Exhibit o.1
Amended and Restated
Multiple Class Plan
of
The Phoenix-Engemann Funds
<PAGE>
AMENDED AND RESTATED
MULTIPLE CLASS PLAN
OF
THE PHOENIX-ENGEMANN FUNDS
SECTION 1. General. This Multiple Class Plan (the "Plan")
adopted in accordance with Rule 18f-3 promulgated under the Investment Company
Act of 1940, as amended (the "Investment Company Act"), shall govern the terms
and conditions under which The Phoenix-Engemann Funds (the "Trust") may issue
separate classes of shares representing interests in the Trust's series of
portfolios (the "Funds") listed on Appendix A. To the extent that a subject
matter herein is covered by the Trust's Agreement and Declaration of Trust or
Bylaws, the Agreement and Declaration of Trust and/or Bylaws will control in the
event of any inconsistencies with the descriptions herein.
SECTION 2. Rights and Obligations. Except as set forth herein,
all classes of shares issued in respect to a Fund have identical voting,
dividend, liquidation and other right, preferences, powers, restrictions,
limitations, qualifications, designations, and terms and conditions. The only
difference among the various classes of shares relate solely to the following
factors: (a) each class may be subject to different class expenses as discussed
under Section 4 of this Plan; (b) each class may bear different identifying
designations; (c) each class will have exclusive voting rights with respect to
matters pertaining to any distribution plans adopted pursuant to Rule 12b-1
under the Investment Company Act (see Section 7 below); (d) each class may have
different exchange privileges; and (e) certain classes may provide for the
conversion of such class into another class.
SECTION 3. Classes of Shares and Designation Thereof. Each
Fund may offer any or all of the following classes of shares:
(a) Class A Shares. "Class A Shares" will be sold at net
asset value plus a front-end sales load. The sales load will
be subject to reductions or elimination for larger purchases,
under a quantity discount, under a right of accumulation, or
under a letter of intent. The front-end sales load will be
subject to certain other deductions permitted by Section 22(d)
of the Investment Company Act.
Class A Shares also will be subject to a service fee in
an amount, computed and prorated on a daily basis, equal to
0.25% per annum of the Class A Shares' average daily net
assets, payable to broker-dealers and other service providers,
including Roger Engemann & Associates, Inc. (the "Manager")
for shareholder accounts not serviced by other service
providers, pursuant to services agreements.
<PAGE>
Class A Shares will also be sold at net asset value
without the imposition of a front-end sales load to investors
purchasing $1 million or more ("NAV Class A Shares"). However,
an investor's proceeds from a redemption of NAV Class A shares
made within eighteen (18) months after their purchase (the
"CDSC Period") generally will be subject to a Contingent
Deferred Sales Charge ("CDSC") payable to Phoenix Equity
Planning Corporation (the "Distributor"). The CDSC Period and
CDSC schedule are set forth in Appendix B hereto. No CDSC will
be imposed on (1) redemptions of NAV Class A shares that occur
more than eighteen (18) months after the end of the calendar
month in which such shares were purchased; (2) shares derived
from reinvestment of dividends and distributions attributable
to NAV Class A shares; or (3) amounts representing an increase
in the value of the shareholder's account resulting from
capital appreciation above the amount paid for the shares
purchased during CDSC Period. As a result, in effect, the
amount of the CDSC applicable to NAV Class A Shares will be
assessed on an amount equal to the lesser of the then current
market value or the original cost of the NAV Class A Shares
being redeemed. In determining whether a CDSC is applicable,
it will be assumed that a redemption is made, first, of NAV
Class A shares representing capital appreciation; second, of
NAV Class A Shares representing reinvestment of dividends and
capital gain distributions; and finally third, of NAV Class A
Shares held by the shareholder for the longest period of time.
The CDSC may be waived under the circumstances listed on
Appendix C attached hereto. (b) Class B Shares. "Class B
Shares" will be sold to investors at net asset value without
the imposition of a front-end sales load. However, an
investor's proceeds from a redemption of Class B Shares made
within five (5) years after their purchase (the "CDSC Period")
generally will be subject to a Contingent Deferred Sales
Charge ("CDSC") payable to Phoenix Equity Planning Corp. (the
"Distributor"). The CDSC Period and CDSC schedule are set
forth in Appendix B hereto. No CDSC will be imposed on (1)
redemptions of Class B Shares that occur more than six years
after the end of the calendar month in which such shares were
purchased; (2) shares derived from reinvestment of dividends
and distributions attributable to Class B Shares; or (3)
amounts representing an increase in the value of the
shareholder's account resulting from capital appreciation
above the amount paid for the shares purchased during the CDSC
Period. As a result, in effect, the amount of the CDSC
applicable to Class B Shares will be assessed on an amount
equal to the lesser of the then current market value or the
original cost of the Class B Shares being redeemed. In
determining whether a CDSC is applicable, it will be assumed
that a redemption is made, first, of Class B
2
<PAGE>
Shares representing capital appreciation; second, of Class B
Shares representing reinvestment of dividends and capital gain
distributions; and finally third, of Class B Shares held by
the shareholder for the longest period of time. The CDSC may
be waived under the circumstances listed on Appendix C
attached hereto.
Class B Shares also will be subject to a Rule 12b-1
distribution fee and service fee at a combined annual rate of
up to 1% of the daily net assets attributable to the Class B
Shares. Of this amount, up to 0.75% of the average daily net
assets attributable to the Class B Shares is payable to the
Distributor as a Rule 12b-1 distribution fee, and 0.25% of the
average daily net assets attributable to the Class B Shares is
payable as a service fee to service providers pursuant to
service agreements between the Trust and such service
providers.
(c) Class C Shares. "Class C Shares" will be sold to
investors at net asset value without the imposition of a
front-end sales load. However, an investor's proceeds from a
redemption of Class C Shares made within one (1) year after
their purchase (the "CDSC Period") generally will be subject
to a Contingent Deferred Sales Charge ("CDSC") payable to
Phoenix Equity Planning Corp. (the "Distributor"). No CDSC
will be imposed on (1) redemptions of Class C Shares that
occur after one year after the end of the calendar month in
which such shares were purchased; (2) shares derived from
reinvestment of dividends and distributions attributable to
Class C Shares; or (3) amounts representing an increase in the
value of the shareholder's account resulting from capital
appreciation above the amount paid for the shares purchased
during the CDSC Period. As a result, in effect, the amount of
the CDSC applicable to Class C Shares will be assessed on an
amount equal to the lesser of the then current market value of
the original cost of the Class C Shares being redeemed. In
determining whether a CDSC is applicable, it will be assumed
that a redemption is made, first, of Class C Shares
representing capital appreciation; second, of Class C Shares
representing reinvestment of dividends and capital gain
distributions; and finally third, of Class C Shares held by
the shareholder for the longest period of time. The CDSC may
be waived under the circumstances listed on Appendix C
attached hereto.
Class C Shares also will be subject to a Rule 12b-1
distribution fee and service fee at a combined annual rate of
up to 1% of the daily net assets attributable to the Class C
Shares. Of this amount, up to 0.75% of the average daily net
assets attributable to the Class C Shares is payable to the
Distributor as a Rule 12b-1 distribution fee, and 0.25% of the
average daily net
3
<PAGE>
assets attributable to the Class C Shares is payable as a
service fee to service providers pursuant to service
agreements between the Trust and such service providers.
SECTION 4. Allocation of Expenses.
(a) Class Expenses. Each class of shares shall be
subject to different class expenses consisting of (1) Rule
12b-a plan distribution and service fees, if applicable to a
particular class, and (2) incremental expenses which the Board
of Trustees, including a majority of Trustees who are not
"interested persons" of the Trust as defined in Section 2(a)19
of the Investment Company Act (the "Independent Trustees")
determine should be allocated or charged on a class basis,
which expenses shall be limited to any litigation expenses
relating solely to the class (collectively, the "Class
Expenses").
(b) Other Expenses. Except for the Class Expenses
discussed above (which will be allocated to the appropriate
class), all other expenses incurred by each Fund (such as the
management and administrative fees) will be allocated to each
class of shares on the basis of the relative net assets of
each class of shares.
(c) Waivers and Reimbursements of Expenses. The Manager
may choose to reimburse or waive Class Expenses on certain
classes on a voluntary, temporary basis. The amount of Class
Expenses waived or reimbursed by the Manager may vary from
class to class. The Manager (or any entity related thereto
that charges a fee for a Class Expense) may waive or reimburse
its fee for Class Expenses of a class of a Fund in whole or in
part only if the revised fee more accurately reflects the
relative costs of providing to each class the service for
which the Class Expense is charged. In addition, the Manager
may waive or reimburse Trust expenses and/or Fund expenses
(with or without a waiver of Class Expenses) but only if the
same proportionate amount of Trust expenses and/or Fund
Expenses are waived or reimbursed for each class. Thus, any
Trust expenses that are waived or reimbursed would be credited
to each Fund of the Trust according to the relative net assets
of the Funds, and in turn credited to each class of each Fund
based on the relative net assets of the classes. Similarly,
any Fund expenses that are waived or reimbursed would be
credited to each class of that Fund according to the relative
net assets of the classes.
d) Allocation Worksheet. Attached as Appendix D is an
explanation of the effect of the implementation
4
<PAGE>
of the multiple class arrangements described in this Plan on
the Funds' financial statements.
SECTION 5. Allocation of Income. The Funds will allocate
income and realized and unrealized capital gains and losses based on the
relative net assets of each class of shares.
SECTION 6. Exchange Privileges. Shares of a specific class of
one Fund may only be exchanged for shares of that same class of any other Fund
among the Phoenix Family of Funds that offer an exchange privilege, subject to
such conditions as may be imposed from time to time and as disclosed on Appendix
E.
SECTION 7. Conversions. All Class B Shares of the Funds shall
convert automatically to Class A Shares on the first business day of the month
next following the eighth anniversary of their issuance. For purposes of
calculating the holding period required for such conversion, Class B Shares
shall be deemed to have been issued on (1) the date on which the issuance of
such Class B Shares occurred or (2) for Class B Shares obtained through an
exchange, or a series of exchanges, the date on which the issuance of the
original Class B Shares occurred. For purposes of conversion to Class A Shares,
shares purchased through the reinvestment of dividends and other distributions
will be considered held in a separate sub-account. Each time any Class B Shares
in a shareholder's account convert to Class A Shares, a proportionate number of
the Class B Shares in the sub-account also will convert to Class A Shares. Class
B Shares will convert to Class A Shares on the basis of the relative net asset
value of the two classes, without the imposition of any sales load, fee, or
other charge. After conversion, the converted shares will be subject to the
usual Class A Share service fee.
If a Fund adopts and implements a Rule 12b-1 Plan for its
Class A Shares (or, if presented to shareholders, implements any amendment to a
Rule 12b-1 Plan previously adopted, or any amendment to a services agreement
with respect to its Class A Shares), the existing Class B Shares of the Fund
will stop converting into Class A Shares unless the Class B shareholders, voting
separately as a class, approve the proposal. Should the Class B Shareholders
fail to approve such amendment or adoption; The Board of Trustees shall take
such action as is necessary to: (1) create a new class (the "New Class A
Shares") which shall be identical in all material respects to the Class A Shares
as they existed prior to the implementation of the amendment or adoption; and
(2) ensure that the existing Class B Shares will be exchanged or converted into
New Class A Shares no later than the date such Class B Shares previously were
scheduled to convert to Class A Shares. If deemed advisable by the Board of
Trustees to implement the foregoing, and at the sole discretion of the Board of
Trustees, such action may include the exchange of all Class B Shares for a new
class (the "New Class B Shares"), identical in all respects to the Class B
Shares except that the New Class B Shares will automatically convert into the
New Class A Shares. Such exchanges or conversions shall be effected in a manner
that
5
<PAGE>
the Board of Trustees reasonably believes will not be subject to federal
taxation.
SECTION 8. Effective Date of Plan. This Plan shall be included
as an exhibit to the Trust's Form N-1A Registration Statement pursuant to a
post-effective amendment thereto. This Plan shall take effect upon the
effectiveness of such post-effective amendment. A majority of the Trustees of
the Trust, including a majority of the Independent Trustees, have previously
approved the multiple class arrangements and expense allocations described in
this Plan as being in the best interests of each class of shares of each Fund
and each Fund, individually, and the Trust as a whole.
SECTION 9. Amendment. This Plan may not be amended to change
materially the provisions of the Plan unless such amendment is approved by a
majority of the Trustees of the Trust, including a majority of the Independent
Trustees, that such amendment is in the best interests of each class of each
Fund and each Fund, individually, and the Trust as a whole.
6
<PAGE>
APPENDIX A
TO MULTIPLE CLASS PLAN
OF
THE PHOENIX-ENGEMANN FUNDS
Phoenix-Engemann Focus Growth Fund
Class A Shares
Class B Shares
Class C Shares
Phoenix-Engemann Nifty Fifty Fund
Class A Shares
Class B Shares
Class C Shares
Phoenix-Engemann Balanced Return Fund
Class A Shares
Class B Shares
Class C Shares
Phoenix-Engemann Small & Mid-Cap Fund
Class A Shares
Class B Shares
Class C Shares
Phoenix-Engemann Value 25 Fund
Class A Shares
Class B Shares
Class C Shares
7
<PAGE>
APPENDIX B
TO MULTIPLE CLASS PLAN
OF
THE PHOENIX-ENGEMANN FUNDS
CDSC SCHEDULE AND CDSC PERIODNAV Class A Shares may be redeemed on any business
day at the net asset value per share next determined following receipt of the
redemption order, less the applicable contingent deferred sales charge shown in
the tables below.
Contingent Deferred Sales Charge
as a Percentage of
Redemption During Amount Redeemed
----------------- ---------------
18 Months Following Purchase 1%
and Thereafter None
Class B Shares may be redeemed on any business day at the net
asset value per share next determined following receipt of the redemption order,
less the applicable contingent deferred sales charge shown in the tables below.
Contingent Deferred Sales Charge
as a Percentage of
Redemption During Amount Redeemed
----------------- ---------------
1st Year Following Purchase 5.0%
2nd Year Following Purchase 4.0%
3rd Year Following Purchase 3.0%
4th Year Following Purchase 2.0%
5th Year Following Purchase 2.0%
and Thereafter
8
<PAGE>
Class C Shares may be redeemed on any business day at the net
asset value per share next determined following receipt of the redemption order,
less the applicable contingent deferred sales charge shown in the tables below.
Contingent Deferred Sales Charge
as a Percentage of
Redemption During Amount Redeemed
----------------- ---------------
1st Year Following Purchase 1.0%
and Thereafter None
9
<PAGE>
APPENDIX C
TO MULTIPLE CLASS PLAN
OF
THE PHOENIX-ENGEMANN FUNDS
CDSC WAIVERS
NAV Class A Shares: The Funds may waive the CDSC where the
investor's dealer or record notifies the distributor prior to the time of the
investment that the dealer waives the commission otherwise payable to the
dealer, or the dealer agrees to receive such commission ratably over an 18 month
period.
NAV CLASS A SHARES, CLASS B SHARES and CLASS C SHARES: The
Funds have the ability to waive or reduce the CDSC in some or all of the
following circumstances:
(1) following the death or disability, as defined in Section
72(m)(7) of the Internal Revenue Code of 1986, as amended, of a shareholder if
redemption is made within one year of death or disability of the shareholder;
(2) in connection with certain mandatory distributions from an
Individual Retirement Account, or other qualified retirement plan, to a
shareholder who has attained the age of 70 1/2;
(3) in connection with certain redemptions of shares made
pursuant to a shareholder's participation in any systematic withdrawal plan
adopted by a Fund; and
(4) in connection with redemptions of shares by tax-exempt
employee benefit plans resulting from the enactment of any law or the
promulgation by the U.S. Internal Revenue Service or the U.S. Department of
Labor of any regulation pursuant to which continuation of the investment of such
shares would be improper.
If the Funds waive or reduce the CDSC, such waiver or
reduction will be uniformly applied to all offerees in the class specified.
Also, in waiving or reducing the CDSC, the Funds will comply with the
requirements of Rule 22d-1 under the Investment Company Act.
In addition, the Distributor may provide a pro rata refund out
of its own assets of any CDSC paid in connection with a redemption of NAV Class
A, Class B and/or C Shares, the proceeds
10
<PAGE>
of which are reinvested in NAV Class A, Class B and/or C Shares of the same Fund
within 365 days after such redemption.
APPENDIX D
TO MULTIPLE CLASS PLAN
OF
THE PHOENIX-ENGEMANN FUNDS
MULTIPLE CLASS ACCOUNTING
Overview
--------
The Trust has adopted a multiple class share structure for the
Funds. The Funds will offer up to three separate classes of shares. Class A
shares will be offered with a front-end sales load ("FESL") and, when offered at
NAV for purchases of $1 million or more, will be subject to a contingent
deferred sales charge ("CDSC"). Class B shares will be offered without a FESL,
but will be subject to a CDSC, and are subject to a Distribution Fee computed
and prorated on a daily basis equal to the annual rate of 0.75% of average daily
net assets. Class C shares will be offered without a FESL, but will be subject
to a CDSC, and are subject to a Distribution Fee computed and prorated on a
daily basis equal to the annual rate of 0.75% of average daily net assets.
Net Asset Value And Dividend/Distribution Determinations
--------------------------------------------------------
As a result of differences in fees charged to each class of
shares and other circumstances that can cause the net asset values ("NAV") to
vary, separate NAV calculations must be performed and separate
dividend/distribution declarations must be made for each class of shares.
The procedures for calculating NAV and dividend distributions
depend upon the dividend/distribution policy of each Fund. Presently, it is the
Funds' policy to declare dividends from net investment income and distributions
from net realized long-term and/or short-term capital gains on at least an
annual basis.
Income and Expenses
-------------------
In maintaining the records for the Funds, the income, expense,
gain and loss accounts must be allocated to each class of shares within each
Fund. On a daily basis, income and realized and unrealized gains and losses will
be allocated to each class based upon the relative percentage of net assets at
the beginning of the day in each class, after such assets are adjusted for the
prior business day's capital share transactions.
11
<PAGE>
On a daily basis, the allocation of expenses to each class of
shares will depend upon the nature of each expense. Expenses fall into two
categories:
1. Fund Expenses - expenses attributable to all classes
of shares that are allocated based upon the adjusted
net assets of each class (Management Fee;
Administration Fee; Service Fee and Fiduciary/Audit
Fees).
2. Class Expenses - expenses attributable to a specific
class of shares (Distribution Fee).
Prior to determining each day's NAV or
dividends/distributions, the following expense items will be calculated as
indicated:
Management, Administration, Service and Fiduciary/Audit Fees
------------------------------------------------------------
The current day's accrual for Management, Administration and
Services Fees will be calculated using the beginning of the day's net assets of
each class of shares, before such assets are adjusted for the prior day/s
capital share transactions. Fiduciary/Audit Fees are estimated and charged to
the Funds daily on a pro rata basis.
Distribution Fee
----------------
The current day's accrual for the Distribution Fee will be
calculated using the beginning of the day's net assets, before such assets are
adjusted for the prior day's capital share transactions, attributable to Class B
and C shares.
In designing accounting procedures and controls relating to
the allocation of income and expenses and the calculation of NAV and
dividends/distributions for each class of shares, the following objectives must
be met:
1. Determining that class expenses attributable to each
class of shares are properly charged to each class of
shares and recorded in the Fund's accounting records.
2. Determining that income and other expenses and
realized and unrealized gains and losses are
allocated properly to each class of shares based upon
the relative percentage of net assets by class.
3. Determining that undistributed net investment income
and undistributed net realized gains and daily NAV
calculations for each class of shares are properly
calculated.
12
<PAGE>
To satisfy these objectives, the attached Multiple Class
Pricing Worksheet (or its equivalent) must be completed for each Fund employing
more than one class of shares.
NAV and Dividends/Distributions
-------------------------------
Dividends from net investment income will be determined as
follows:
o Dividends will be determined pursuant to authority of
the Fund's Trustees, before the deduction of class
expenses, for all classes of shares combined.
o From this amount, an amount equal to the per share
amount of class expenses accrued during the period to
which the dividend relates is subtracted.
o The result is the rate per share payable to each
class.
Distributions from net realized capital gains will be
determined by dividing the total amount of gains to be distributed as declared
pursuant to authority of the Trustees by the total number of shares outstanding
of the record date.
NAV by class will be determined by dividing the ending total
net assets by class by the number of shares outstanding in each class. Amounts
will be arrived at by completing the Multiple Class Pricing Worksheet (or its
equivalent).
13
<PAGE>
<TABLE>
<CAPTION>
Multiple Class Pricing Worksheet
--------------------------------
Fund: ___________________________ Date:____________________
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
<S> <C> <C> <C> <C>
Composite Class A Class B Class C
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
1. Prior Day NAV per Share
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
NET ASSET ALLOCATION
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
2. Total Net Assets at Beg. of Day
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
3. Net Share Activity
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
4. Adjusted Total Net Assets
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
5. % of Total Net Assets
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
INCOME AND EXPENSES
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
6. Dividend Income
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
7. Interest Income
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
8. Total Gross Income
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
9. Management Fee
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
10. Administration Fee
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
11. Service Fee
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
12. Fiduciary/Audit Fees
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
13. Total Fund Expenditures
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
14. Distribution Fee
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
15. Total Expenses
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
16. Net Investment Income
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
17. Dividend Rate
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
18. Gross Dividend
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
CAPITAL
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
19. Change in Undistributed Net Income
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
20. Current Day Share Activity
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
<S> <C> <C> <C> <C>
Composite Class A Class B Class C
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
21. Daily Realized Gain/Loss
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
22. Distributions from Net Capital Gains
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
23. Change in Unrealized Gain/Loss
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
24. Daily Change in Net Assets
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
25. Prior Day's Net Assets
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
26. Current Day's Net Assets
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
27. Current Day's Shares O/S
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
28. NAV per Share
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
29. Maximum Sales Load
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
30. Maximum Offering Price
------------------------------------------------------ ------------ ------------ ----------- ----------- ---
</TABLE>
Prepared by: _____________________ Reviewed by: __________________________
15
<PAGE>
MULTIPLE CLASS PRICING WORKSHEET
EXPLANATION
Line # Explanation
------ -----------
1. NAV per share from prior day's worksheet.
2. Net Assets at the beginning of the day per line 26 of prior
day's worksheet.
3. Prior day's net capital share activity, in dollars, as
reported in the current day by the Fund's transfer agent.
4. Adjusted total net assets for the current day. Equal to
line 2 plus line 3.
5. The percentage of net assets each class of shares
represents. Equal to line 4 for each class divided by
composite net assets.
6-7. Daily investment income from the Fund's accounting records
allocated based on the percentage in line 5.
8. Total daily gross income (Sum of lines 6 and 7).
9-11. Daily Management, Administration and Service fees
calculated in accordance with relevant agreements.
Calculated as appropriate daily rate multiplied by
composite net assets at the beginning of the current day
(line 2) and allocated based on the percentage in line 5.
12. Daily Fiduciary/Audit Fees
13. Daily Total Fund Expenses. Equal to lines 9 through 12.
14. Daily Distribution Fee amount calculated as applicable
percentage of total net assets for each class (line 2).
15. Total of all daily expenses. Equal to line 13 plus
line 14.
16. Total daily net investment income. Equal to line 8 minus
line 15.
17. Dividend rate per share as declared by the Board of
Trustees.
18. Gross dividend, if any. Calculated by multiplying line 17
by line 27.
19. Daily change in undistributed net income. Equal to line 16
less line 18. (Will be same as line 16 except on dividend
record days.)
20. Net dollar amount of capital share transactions for each
class of shares (from line 3).
16
<PAGE>
Line # Explanation
------ -----------
21. Daily amount of net capital gain/loss realized in the sale
of investments allocated based on the percentage in line 5.
22. Distribution of net realized capital gains as declared by
the Board of Trustees.
23. Daily change in appreciation/depreciation based on the
current day's market value of investments allocated to each
class based on the percentage of net assets (line 5).
24. Daily change in net assets. Equal to the sum of lines 19
through 23.
25. Closing net assets per prior day's worksheet.
26. Current day's total net assets. Equal to line 24 plus
line 25.
27. Total number of shares outstanding at the close of the
current day as reported by the Fund's transfer agent.
28. Current day's NAV per share. Equal to line 26 divided by
line 27.
29. Maximum allowable sales load for each class of shares per
the Funds' prospectus.
30. Current day's Maximum Offering Price per share. Equal to
line 28 divided by (100% less line 29).
17
<PAGE>
FINANCIAL REPORTING
The shareholder reports of each Fund will disclose the
respective expenses and performance data applicable to each class of Shares as
outlined below.
Statement of Assets and Liabilities
-----------------------------------
o Assets and liabilities and the composition of net assets on a combined
basis.
o Net Asset Value per share and Maximum Offering Price per share (where
applicable) as follows for each offered class:
Net Asset Value per share ($______ [division sign] ______ Shares of
beneficial interest) $x.xx
Maximum Offering Price per share ($x.xx [division sign] .xxx) $x.xx
Statement of Operations
-----------------------
o Standard reporting format with explicit disclosure of class specific
expenses.
Statement of Changes in Net Assets
----------------------------------
o Standard reporting format on a combined basis with the addition of
explicit disclosure of dividends and distributions paid to each class
and transactions in Fund shares (both dollars and shares) for each
class either therein or in a separate footnote.
Selected per share data and ratios
o For each required reporting period per share data and ratios will be
shown for each class, except for portfolio turnover which will be
calculated on a Fund level.
Notes to Financial Statements
o Include a note on methodology for allocating income, expenses and
realized and unrealized gains and losses.
o Include a note on transactions in Fund shares (both dollars and shares)
for each class for two years if not included in statement of changes in
net assets.
o Include in the note describing the distribution agreements disclosure
on any class 12b-1 fee arrangements.
18
<PAGE>
APPENDIX E
TO MULTIPLE CLASS PLAN
OF
THE PHOENIX-ENGEMANN FUNDS
EXCHANGE PRIVILEGE
Shareholders of the Funds Discussed herein may participate in
an exchange privilege as described below.
Shares of a specific class of any Fund may be exchanged for
shares that same class of any other Fund.
An exchange is permitted only in the following circumstances:
(1) if the Funds offer more than one class of shares, the
exchange must be between the same class of shares (e.g., Class A and Class B
shares of a multiple class Fund cannot be exchanged for each other);
(2) exchanges will be on the basis of the shares' relative
net asset values (with no sales charge, exchange fee or CDSC);
(3) the dollar amount of the exchange must be at least equal
to the minimum investment applicable to the shares of the Fund acquired through
such exchange; and
(4) the shares of the Fund acquired through exchange must be
qualified for sale in the state in which the shareholder resides.
EXCHANGE PRIVILEGES MAY BE MODIFIED OR SUSPENDED BY THE FUNDS
UPON SIXTY (60) DAYS' PRIOR NOTICE TO SHAREHOLDERS.
