be accrued daily by the Funds and paid
to the Manager upon request.
(c) If this Agreement is terminated, the Manager shall be entitled to
its fee through the date of termination, and such fee shall be payable within
ten (10) days after the date of termination.
(d) The Manager may reduce any portion of the compensation or
reimbursement of expenses due to it pursuant to this Agreement and may agree to
make payments to limit the expenses which are the responsibility of each Fund
under this Agreement. Any such reduction or payment shall be applicable only to
such specific reduction or payment and shall not constitute an agreement to
reduce any future compensation or reimbursement due to the Manager hereunder or
to continue future payments. Any such reduction will be agreed to prior to
accrual of the related expense or fee and will be estimated daily and reconciled
and paid on a monthly basis.
(e) The Manager may agree not to require payment of any portion of the
compensation or reimbursement of expenses otherwise due to it pursuant to this
Agreement prior to the time such compensation or reimbursement has accrued as a
liability of any Fund. Any such agreement shall be applicable only with respect
to the specific items covered thereby and shall not constitute an agreement not
to require payment of any future compensation or reimbursement due to the
Manager hereunder.
(f) Notwithstanding anything to the contrary contained herein, no fee
shall be payable to the Manager under this Agreement with respect to any assets
of any Fund
5
<PAGE>
that are invested in a pooled investment fund upon which a separate management
or advisory fee payable to the Manager is imposed.
9. FUND SHARE ACTIVITIES OF MANAGER'S OFFICERS AND EMPLOYEES. The
Manager agrees that neither it nor any of its officers or employees shall take
any short position in the shares of the Funds. This prohibition shall not
prevent the purchase of such shares by any of the officers and partners or bona
fide employees of the Manager or any trust, pension, profit-sharing or other
benefit plan for such persons or affiliates thereof, at a price not less than
the net asset value thereof at the time of purchase, as allowed pursuant to
rules promulgated under the 1940 Act.
10. CONFLICTS WITH TRUST'S GOVERNING DOCUMENTS AND APPLICABLE LAWS.
Nothing herein contained shall be deemed to require the Trust or the Funds to
take any action contrary to the Trust's Agreement and Declaration of Trust,
By-Laws, or any applicable statute or regulation, or to relieve or deprive the
Board of Trustees of the Trust of its responsibility for and control of the
conduct of the affairs of the Trust and the Funds.
11. MANAGER'S LIABILITIES.
(a) In the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the obligations or duties hereunder on the
part of the Manager, the Manager shall not be subject to liability to the Trust
or the Funds or to any shareholder of any Fund for any act or omission in the
course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security by the
Funds.
(b) Notwithstanding the foregoing, the Manger agrees to reimburse each
Fund for any and all costs, expenses, and counsel and trustees' fees reasonably
incurred by the Trust or on behalf of any Fund in the preparation, printing and
distribution of proxy statements, amendments to its Registration Statement,
holding of meetings of its shareholders or trustees, conducting of factual
investigations, any legal or administrative proceedings (including any
applications for exemptions or determinations by the Securities and Exchange
Commission) which such Fund incurs as the result of action or inaction of the
Manager or any of its officers and directors where the action or inaction
necessitating such expenditures (i) is directly or indirectly related to any
transactions or proposed transaction in the interests or control of the Manager
or its affiliates (or litigation related to any pending or proposed future
transaction in such interests or control); or (ii) is within the sole control of
the Manager or any of its affiliates or any of their officers, directors,
employees, or agents. So long as this Agreement is in effect, the
6
<PAGE>
Manager shall pay to each Fund the amount due for expenses subject to this
Subparagraph 11(b) within thirty (30) days after a bill or statement has been
received from the Fund therefor. This provision shall not be deemed to be a
waiver of any claim which the Trust or the Funds may have or may assert against
the Manager or others for costs, expenses, or damages heretofore incurred by the
Funds or for costs, expenses, or damages the Funds may hereafter incur which are
not reimbursable to it hereunder.
(c) No provision of this Agreement shall be construed to protect any
Trustee or officer of the Trust, or director or officer of the Manager, from
liability in violation of Sections 17(h) and (i) of the 1940 Act.
12. NON-EXCLUSIVITY. The Trust's employment of the Manager is not an
exclusive arrangement, and the Trust may from time to time employ other
individuals or entities to furnish it with the services provided for herein. In
the event that a Fund elects to terminate or not continue this Agreement with
the Manager, then the Manager shall have no duty and be under no obligation to
continue providing such Fund the services provided for herein; however, this
Agreement shall remain in effect with respect to each Fund that has not
specifically elected to terminate or not continue the Agreement.
13. TERM. This Agreement shall become effective as of the date of
execution and shall remain in effect until September 3, 1999 unless sooner
terminated as hereinafter provided. This Agreement shall continue in effect
thereafter for additional periods not exceeding one (1) year so long as such
continuation is approved for the Funds at least annually by (i) the Board of
Trustees of the Trust or by the vote of a majority of the outstanding voting
securities of the Funds and (ii) the vote of a majority of the Trustees of the
Trust who are not parties to this Agreement nor interested persons thereof, cast
in person at a meeting called for the purpose of voting on such approval.
14. TERMINATION. This Agreement may be terminated by the Trust on behalf
of any one or more of the Funds at any time without payment of any penalty, by
the Board of Trustees of the Trust or by vote of a majority of the outstanding
voting securities of a Fund, upon sixty (60) days' written notice to the
Manager, and by the Manager upon sixty (60) days' written notice to a Fund.
15. TERMINATION BY ASSIGNMENT. This Agreement shall terminate
automatically in the event of any transfer or assignment thereof, as defined in
the 1940 Act.
16. TRANSFER; ASSIGNMENT. This Agreement may not be transferred,
assigned,
7
<PAGE>
sold or in any manner hypothecated or pledged without the affirmative vote or
written consent of the holders of a majority of the outstanding voting
securities of each Fund.
17. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute or rule, or shall be otherwise
rendered invalid, the remainder of this Agreement shall not be affected thereby.
18. DEFINITIONS. The terms "majority of the outstanding voting
securities" and"interested persons" shall have the meanings as set forth in the
1940 Act.
19. NOTICE OF DECLARATION OF TRUST. The Manager acknowledges that it has
received notice of and accepts the limitations of the Trust's liability set
forth in Article VIII of its Agreement and Declaration of Trust. The Manager
agrees that the Trust's obligations under this Agreement shall be limited to the
Funds and to their assets, and that the Manager shall not seek satisfaction of
any such obligation from the shareholders of the Funds nor from any trustee,
officer, employee or agent of the Trust or the Fund.
20. CAPTIONS. The captions in this Agreement are included for convenience
of reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
21. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California as applicable to contracts
between California residents entered into and to be performed entirely within
California.
8
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
PASADENA INVESTMENT TRUST
By:
-------------------------------------
Roger Engemann,
President
ROGER ENGEMANN & ASSOCIATES, INC.
By:
-------------------------------------
Roger Engemann,
President
9
<PAGE>
APPENDIX A
List of Funds subject to Investment Management Agreement:
1. The Phoenix-Engemann Growth Fund (formerly called Pasadena Growth Fund)
2. The Phoenix-Engemann Balanced Return Fund (formerly called Pasadena
Balanced Return Fund)
3. The Phoenix-Engemann Nifty Fifty Fund (formerly called Pasadena Nifty
Fifty Fund)
4. The Phoenix-Engemann Global Growth Fund (formerly called Pasadena Global
Growth Fund)
5. The Phoenix-Engemann Small & Mid-Cap Growth Fund (formerly called Pasadena
Small & Mid-Cap Growth Fund)
6. The Phoenix-Engemann Value 25 Fund (formerly called Pasadena Value
25 Fund)
10
<PAGE>
APPENDIX B
Management Fee for Each Fund
Phoenix-Engemann Growth Fund
First $50 Million 0.90%
Next $450 Million 0.80%
Over $500 Million 0.70%
Phoenix-Engemann Nifty Fifty Fund
First $50 Million 0.90%
Next $450 Million 0.80%
Over $500 Million 0.70%
Phoenix-Engemann Balanced Return Fund
First $50 Million 0.80%
Next $450 Million 0.70%
Over $500 Million 0.60%
Phoenix-Engemann Global Growth Fund
First $50 Million 1.10%
Next $450 Million 1.00%
Over $500 Million 0.90%
Phoenix-Engemann Small & Mid-Cap Growth Fund
First $50 Million 1.00%
Next $450 Million 0.90%
Over $500 Million 0.80%
Phoenix-Engemann Value 25 Fund
First $50 Million 0.90%
Next $450 Million 0.80%
Over $500 Million 0.70%
11
