The Portfolio Managers
Balanced Portfolio
Mr. George I. Askew serves as portfolio manager of the Balanced Portfolio and
as such is responsible for the day-to-day management of the Portfolio's
holdings. Mr. Askew has served as a research analyst for Phoenix Home Life
Mutual Insurance Company since 1994, and an associate in the investment
banking division of Merrill Lynch & Co., from 1987 until 1992. Mr. Askew
attended the University of California at Los Angeles from 1992 until 1994,
where he obtained his Masters in Business Administration.
Managed Bond Portfolio
Mr. James D. Wehr serves as portfolio manager of the Managed Bond Portfolio
and as such is responsible for the day-to-day management of the Portfolio's
holdings. Mr. Wehr has served as portfolio manager of the Phoenix Home Life
Separate Account P since 1990, Phoenix Tax-Exempt Bond Portfolio of the
Phoenix Multi-Portfolio Fund; Phoenix California Tax Exempt Bond Fund since
1993 and has been a Vice President of PIC since 1991.
Enhanced Reserves Portfolio
Mr. Marvin E. Flewellen serves as co-portfolio manager of the Enhanced
Reserves Portfolio and as such is responsible for the day-to-day management
of the Portfolio's holdings. Mr. Flewellen has served as a Vice President and
a Fixed Income Portfolio Manager with DPM since 1994. Mr. Flewellen was a
Second Vice President and portfolio manager with Northern Trust Bank from
1989 until 1994.
Mr. Robert J. Moore also serves as co-portfolio manager of the Enhanced
Reserves Portfolio and as such is responsible for the day-to-day management
of the Portfolio's holdings. Mr. Moore has served as Executive Vice President
and head of Fixed Income with DPM since 1995. Mr. Moore was a principal and a
portfolio manager with Harris Investment Management from 1989 until 1993 and
was a lead portfolio manager at Ford Motor Company from 1987 until 1989.
Growth Portfolio
Mr. Thomas Melvin serves as portfolio manager of the Growth Portfolio and as
such is responsible for the day-to-day management of the Portfolio's
holdings. Mr. Melvin has served as portfolio manager of Common Stock, Phoenix
Home Life Mutual Insurance Company from 1991 until 1995, and Portfolio
Manager, Constitution Capital Management from 1987 until 1991, and has been a
Vice President of PIC since 1992.
Money Market Portfolio
Ms. Dorothy J. Skaret serves as portfolio manager of the Money Market
Portfolio and as such is responsible for the day-to-day management of the
Portfolio's holdings. Ms. Skaret has served as the portfolio manager of
Phoenix Home Life Separate Account G from 1990 until 1995. Ms Skaret has also
served as the portfolio manager of the Money Market Fund of The Phoenix Edge
Series Fund from 1990 until the present, which also is advised by the
Adviser. Ms. Skaret is also a Vice President of National Securities &
Research Corporation since 1993.
U.S. Government Securities Portfolio
Mr. Christopher J. Kelleher serves as portfolio manager of the U.S.
Government Securities Portfolio and as such is responsible for the day-to-day
management of the Portfolio's holdings. Mr. Kelleher has served as the
portfolio manager of Phoenix Home Life Separate Account U since 1991. Mr.
Kelleher has been a Vice President of PIC since 1991 and is also a Vice
President of National Securities & Research Corporation (since 1993), and
Vice President of The Phoenix Edge Series Fund (since 1989).
The Financial Agent
Equity Planning serves as financial agent of the Fund and, as such, performs
administrative, bookkeeping and pricing services and certain other
administrative functions. As compensation, Equity Planning receives a
quarterly fee based on the average of the aggregate daily net asset values of
the Fund at an annual rate of $300 per $1 million which is expected to equal
approximately the cost to Equity Planning of providing such services.
The Custodians and Transfer Agent
The custodian of the assets of all Portfolios other than the Enhanced
Reserves Portfolio is The Chase Manhattan Bank, N.A., 1 Chase Manhattan
Plaza, Floor 3B, New York, New York 10081. The custodian for the assets of
the Enhanced Reserves Portfolio is State Street Bank and Trust Company, P.O.
Box 1713, Boston, Massachusetts 02101. The Fund has authorized the custodians
to appoint one or more subcustodians for the assets of the Fund held outside
the United States.
Equity Planning serves as transfer agent for the Fund (the "Transfer
Agent") for which it is paid $19.25 plus out-of-pocket expenses for each
designated shareholder account. The Transfer Agent is authorized to engage
sub-agents to perform certain shareholder servicing functions from time to
time for which such agents shall be paid a fee by the Transfer Agent.
Brokerage Commissions
Although the Rules of Fair Practice of the National Association of Securities
Dealers, Inc. prohibit its members from seeking orders for the execution of
investment company portfolio transactions on the basis of their sales of
investment company shares, under such Rules, sales of investment company
shares may be considered in selecting brokers to effect portfolio
transactions. Accordingly, some portfolio transactions are, subject to such
Rules and to obtaining best prices and executions, effected through dealers
(excluding Equity Planning) who sell shares of the Fund. The Advisers may
also select affiliated broker-dealers to execute transactions for the Fund,
provided that the commissions, fees or other remuneration paid to such
affiliated brokers is reasonable and fair as compared to that paid to
non-affiliated brokers for comparable transactions.
<PAGE>
For services rendered to the Fund during the period ended December 31, 1995, the
Trustees received an aggregate of $0 from the Fund as Trustees' fees. Each
Trustee who is not a full-time employee of the Adviser or any of its affiliates
currently receives a retainer at the annual rate of $3,000 and $500 per meeting.
Each Trustee who serves on a Committee receives a fee of $250 for each meeting
attended. Officers are compensated for their services by the Adviser and
receive no compensation from the Fund. Estimated payments for the 1996 fiscal
year are noted below:
COMPENSATION TABLE
<TABLE>
<CAPTION>
Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued Estimated From Fund and
Compensation as Part of Annual Benefits Fund Complex
Name From Fund Fund Expenses Upon Retirement Paid to Trustees
------------------------ ------------- --------------- ----------------- -------------------
<S> <C> <C> <C> <C>
C. Duane Blinn $5,500 None None $61,500
Robert Chesek 5,500 None None 53,500
E. Virgil Conway 5,500 None None 87,500
William W. Crawford 5,500 None None 32,500
Harry Dalzell-Payne 5,500 None None 53,500
William N. Georgeson 5,500 None None 35,00
Francis E. Jeffries None None None None
Leroy Keith, Jr. 5,500 None None 53,500
Philip R. McLoughlin None None None None
Everett L. Morris 5,500 None None 86,000
James M. Oates 5,500 None None 61,500
Richard A. Pavia 5,500 None None 32,500
Calvin J. Pederson None None None None
Philip R. Reynolds 5,500 None None 53,500
Herbert Roth, Jr. 5,500 None None 65,500
Richard E. Segerson 5,500 None None 61,500
Lowell P. Weicker, Jr. 5,500 None None 61,500
</TABLE>
<PAGE>
PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
STATEMENT OF ASSETS AND LIABILITIES
MARCH 1, 1996--BEGINNING OF DAY
<TABLE>
<CAPTION>
U.S.
Managed Growth Money Government
Balanced Bond Stock Market Securities
Portfolio Portfolio Portfolio Portfolio Portfolio
--------- --------- --------- --------- -------------
<S> <C> <C> <C> <C> <C>
Assets
Cash $100,000 $100,000 $100,000 $100,000 $100,000
Prepaid expenses 56,273 56,613 68,323 53,537 53,113
-------- -------- -------- -------- ------------
Total assets 156,273 156,613 168,323 153,537 153,113
Liabilities
Payable to distributor 56,273 56,613 68,323 53,537 53,113
-------- -------- -------- -------- ------------
Total liabilities 56,273 56,613 68,323 53,537 53,113
Net assets 100,100 100,100 100,100 100,100 100,100
======== ======== ======== ======== ============
Class Y
Shares of beneficial interest outstanding,
$1 par value unlimited authorization 5,586.280 2,955.257 2,082.899 100,000 7,488.393
Net assets $100,000 $100,000 $100,000 $100,000 $100,000
Net asset value and offering
price per share $17.90 $33.84 $48.01 $1.00 $13.35
Class X
Shares of beneficial interest outstanding,
$1 par value unlimited authorization 5.586 2.955 2.083 100 7.488
Net assets $100 $100 $100 $100 $100
Net asset value and offering
price per share $17.90 $33.84 $48.01 $1.00 $13.35
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENT
1. ORGANIZATION
Phoenix Duff & Phelps Institutional Mutual Funds (the "Fund") is organized as
a Massachusetts business trust and is registered under the Investment Company
Act of 1940, as amended, as a diversified, open-end management investment
company whose shares are offered in six separate portfolios (the
"Portfolios"). The Fund is expected to commence operations on or about March
1, 1996 other than the Enhanced Reserves Portfolio (not covered in this
financial statement) which is expected to be available for sale on or about
May 1, 1996.
Prior to March 1, 1996, the Portfolios, other than Enhanced Reserves
Portfolio, existed as separate accounts of Phoenix Home Life Mutual Insurance
Company ("PHL"). Upon commencement of operations, the net assets of each
separate account will be transferred into the corresponding Portfolio of the
Fund in exchange for shares of that Portfolio which will be credited to each
contractholder in accordance with the value of that contractholder's separate
account value as of the close of business on such date.
Each Portfolio has distinct investment objectives. The Balanced Portfolio
seeks to provide long-term capital growth, reasonable income and conservation
of capital. The Managed Bond Portfolio seeks to provide high current income
and appreciation of capital consistent with prudent investment risk. The
Growth Portfolio seeks as its investment objective long-term appreciation of
capital. The Money Market Portfolio seeks to provide as high a level of
current income as is consistent with the preservation of capital and the
maintenance of liquidity. The U.S. Government Securities Portfolio seeks as
its investment objective a high level of current income consistent with
safety of principal.
The Fund offers two classes of shares, Class X and Class Y. Class X shares
are available with no sales charges to institutional investors or plans whose
initial purchase of shares exceeds $5 million. Class Y shares are available
with an annual 0.25% distribution fee to institutional investors or plans
whose initial purchase of shares exceeds $1 million. Both classes of shares
have identical voting, dividend, liquidation and other rights (other than
conversion rights) and the same terms and conditions, except that Class Y
bears different distribution expenses and has exclusive voting rights with
respect to its distribution plan.
2. INVESTMENT ADVISER AND RELATED PARTY TRANSACTIONS
Phoenix Investment Counsel, Inc. ("PIC"), an indirect, majority-owned
subsidiary of PHL, serves as the investment adviser to the Portfolios other
than Enhanced Reserves Portfolio.
The Adviser is entitled to a fee, based upon the following annual rates as
a percentage of the average daily net assets of each Portfolio:
1st $1 $1 billion
billion plus
Balanced 0.55% 0.50%
Managed Bond 0.45% 0.40%
Growth 0.60% 0.55%
Money Market 0.25% 0.20%
U.S Government Securities 0.30% 0.25%
Phoenix Equity Planning Corporation ("PEPCO"), an indirect, majority-owned
subsidiary of PHL, serves as the national distributor of the Fund's shares.
Each Portfolio's Class Y shares pays PEPCO a distribution fee at an annual
rate of 0.25% applied to the average daily net assets of that class.
As Financial Agent to the Fund, PEPCO receives a fee at an annual rate of
0.03% of the average daily net assets of each Portfolio for bookkeeping,
administrative and pricing services. PEPCO also serves as the Fund's Transfer
Agent.
As of the date of this financial statement, Plc. holds all the outstanding
shares of each Portfolio of the Fund.
