THE PHOENIX-ENGEMANN FUNDS
Supplement dated July 9, 1999 to
Statement of Additional Information dated May 1, 1999
The disclosure contained in the Statement of Additional Information dated May 1,
1999 is hereby supplemented as described below.
Page 17, under the subheading "Qualified Purchasers," renumber as (20) the
current category (19), and insert a new category (19) as follows: "(19) 401(k)
participants in the Merrill Lynch Daily K Plan (the "Plan") if the Plan has at
least $3 million in assets or 500 or more eligible employees;". Renumber as
(20) all references to the former category (19).
Page 18, under the subheading "Class B and C Shares--Waiver of Sales Charges,"
insert a new category (e) as follows and rename the categories following the
insert as (f), (g) and (h): "(e) from the Merrill Lynch Daily K Plan ("Plan")
invested in Class B Shares, on which such shares the Distributor has not paid
the dealer the Class B sales commission;".
Page 20, under the heading "Tax Sheltered Retirement Plans," add a subsection as
follows:
MERRILL LYNCH DAILY K PLAN
Class A Shares of a Fund are made available to Merrill Lynch
Daily K Plan (the "Plan") participants at NAV without an initial sales
charge if:
(i) the Plan is recordkept on a daily valuation basis by Merrill
Lynch and, on the date the Plan Sponsor signs the Merrill
Lynch Recordkeeping Service Agreement, the Plan has $3 million
or more in assets invested in broker/dealer funds not advised
or managed by Merrill Lynch Asset Management L.P. ("MLAM")
that are made available pursuant to a Service Agreement
between Merrill Lynch and the fund's principal underwriter or
distributor and in funds advised or managed by MLAM
(collectively, the "Applicable Investments");
(ii) The Plan is recordkept on a daily valuation basis by an
independent recordkeeper whose services are provided through a
contract or alliance arrangement with Merrill Lynch, and, on
the date the Plan Sponsor signs the Merrill Lynch
Recordkeeping Service Agreement, the Plan has $3 million or
more in assets, excluding money market funds, invested in
Applicable Investments; or
(iii) the Plan has 500 or more eligible employees, as determined by
a Merrill Lynch plan conversion manager, on the date the Plan
Sponsor signs the Merrill Lynch Recordkeeping Service
Agreement.
Alternatively, Class B Shares of a Fund are made available to Plan
participants at NAV without a CDSC if the Plan conforms with the
requirements for eligibility set for in (i) through (iii) above but
either does not meet the $3 million asset threshold or does not have
500 or more eligible employees.
Plans recordkept on a daily basis by Merrill Lynch or an independent
recordkeeper under a contract with Merrill Lynch that are currently
investing in Class B Shares of a Fund convert to Class A Shares once
the Plan has reached $5 million invested in Applicable Investments, or
after the normal holding period of seven years from the initial date of
purchase.
Page 22, under the subheading "Dealer Concessions", in the first paragraph after
the table, insert the following after the first sentence: "This sales commission
will not be paid to dealers for sales of Class B or Class C Shares purchased by
401(k) participants of the Merrill Lynch Daily K Plan due to a waiver of the
CDSC for these Plan participants' purchases."
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Page 22, under the subheading "Dealer Concessions," in the second paragraph
after the table, insert the following after the first sentence: "Such fees are
in addition to the sales commissions referenced above and may be based upon the
amount of sales of fund shares by a dealer; the provision of assistance in
marketing of fund shares; access to sales personnel and information
dissemination services; provision of recordkeeping and administrative services
to qualified employee benefit plans; and other criteria as established by the
Distributor."
Page 22, under the subheading "Dealer Concession," in the second paragraph after
the table, insert the following prior to the last sentence: "From its own
resources, the Distributor intends to pay the following additional compensation
to Merrill Lynch, Pierce, Fenner & Smith, Incorporated: 0.25% on sales of Class
A and B Shares, 0.10% on sales of Class C Shares, 0.10% on sales of Class A
shares sold at net asset value, and 0.10% annually on the average daily net
asset value of fund shares on which Merrill Lynch is broker of record and which
such shares exceed the amount of assets on which Merrill Lynch is broker of
record as of July 1, 1999." Also, insert as the last sentence of said paragraph:
"Equity Planning reserves the right to discontinue or alter such fee payment
plans at any time."
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE STATEMENT OF ADDITIONAL
INFORMATION FOR FUTURE REFERENCE.
PXP 2011B/ML (7/99)