THE PHOENIX-ENGEMANN FUNDS
(the "Funds")
CLASS M SHARES
AMENDED AND RESTATED DISTRIBUTION PLAN
PURSUANT TO RULE 12b-1
under the
INVESTMENT COMPANY ACT OF 1940
1. Introduction
The Funds and Phoenix Equity Planning Corporation (the "Distributor"),
a broker-dealer registered under the Securities Exchange Act of 1934, have
entered into a Distribution Agreement pursuant to which the Distributor will act
as principal underwriter of each class of shares of the Funds for sale to the
permissible purchasers. The Trustees of the Funds have determined to adopt this
Distribution Plan (the "Plan"), in accordance with the requirements of Section
12b-1 of the Investment Company Act of 1940, as amended (the "Act") with respect
to Class M shares of the Funds and have determined that there is a reasonable
likelihood that the Plan will benefit the Funds and its Class M shareholders.
2. Rule 12b-1 Fees
The Funds shall reimburse the Distributor, at the end of each month, up
to a maximum on an annual basis of 0.25% of the average daily value of the net
assets of each Funds Class M shares, subject to any applicable restrictions
imposed by rules of the National Association of Securities Dealers, Inc., for
distribution expenditures incurred by Distributor subsequent to the
effectiveness of this Plan, in connection with the sale and promotion of the
Class M shares of the Funds and the furnishing of services to Class M
shareholders of the Funds. Such expenditures shall consist of: (i) commissions
to sales personnel for selling Class M shares of the Funds (including
underwriting commissions and finance charges related to the payment of
commissions); (ii) compensation, sales incentives and payments to sales,
marketing and service personnel; (iii) payments to broker-dealers and other
financial institutions which have entered into selling agreements with the
Distributor for services rendered in connection with the sale and distribution
of Class M shares of the Funds; (iv) payment of expenses incurred in sales and
promotional activities, including advertising expenditures related to the Class
M shares of the Funds; (v) the costs of preparing and distributing promotional
materials; (vi) the cost of printing the Funds' Prospectus and Statement of
Additional Information for distribution to potential investors; and (vii) such
other similar services that the Trustees of the Funds determine are reasonably
calculated to result in the sale of Class M shares of the Funds. The Funds shall
[also] pay the Distributor, at the end of each month, an amount on an annual
basis equal to 0.25% of the average daily value of the net assets of each Funds
Class M shares, as compensation for providing personal service to shareholders,
including assistance in connection with inquiries relating to shareholder
accounts, and for maintaining shareholder accounts (the "Service Fee").
Any reduction to amounts payable under this Plan shall first be to the
extent of the Service Fee, and then from the balance of the 12b-1 Fee.
Amounts paid or payable by the Funds under this Plan or any agreement
with any person or entity relating to the implementation of this Plan ("related
agreement") shall only be used to pay for, or reimburse payment for, the
distribution expenditures described in the preceding paragraph and shall, given
all surrounding circumstances, represent charges within the range of what would
have been negotiated at arm's length as payment for the specific sales or
promotional services and activities to be financed hereunder and any related
agreement, as determined by the Trustees of the Funds, in the exercise of
reasonable business judgment, in light of fiduciary duties under state law and
Sections 36(a) and (b) of the Act and based upon appropriate business estimates
and projections.
3. Reports
At least quarterly in each year this Plan remains in effect, the Funds
Principal Accounting Officer or Treasurer, or such other person authorized to
direct the disposition of monies paid or payable by the Funds, shall prepare and
furnish to the Trustees of the Funds for their review, and the Trustees shall
review, a written report complying with the requirements of Rule 12b-l under the
Act regarding the amounts expended under this Plan and the purposes for which
such expenditures were made.
4. Required Approval
This Plan shall not take effect until it, together with any related
agreement, has been approved by a vote of at least a majority of the Funds
Trustees as well as a vote of at least a majority of the Trustees of the Funds
who are not interested persons (as defined in the Act) of the Funds and who have
no direct or indirect financial interest in the operation of this Plan or in any
related agreement (the "Disinterested Trustees"), cast in person at a meeting
called for the purpose of voting on this Plan or any related agreement and this
Plan shall not take effect with respect to the Funds until it has been approved
by a vote of at least a majority of the outstanding voting Class M shares (as
such phrase is defined in the Act).
5. Term
This Plan shall remain in effect for one year from the date of its
adoption and may be continued thereafter if specifically approved at least
annually by a vote of at least a majority of the Trustees of the Funds as well
as a majority of the Disinterested Trustees. This Plan may be amended at any
time, provided that (a) the Plan may not be amended to increase materially the
amount of the distribution expenses provided in Paragraph 2 hereof (including
the Service Fee) without the approval of at least a majority of the outstanding
voting securities (as defined in the Act) of the Class M shares of the Funds and
(b) all material amendments to this Plan must be approved by a majority vote of
the Trustees of the Funds and of the Disinterested Trustees cast in person at a
meeting called for the purpose of such vote.
6. Selection of Disinterested Trustees
While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons (as defined in the Act) of the Funds shall be
committed to the discretion of the Disinterested Trustees then in office.
7. Related Agreements
Any related agreement shall be in writing and shall provide that (a)
such agreement shall be subject to termination, without penalty, by vote of a
majority of the outstanding voting securities (as defined in the Act) of the
Class M shares of the Funds on not more than 60 days' written notice to the
other party to the agreement and (b) such agreement shall terminate
automatically in the event of its assignment.
8. Termination
This Plan may be terminated at any time by a vote of a majority of the
Disinterested Trustees or by a vote of a majority of the outstanding voting
securities (as defined in the Act) of the Class M shares of the Funds. In the
event this Plan is terminated or otherwise discontinued, no further payments
hereunder will be made hereunder.
9. Records
The Funds shall preserve copies of this Plan and any related agreements
and all reports made pursuant to Paragraph 3 hereof, and any other information,
estimates, projections and other materials that serve as a basis therefor,
considered by the Trustees of the Funds, for a period of not less than six years
from the date of this Plan, the agreement or report, as the case may be, the
first two years in an easily accessible place.
10. Non-Recourse
The Funds Amended and Restated Agreement and Declaration of Trust dated
July 13, 1993, a copy of which, together with the amendments thereto
("Declaration"), is on file in the office of the Secretary of the Commonwealth
of Massachusetts, refers to the Trustees under the Declaration of Trust
collectively as Trustees, but not as individuals or personally, and no Trustee,
shareholder, officer, employee or agent of the Funds may be held to any personal
liability, nor may any resort be had to their private property for the
satisfaction of any obligation or claim or otherwise in connection with the
affairs of the Funds but the Funds property only shall be liable.