As filed with the Securities and Exchange Commission on April 26, 1996
1933 Act Registration No. 33-80057
No. 811-9140
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM N-14
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. __ |_|
Post-Effective Amendment No. __ |_|
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PHOENIX DUFF & PHELPS
INSTITUTIONAL MUTUAL FUNDS
(Exact Name of Registrant as Specified in Declaration of Trust)
101 Munson Street, Greenfield, Massachusetts 01301
(Address of Principal Executive Offices)
Telephone Number: (800) 814-1897
----------
Philip R. McLoughlin
Vice Chairman and
Chief Executive Officer
Phoenix Duff & Phelps Corporation
56 Prospect Street
Hartford, Connecticut 06115
(Name and Address of Agent for Service)
----------
The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Pursuant to the provisions of Rule 24f-2 of the Investment Company Act
of 1940, the Registrant has previously elected to register an indefinite number
of shares and will file a Form 24f-2 with the Commission for its fiscal year
ending December 31, 1996 on or before March 1, 1997. Therefore, no filing fee is
due at this time.
================================================================================
<PAGE>
PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
Cross-reference sheet pursuant to Rule 481 (a)
of Regulation C
Under the Securities Act of 1933
Form N-14 Item No.
Part A INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Beginning of Registration Statement
and Outside Front Cover Page of
Prospectus............................ Outside front cover page of
Proxy Statement/Prospectus
Item 2. Beginning and Outside Back Cover
Page of Prospectus.................... Table of Contents
Item 3. Synopsis and
Risk Factors.......................... Summary; Risk Factors; Fee
Comparisons
Item 4. Information about the Transaction..... Summary; The Proposed
Reorganization
Item 5. Information about the Registrant...... Outside front cover page of
Proxy Statement/Prospectus;
Summary; The Proposed
Reorganization; Other
Information; Prospec tus and
Statement of Additional
Information of the Phoenix Fund
(incorporated by refer ence)
Item 6. Information about the Trust
Being Acquired........................ Prospectus and Statement of
Additional Information of the
D&P Fund (incorporated by
reference)
Item 7. Voting Information.................... Voting Information and
Requirements
Item 8. Interest of Certain Persons and
Experts............................... Summary; Reasons for the
Proposed Reorganization
Item 9. Additional Information Required
for Reoffering by Persons Deemed to
be Underwriters....................... Not applicable
Part B INFORMATION REQUIRED IN A
STATEMENT OF ADDITIONAL INFORMATION
Item 10. Cover Page............................ Cover Page
Item 11. Table of Contents..................... Table of Contents
Item 12. Additional Information about the
Registrant............................ Incorporation of Documents by
Reference
Item 13. Additional Information about the
Trust Being Acquired.................. Incorporation of Documents by
Reference
Item 14. Financial Statements.................. Financial Statements
Part C OTHER INFORMATION
Items 15-17. Information required to be included in Part C is set forth under
the appropriate Item, so numbered, in Part C of this Registration Statement
<PAGE>
DUFF & PHELPS ENHANCED RESERVES FUND
55 East Monroe Street
Chicago, Illinois 60603
(312) 263-2610
Notice of Special Meeting
June 14, 1996
NOTICE IS HEREBY GIVEN to the holders of shares of beneficial interest,
without par value, of Duff & Phelps Enhanced Reserves Fund (the "D&P Fund"), a
series of Duff & Phelps Mutual Funds (the "D&P Trust"), that a special meeting
of shareholders will be held at the offices of Phoenix Duff & Phelps
Institutional Mutual Funds, 101 Munson Street, Greenfield, Massachusetts 01301
on June 14, 1996 at 9:00 a.m. (the "Special Meeting"), for the following
purposes:
1. To approve an Agreement and Plan of Reorganization pursuant to which the
D&P Fund would transfer all of its net assets to the Phoenix Duff & Phelps
Institutional Enhanced Reserves Portfolio (the "Phoenix Fund"), a series of
Phoenix Duff & Phelps Institutional Mutual Funds, in exchange for corresponding
shares of beneficial interest, par value $1.00 per share, of the Phoenix Fund,
which shares would then be distributed to shareholders of the D&P Fund in
connection with the dissolution of the D&P Fund.
2. To transact such other business as may properly come before the Special
Meeting.
Shareholders of record as of the close of business on May 17, 1996 are
entitled to vote at the Special Meeting or any adjournment thereof.
By order of the Board of Trustees,
Thomas N. Steenburg
Secretary
May 24, 1996
SHAREHOLDERS OF THE D&P FUND ARE INVITED TO ATTEND THE SPECIAL MEETING IN
PERSON. IF YOU DO NOT EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE INDICATE YOUR
VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT
IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO
POSTAGE IF MAILED IN THE UNITED STATES.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK
THAT YOU MAIL YOUR PROXY PROMPTLY.
THE TRUSTEES OF THE D&P FUND RECOMMEND THAT YOU CAST YOUR VOTE FOR THE
APPROVAL OF THE REORGANIZATION.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
<PAGE>
SUBJECT TO COMPLETION -- DATED APRIL 26, 1996
DUFF & PHELPS ENHANCED RESERVES FUND
PROXY STATEMENT/PROSPECTUS
Relating to the Acquisition of Assets and Liabilities of
DUFF & PHELPS ENHANCED RESERVES FUND
by and in Exchange for Shares of
PHOENIX DUFF & PHELPS INSTITUTIONAL ENHANCED RESERVES PORTFOLIO
This Proxy Statement/Prospectus is being furnished to shareholders of Duff
& Phelps Enhanced Reserves Fund (the "D&P Fund"), a series of Duff & Phelps
Mutual Funds, a Massachusetts business trust (the "D&P Trust"), and relates to
the special meeting of shareholders of the D&P Fund to be held at the offices of
Phoenix Duff & Phelps Institutional Mutual Funds, 101 Munson Street, Greenfield,
Massachusetts 01301 on June 14, 1996 at 9:00 a.m. and at any and all
adjournments thereof (the "Special Meeting"). The purpose of the Special Meeting
is to approve or disapprove the proposed reorganization (the "Reorganization")
of the D&P Fund which would result in shareholders of the D&P Fund in effect
exchanging their shares of the D&P Fund for corresponding Class X Shares of
beneficial interest of the Phoenix Duff & Phelps Institutional Enhanced Reserves
Portfolio (the "Phoenix Fund"), a series of the Phoenix Duff & Phelps
Institutional Mutual Funds, a Massachusetts business trust (the "Phoenix Trust")
(the D&P Fund and the Phoenix Fund sometimes are referred to herein collectively
as the "Fund"). The investment objective of the Phoenix Fund is to seek high
current income consistent with preservation of capital, which is identical to
that of the D&P Fund. Duff & Phelps Investment Management Co. (the "Adviser")
serves as the investment adviser for the Phoenix Fund and the D&P Fund, and the
same portfolio managers are primarily responsible for the day-to-day portfolio
management of the Phoenix Fund and the D&P Fund. The purpose of the
Reorganization is to seek to increase the quality of administration and
distribution services received by the Fund and to achieve certain efficiencies
with respect to the distribution and marketing of the Fund's shares, which
opportunities have arisen in connection with the recent acquisition by Phoenix
Home Life Mutual Insurance Company of a controlling interest in Duff & Phelps
Corporation, which has been renamed Phoenix Duff & Phelps Corporation. In
connection with the Reorganization, Phoenix Equity Planning Corporation ("Equity
Planning") will replace ALPS Mutual Funds Services, Inc. ("ALPS") as the
distributor of the Fund's shares and as the Fund's administrator. Shareholders
of the Phoenix Fund will be able to exchange their shares for shares of the same
class of other series of the Phoenix Trust.
The Phoenix Fund is one of six series of the Phoenix Trust. The Phoenix
Trust is an open-end, diversified management investment company, which is
authorized to issue an unlimited number of shares of beneficial interest, par
value $1.00 per share. The address and principal executive office of the Phoenix
Trust is 101 Munson Street, Greenfield, Massachusetts 01301 (telephone no. (800)
814-1897). The address and principal executive office of the D&P Trust is 55
East Monroe Street, Chicago, Illinois 60603 (telephone no. (312) 263-2610). The
enclosed proxy card and this Proxy Statement/Prospectus are first being sent to
D&P Fund shareholders on or about May 24, 1996.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Proxy Statement/Prospectus contains information shareholders of the
D&P Fund should know before voting on the Reorganization and constitutes an
offering of shares of the Phoenix Trust only. Please read it carefully and
retain it for future reference. A Statement of Additional Information dated May
24, 1996, relating to this Proxy
(continued on next page)
The date of this Proxy Statement/Prospectus is May 24, 1996.
<PAGE>
(continued from previous page)
Statement/Prospectus (the "Reorganization SAI") has been filed with the
Securities and Exchange Commission (the "SEC") and is incorporated herein by
reference. A Prospectus and Statement of Additional Information containing
additional information about the Phoenix Fund, each dated March 1, 1996, as
supplemented March 1 and May 1, 1996 have been filed with the SEC and are
incorporated herein by reference. A copy of the Prospectus of the Phoenix Fund
(the "Phoenix Fund Prospectus") accompanies this Proxy Statement/Prospectus. A
Prospectus and Statement of Additional Information containing additional
information about the D&P Fund, each dated April 29, 1996, have been filed with
the SEC and are incorporated herein by reference. Copies of any of the foregoing
may be obtained without charge by calling or writing to the D&P Fund at the
telephone number or address shown above. If you wish to request the
Reorganization SAI, please ask for the "Reorganization SAI."
No person has been authorized to give any information or make any
representation not contained in this Proxy Statement/Prospectus and, if so given
or made, such information or representation must not be relied upon as having
been authorized. This Proxy Statement/Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities in any jurisdiction in
which, or to any person to whom, it is unlawful to make such offer or
solicitation.
The Phoenix Fund and the D&P Fund are subject to the informational
requirements of the Securities Exchange Act of 1934, as amended, and the
Investment Company Act of 1940, as amended, and in accordance therewith, file
reports and other information with the SEC. Such reports, other information and
proxy statements filed by the Phoenix Fund and the D&P Fund can be inspected and
copied at the public reference facilities maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at its Regional Offices. Copies of such
material can also be obtained from the SEC's Public Reference Branch, Office of
Consumer Affairs and Information Services, Washington, D.C. 20549, at prescribed
rates.
2
<PAGE>
TABLE OF CONTENTS
Page
FEE COMPARISONS...........................................................
APPROVAL OR DISAPPROVAL OF THE PROPOSED REORGANIZATION....................
A. SUMMARY.............................................................
B. RISK FACTORS........................................................
C. THE PROPOSED REORGANIZATION.........................................
Terms of the Reorganization Agreement...............................
Description of Securities to Be Issued..............................
Shares of Beneficial Interest..................................
Voting Rights of Shareholders..................................
Continuation of Shareholder Accounts and Share Certificates....
Reasons for the Proposed Reorganization.............................
Federal Income Tax Consequences.....................................
Comparisons of the Phoenix Fund and D&P Fund........................
Investment Objective and Policies..............................
Management of the Funds........................................
Administration, Bookkeeping and Accounting Services, and
Transfer Agent Distribution....................................
Purchase of Shares.............................................
Redemption Procedures..........................................
Exchange Rights................................................
Declarations of Trust..........................................
D. INFORMATION ABOUT THE FUNDS.........................................
Comparative Performance Information.................................
Ratification of the Phoenix Fund....................................
Expenses............................................................
E. RECOMMENDATIONS OF BOARD OF TRUSTEES................................
OTHER MATTERS THAT MAY COME BEFORE THE MEETING............................
OTHER INFORMATION........................................................
A. SHAREHOLDINGS OF THE D&P FUND AND THE PHOENIX FUND..................
B. SHAREHOLDER PROPOSALS...............................................
VOTING INFORMATION AND REQUIREMENTS.......................................
3
<PAGE>
FEE COMPARISONS
Phoenix Fund
D&P Fund Class X Shares
-------- --------------
Shareholder Transaction Expenses
Sales Load Imposed on Purchases.................. None None
Sales Load Imposed on Reinvested Dividends....... None None
Deferred Sales Load.............................. None None
Redemption Fees.................................. None None
Exchange Fees.................................... None None
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees.................................. 0.08%(1) 0.24%
Administration Fees.............................. 0.15% None
Rule 12b-1 Fees.................................. None None
Other Expenses................................... 0.12% 0.10%(2)
Total Fund Operating Expenses
(after waivers and reimbursements)............ 0.35% 0.34%
- ------------------------------
1 Absent the Adviser's voluntary reimbursement, Management Fees for the
D&P Fund would have been 0.15% and Total Fund Operating Expenses would
have been 0.42%.
2 The Adviser has voluntarily agreed to reimburse or waive other operating
Expenses of the Phoenix Fund, excluding interest, taxes, brokerage fees,
commissions and extraordinary expenses until December 31, 1996, to the
extent that such expenses exceed 0.34% of the average annual net asset
value of Class X Shares of the Phoenix Fund. Absent such reimbursement
or waiver, other Expenses are estimated to be 0.29% and Total Fund
Operating Expenses are estimated to be 0.53%.
4
<PAGE>
APPROVAL OR DISAPPROVAL OF THE PROPOSED REORGANIZATION
A. SUMMARY
The following is a summary of, and is qualified by reference to, the more
complete information contained in this Proxy Statement/Prospectus, including:
the Agreement and Plan of Reorganization by and between the D&P Trust, on behalf
of the D&P Fund, and the Phoenix Trust, on behalf of the Phoenix Fund, attached
hereto as Exhibit A (the "Reorganization Agreement"); the prospectus of the D&P
Fund dated April 29, 1996 (the "D&P Prospectus") incorporated herein by
reference; and the prospectus of the Phoenix Fund dated March 1, 1996, as
supplemented (the "Phoenix Prospectus") incorporated herein by reference and
accompanying this Proxy Statement/Prospectus. This Proxy Statement/Prospectus
constitutes an offering of shares of the Phoenix Trust only.
On November 1, 1995, Phoenix Duff & Phelps Corporation (formerly Duff &
Phelps Corporation) ("PDP") became an indirect, majority-owned subsidiary of
Phoenix Home Life Mutual Insurance Company ("Phoenix Home Life"). The
transaction provided PDP with access to the administrative and distribution
capabilities of affiliates of Phoenix Home Life.
The Phoenix Trust currently consists of six series, five series of which
were created to replicate the investment objective and policies and to
facilitate the conversion of former Phoenix Home Life separate account assets
managed for institutional investors by Phoenix Investment Counsel, Inc. ("PIC")
and the sixth series of which was created to replicate the investment objective
and policies and to facilitate the acquisition of the assets and liabilities of
the D&P Fund. The Adviser, a wholly-owned subsidiary of PDP, currently acts as
investment adviser for the D&P Fund and acts as investment adviser for the
Phoenix Fund. PIC, an indirect, wholly-owned subsidiary of the PDP, acts as the
investment adviser for the other five series of the Phoenix Trust. Phoenix
Equity Planning Corporation ("Equity Planning"), a wholly-owned subsidiary of
PDP, acts as the distributor, financial agent and transfer agent for each series
of the Phoenix Trust. As a single open-end, management investment company with
several series, the Phoenix Trust seeks to realize efficiencies for each series
in connection with the distribution, administration and marketing thereof.
The Phoenix Fund was created as one of six series of the Phoenix Trust for
the purposes of replicating the investment objective and policies of the D&P
Fund and facilitating the reorganization (the "Reorganization") of the D&P Fund
into the Phoenix Fund, thereby making it a series of the Phoenix Trust (the D&P
Fund and the Phoenix Fund sometimes are referred to herein collectively as the
"Fund"). The investment objective of the Phoenix Fund is to seek a high level of
current income consistent with the preservation of capital, which is identical
to that of the D&P Fund. There can be no assurance that the Phoenix Fund will
achieve its investment objective. In connection with the Reorganization, Equity
Planning will replace ALPS Mutual Funds Services, Inc. ("ALPS") as the
distributor of the Fund's shares and as the Fund's administrator. Shareholders
of the Phoenix Fund will be able to exchange their shares for shares of the same
class of other series of the Phoenix Trust. Following the Reorganization, the
Phoenix Fund and the other series of the Phoenix Trust will share a joint
prospectus and, from time to time, joint marketing materials. Management of the
Fund believes that these changes will increase the quality of administration and
distribution services received by the Fund and will achieve certain efficiencies
with respect to the distribution and marketing of the Fund's shares.
Each series of the Phoenix Trust, including the Phoenix Fund, is currently
authorized to offer two classes of shares on a continuous basis. The Class X
Shares of the Phoenix Fund (the "Class X Shares") are substantially similar to
the existing shares of the D&P Fund. As described in more detail below, if the
Reorganization is approved by the shareholders of the D&P Fund and other terms
and conditions of the Reorganization Agreement are satisfied, the D&P Fund will
receive Class X Shares of the Phoenix Fund at the closing in exchange for the
assets and liabilities of the D&P Fund. Such Class X Shares will be distributed
to D&P Fund shareholders and the D&P Fund will be dissolved. The Class X Shares
of the Phoenix Fund to be distributed to the D&P Fund shareholders have no sales
load, distribution fees or service fees, similar to the shares of the D&P Fund.
The redemption rights of Class X Shares of the Phoenix Fund are substantially
similar to the redemption rights of the shares of the D&P Fund. Unlike holders
of shares of the D&P
5
<PAGE>
Fund, however, the holders of Class X Shares of the Phoenix Fund will be able to
exchange their Class X Shares for shares of the same class of other series of
the Phoenix Trust.
The Reorganization is intended to qualify as a "reorganization" within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as
amended (the "Code"). If the Reorganization so qualifies, in general a
shareholder of the D&P Fund will recognize no gain or loss upon the receipt of
solely the Class X Shares of the Phoenix Fund pursuant to the Reorganization.
Additionally, the D&P Fund would not recognize any gain or loss as a result of
the exchange of all of its net assets for the Class X Shares of the Phoenix Fund
or as a result of its liquidation. The Phoenix Fund expects that it will not
recognize any gain or loss as a result of the Reorganization, that it will take
a carryover basis in the assets acquired from the D&P Fund and that its holding
period of such assets will include the period during which the assets were held
by the D&P Fund. See "The Proposed Reorganization--Federal Income Tax
Consequences."
The Board of Trustees of the D&P Trust, including the Trustees who are not
interested persons of either registered investment company participating in the
transaction (the "D&P Board") has unanimously determined that the Reorganization
is in the best interests of the shareholders of the D&P Fund and that such
shareholders' interests will not be diluted as a result of the Reorganization.
THE D&P BOARD RECOMMENDS THAT YOU VOTE FOR THE REORGANIZATION. APPROVAL OF
THE REORGANIZATION REQUIRES THE FAVORABLE VOTE OF THE HOLDERS OF A MAJORITY OF
THE OUTSTANDING SHARES OF THE D&P FUND AND ENTITLED TO VOTE AT THE SPECIAL
MEETING. SEE "RISK FACTORS" "THE PROPOSED REORGANIZATION" AND "VOTING
INFORMATION AND REQUIREMENTS."
B. RISK FACTORS
The Phoenix Fund was created for the purposes of replicating the investment
objectives and policies of the D&P Fund and facilitating the acquisition of the
assets and liabilities of the D&P Fund. The investment objective of the Phoenix
Fund is identical to that of the D&P Fund. There can be no assurance that the
Phoenix Fund or the D&P Fund will achieve its investment objective. The
investment policies and practices of the Phoenix Fund are substantially similar
to those of the D&P Fund. The Adviser of the Phoenix Fund is the same as that of
the D&P Fund, and the portfolio managers primarily responsible for the
day-to-day management of the Phoenix Fund are the same as those of the D&P Fund.
Accordingly, the risks of the Phoenix Fund are expected to be substantially
similar to the risks of the D&P Fund as described in the D&P Prospectus. Please
see "Investment Objectives and Policies" and "Investment Techniques and Related
Risks" in the accompanying Phoenix Fund Prospectus.
C. THE PROPOSED REORGANIZATION
Terms of the Reorganization Agreement
On February 16, 1996, the D&P Board approved the Reorganization. The
Reorganization Agreement provides that at the time of the closing (the
"Closing") the D&P Fund will transfer all or substantially all of its assets to
the Phoenix Fund in exchange for (i) Class X Shares of the Phoenix Fund and (ii)
the assumption of the liabilities of the D&P Fund by the Phoenix Fund. At the
Closing, the Phoenix Fund will issue full and fractional Class X Shares to the
D&P Fund equal in number to the issued and outstanding shares of the D&P Fund as
of the Closing. The D&P Fund will distribute such Class X Shares of the Phoenix
Fund to the shareholders of the D&P Fund, one Class X Share for each share of
the D&P Fund owned, and then dissolve pursuant to the Reorganization Agreement.
The Reorganization is subject to the approval of the shareholders of the
D&P Fund. Provided the Reorganization has been approved by the shareholders of
the D&P Fund and other terms and conditions of the Reorganization Agreement are
satisfied, the Closing will occur on or about June 14, 1996, or such later date
as soon as practicable thereafter as the Phoenix Fund and the D&P Fund may
mutually agree.
6
<PAGE>
In the Reorganization Agreement, the D&P Trust and the Phoenix Trust have
made certain representations and warranties to each other regarding their
respective organization, registration, authority, capitalization and conduct of
business.
Unless waived in accordance with the Reorganization Agreement, the
obligations of the parties to the Reorganization Agreement are subject to, among
other things:
3. Approval of the Reorganization by the D&P Fund's shareholders;
4. The absence of any action, suit or other proceeding threatened or
pending seeking to prevent the consummation of the transactions
contemplated by the Reorganization Agreement;
5. The receipt of all necessary consents, orders or permits under Federal,
state or local regulatory authorities;
6. The truth in all material respects as of the Closing of the
representations and warranties of the parties and performance and
compliance in all material respects with the parties' agreements,
obligations and covenants required by the agreements;
7. The effectiveness of this Proxy Statement/Prospectus under applicable
law and obtaining of any approvals, registrations or exemptions under
federal and state securities laws; and
8. Receipt of the opinion of counsel relating to the tax-free status of the
Reorganization.
The Reorganization Agreement may be terminated or amended by the mutual
consent of the parties either before or after approval thereof by the
shareholders of the D&P Fund, provided that no such amendment after such
approval shall be made if it would have the effect of adversely changing the
number of Class X Shares to be issued to the D&P Fund's shareholders.
The Adviser has agreed to pay all of the costs of soliciting approval of
the Reorganization by the D&P Fund's shareholders and related costs of the
Reorganization, including expenses incurred by the D&P Fund.
Description of Securities To Be Issued
Shares of Beneficial Interest
The shares of beneficial interest in the Phoenix Fund being offered hereby
are represented by transferable shares of beneficial interest, par value $1.00
per share, designated Class X Shares (the "Class X Shares"). Shareholders of the
D&P Fund receiving Class X Shares pursuant to the Reorganization will not be
subject to the minimum initial investment requirements normally applicable to
Class X Shares of the Phoenix Fund. The Reorganization Agreement and Declaration
of Trust of the Phoenix Trust (the "Phoenix Declaration") permits the Phoenix
Board, as they deem necessary or desirable, to create one or more separate
investment portfolios and to issue a separate series of shares for each
portfolio and subject to compliance with the Investment Company Act of 1940, as
amended (the "1940 Act"), to further sub-divide the shares of a series into one
or more classes of shares for such series. The Phoenix Fund currently is
authorized to issue one additional class of shares, designated Class Y Shares.
Shares of each class represent an identical interest in the investment portfolio
of the Phoenix Fund, and generally have the same rights except that Class Y
Shares bear certain distribution costs which cause the Class Y Shares to have a
higher expense ratio and to receive lower dividends than the Class X Shares. The
Phoenix Fund anticipates commencing distribution of Class Y Shares after the
Reorganization. Further information regarding the Class X Shares and Class Y
Shares of the Phoenix Fund is contained in the accompanying Phoenix Fund
Prospectus.
7
<PAGE>
Voting Rights of Shareholders
Holders of shares of the Phoenix Fund are entitled to one vote per share on
matters as to which they are entitled to vote; however, separate votes generally
are taken by each series (or classes thereof) when matters affect only a series
(or class thereof) or affect such series (or class thereof) differently. The
shareholder voting rights contained in the Phoenix Declaration are substantially
similar to the shareholder voting rights contained in the Amended and Restated
Declaration of Trust of the D&P Trust (the "D&P Declaration").
Each of the Phoenix Trust and the D&P Trust operates as a diversified,
open-end management investment company registered with the SEC under the 1940
Act. Therefore, in addition to the specific voting rights described above,
shareholders of the Phoenix Trust, as well as shareholders of the D&P Trust, are
entitled, under current law, to vote with respect to certain other matters,
including changes in fundamental investment policies and restrictions and the
ratification of the selection of independent auditors. Under the 1940 Act,
shareholders owning not less than 10% of the outstanding shares of the Phoenix
Trust or D&P Trust may request that the respective board of trustees call a
shareholders' meeting for the purpose of voting upon the removal of trustee(s).
Continuation of Shareholder Accounts and Share Certificates
If the Reorganization is approved, the Phoenix Fund will establish at the
Closing an account for each D&P Fund shareholder containing the appropriate
number of Class X Shares of the Phoenix Fund. Accounts of the Phoenix Fund are
in book-entry form. It will not be necessary for shareholders of the D&P Fund to
whom certificates have been issued to surrender their certificates. Upon
liquidation of the D&P Fund, such certificates will become null and void.
Reasons For The Proposed Reorganization
In determining whether to recommend approval of the Reorganization to
shareholders of the D&P Fund, the D&P Board considered a number of factors,
including, but not limited to: (l) capabilities and resources of the Adviser and
the other service providers to the Phoenix Fund in the areas of administration,
marketing, distribution and shareholder services; (2) advisory fees and other
expenses applicable to the D&P Fund and the Phoenix Fund and the estimated
expense ratios of the Phoenix Fund after the Reorganization; (3) the terms and
conditions of the Reorganization Agreement and whether the Reorganization would
result in dilution of D&P Fund shareholder interests; (4) the advantages of
marketing the Phoenix Fund together with the other series of the Phoenix Trust;
(5) the potential for a reduction of printing and marketing expenses through the
use of a joint prospectus and joint marketing materials; (6) the costs estimated
to be incurred by the respective funds as a result of the Reorganization; (7)
the availability of exchangeability of shares of the same class among the series
of the Phoenix Trust; and (8) the anticipated tax consequences of the
Reorganization. Based upon these factors, the D&P Board unanimously determined
that the Reorganization is in the best interests of the shareholders of the D&P
Fund.
Federal Income Tax Consequences
The following is a general discussion of the material federal income tax
consequences of the Reorganization to shareholders of the D&P Fund and
shareholders of the Phoenix Fund. It is based upon the Code, Treasury
regulations, judicial authorities, published positions of the Internal Revenue
Service (the "Service") and other relevant authorities, all as in effect on the
date hereof and all of which are subject to change or different interpretations
(possibly on a retroactive basis). This summary is limited to shareholders who
hold their D&P Fund shares as capital assets. No advance rulings have been or
will be sought from the Service regarding any matter discussed in this Proxy
Statement/Prospectus. Accordingly, no assurances can be given that the Service
could not successfully challenge the intended federal income tax treatment
described below. Shareholders should consult their own tax advisors to determine
the specific federal income tax consequences of all transactions relating to the
Reorganization, as well as the effects of state, local and foreign tax laws.
8
<PAGE>
The Reorganization is intended to qualify as a "reorganization" within the
meaning of Section 368(a) of the Code. It is a condition to closing that
the Phoenix Fund and the D&P Fund receive an opinion from the law firm of
Skadden, Arps, Slate, Meagher & Flom to the effect that for federal income tax
purposes:
1. The acquisition and assumption by the Phoenix Fund of the assets
and liabilities of the D&P Fund in exchange solely for Class X Shares of
the Phoenix Fund will qualify as a tax-free reorganization within the
meaning of Section 368(a) of the Code.
2. No gain or loss will be recognized by the D&P Fund or the Phoenix
Fund upon the transfer to, and assumption by, the Phoenix Fund of the
assets and liabilities of the D&P Fund in exchange solely for the Class X
Shares of the Phoenix Fund.
3. The Phoenix Fund's basis in the D&P Fund's assets received in the
Reorganization will, in each instance, equal the basis of such assets in
the hands of the D&P Fund immediately prior to the transfer, and the
Phoenix Fund's holding period of such assets will, in each instance,
include the period during which the assets were held by the D&P Fund.
4. No gain or loss will be recognized by the shareholders of the D&P
Fund upon the exchange of their shares of the D&P Fund solely for the Class
X Shares of the Phoenix Fund.
5. The tax basis of the Class X Shares of the Phoenix Fund received by
the shareholders of the D&P Fund will be the same as the tax basis of the
shares of the D&P Fund surrendered in exchange therefor.
6. The holding period of the Class X Shares of the Phoenix Fund
received by the shareholders of the D&P Fund will include the holding
period of the shares of the D&P Fund surrendered in exchange therefor.
In rendering its opinion, Skadden, Arps, Slate, Meagher & Flom may rely
upon certain representations of the management of the D&P Fund and the Phoenix
Fund and it has assumed, for purposes of such opinion, that the Reorganization
will be consummated as described in the Reorganization Agreement and that
issuances and redemptions of shares of the D&P Fund occurring prior to the
Closing and issuances and redemptions of Class X Shares of the Phoenix Fund
occurring after the Closing will be solely in the ordinary course of business
of each such Fund.
The Phoenix Fund intends to be taxed under the rules applicable to
regulated investment companies as defined in Section 851 of the Code, which are
the same rules currently applicable to the D&P Fund and its shareholders.
Comparisons of the Phoenix Fund and the D&P Fund
Investment Objective and Policies
The investment objective of the Phoenix Fund is to seek to provide a high
level of current income consistent with the preservation of capital, which is
identical to the investment objective of the D&P Fund. The investment policies
of the Phoenix Fund are described in the Phoenix Prospectus attached to this
Proxy Statement/Prospectus and are incorporated herein by reference. Such
investment policies are substantially similar to the investment policies of the
D&P Fund. Differences between investment policies or techniques are such that
the Phoenix Fund allows up to 15% of its total net asset value to be invested in
U.S. dollar denominated securities of foreign issuers whereas the D&P Fund
currently allows up to 20% of its total assets to be invested in such
securities.
Management of the Funds
The business and affairs of the D&P Fund and the Phoenix Fund are managed
under the supervision of the D&P Board and Phoenix Board, respectively. The D&P
Board currently consists of six trustees, including one trustee who is an
"interested person" of the D&P Fund as defined by the 1940 Act. The Phoenix
Board consists of seventeen trustees, including three trustees who are
interested persons of the Phoenix Fund as defined by the 1940 Act. The Phoenix
Board combines the six trustees of the D&P Trust and other investment companies
advised by the Adviser with eleven trustees
9
<PAGE>
who currently also serve as trustees for investment companies advised by Phoenix
Investment Counsel, Inc. or National Securities and Research Corporation,
wholly-owned subsidiaries of PDP. Although the number of board members
increases, the aggregate trustee compensation expense of the Phoenix Fund is
anticipated to be less than the aggregate trustee compensation expense of the
D&P Fund because of changes in the compensation structure and rates and
economics of scale from having more series under the Phoenix Trust.
The Adviser serves as the investment adviser to the D&P Fund pursuant to an
investment advisory agreement dated September 7, 1995. The D&P Fund's
investment advisory agreement was last approved by the D&P Board, including a
majority of the disinterested trustees, on July 12, 1995, and by shareholders on
September 7, 1995 at a meeting called for the purpose of approving the
assignment of the D&P Fund's investment advisory agreement in connection with
Phoenix Home Life's acquisition of a controlling interest in PDP. The D&P Fund
currently pays the Adviser a monthly fee based on its average daily net asset
value at the annual rate of 0.15%.
The Adviser will serve as the investment adviser to the Phoenix Fund
pursuant to an investment advisory agreement dated the date of the Closing. In
connection with the Reorganization, the Phoenix Fund will issue a single Class X
Share to the D&P Fund. If the Reorganization is approved by shareholders of the
D&P Fund, the D&P Fund will approve the proposed investment advisory agreement
of the Phoenix Fund as sole shareholder immediately preceding the Closing. The
Phoenix Fund will pay the Adviser a monthly fee based on its average daily net
asset value at the annual rate of 0.24% of the first $1 billion of average daily
net assets, which fee is reduced to 0.19% on average daily net assets over $1
billion.
Although the investment advisory fee with respect to the Phoenix Fund is at
an annual rate which is higher than the investment advisory fee with respect to
the D&P Fund, such higher fee will be partially offset by the lower
administration and administration-related expenses to be charged by Equity
Planning after the Reorganization, which management estimates will be
approximately 0.06% lower annually than the administration fee currently paid to
ALPS. Management believes that certain expenses such as printing and marketing
expenses may be reduced after the Reorganization by spreading such expenses over
the aggregate assets of all of the series of the Phoenix Trust. The Adviser has
voluntarily agreed to reimburse or waive total fund operating expenses of the
Phoenix Fund, excluding interest, taxes, brokerage fees, commissions and
extraordinary expenses until December 31, 1996, to the extent that such expenses
exceed 0.34% of the average annual net asset value of Class X Shares of the
Phoenix Fund. The Adviser has made no determination with respect to any
reimbursement or waiver with respect to the D&P Fund. There are no assurances
that subsequent to December 31, 1996, the expense ratio of the Phoenix Fund will
not be higher or lower than the historical expense ratio of the D&P Fund. See
"FEE COMPARISONS".The Adviser will provide substantially the same services to
the Phoenix Fund after the Reorganization as it currently provides to the D&P
Fund. The investment advisory agreement with respect to each of the D&P Fund and
the Phoenix Fund provides that the Adviser shall not be liable for any error of
judgment or of law or for any loss suffered by the respective Fund, except a
loss resulting from willful misfeasance, bad faith, gross negligence or reckless
disregard on the part of the Adviser. For more detailed information concerning
the Adviser see generally "MANAGEMENT OF THE FUND" in the Phoenix Prospectus
accompanying this Proxy Statement/Prospectus.
Administration, Bookkeeping and Pricing Agent, and Transfer Agent
ALPS currently serves as the administrator, bookkeeping and pricing agent
and transfer agent of the D&P Fund. As administrator, ALPS assists in
maintaining the Fund's office, furnishes the D&P Fund with clerical and certain
other services required by it, compiles data for and prepares notices and
semi-annual reports to the SEC, prepares filings with state securities
commissions, coordinates federal and state tax returns, performs fund
accounting, monitors expense accruals, monitors compliance with the D&P Fund's
investment policies and limitations, and generally assists in the D&P Fund's
operations. As bookkeeping and pricing agent, ALPS maintains the accounts and
records of the D&P Fund, computes net asset value and prepares certain other
financial information. As transfer agent, ALPS maintains shareholder accounts
and records of the D&P Fund. In consideration of these services, the D&P Fund
pays ALPS a fee computed daily and payable monthly, equal to the greater of (i)
an annual rate of 0.15% of the first $1 billion in average daily net assets of
the D&P Fund, 0.125% of the next $500 million in average daily net assets and
0.10% of the average daily net
10
<PAGE>
assets in excess of $1.5 billion, or (ii) $15,000 per month. ALPS has engaged
American Data Services, Inc. as a sub-bookkeeping and pricing agent and State
Street Bank and Trust Company to serve as sub-transfer agent.
After the Reorganization, Equity Planning will perform the administrative,
bookkeeping, pricing services, and other administrative functions and serve as
transfer agent for all series of the Phoenix Trust, including the Phoenix Fund.
As compensation, Equity Planning receives a quarterly fee based on the average
of the aggregate daily net asset value of the Phoenix Trust at an annual rate of
$300 per $1 million of net assets (0.03%) plus a transfer agent fee of $19.25
plus out-of-pocket expenses for each designated shareholder account. Expenses
relating to registration of shares of the Phoenix Trust with the SEC, state blue
sky fees and auditing expenses are charged directly to the Phoenix Trust. Equity
Planning estimates that the other operating total expenses of the Phoenix Fund
will equal approximately 0.10% of the average daily net assets of the Class X
Shares of the Phoenix Fund absent reimbursement or waiver as more particularly
described in the Phoenix Trust Prospectus. Equity Planning has engaged State
Street Bank and Trust Company to serve as sub-transfer agent for the Phoenix
Trust for which it shall be paid a fee by Equity Planning. See "FEE
COMPARISONS."
Distribution
The D&P Fund currently has issued and outstanding one class of shares
distributed by ALPS. No sales loads, distribution fees or service fees are paid
in connection with the distribution of the D&P Fund's shares. No separate
compensation is paid to ALPS for its distribution services.
Equity Planning serves as the national distributor of the shares of each
series of the Phoenix Trust, including the Phoenix Fund. Each series of the
Phoenix Trust, including the Phoenix Fund, is currently authorized to issue two
classes of shares on a continuous basis designated as the Class X Shares and
Class Y Shares. The Class X Shares of the Phoenix Fund (the "Class X Shares")
are substantially similar to the existing shares of the D&P Fund. Shareholders
of the D&P Fund will receive Class X Shares in exchange for their shares of the
D&P Fund in connection with the Reorganization. The Class X Shares are similar
to shares of the D&P Fund insofar as they are not subject to any sales loads,
distribution fees or service fees. After the Reorganization, the Phoenix Fund
also will issue Class Y Shares. Class Y Shares will be subject to a service fee
not to exceed 0.25% annually of the average daily net assets of the Phoenix
Fund. The service fee is charged on Class Y Shares only, and Class X Shares will
pay no part of the service fee or any distribution fee or sales load. For a
complete description of the Class X Shares and the Class Y Shares, see the
section entitled "DISTRIBUTION PLAN" in the Phoenix Fund Prospectus accompanying
this Proxy Statement/Prospectus.
Purchase of Shares
Shares of the D&P Fund are available exclusively for institutional
investors, which term generally includes any bank, savings institution, trust
company, insurance company, investment company, pension or profit-sharing trust,
qualified institutional buyer (as defined in Rule 144A under the Securities Act
of 1933) or other financial institution or institutional buyer to whom the sale
of shares of the D&P Fund would be exempt from registration under applicable
state securities laws. From time to time shares of the D&P Fund may be
registered under the securities laws of various states as required. The minimum
initial investment in the D&P Fund is $10,000.
The Phoenix Fund currently is authorized to offer two classes of shares on
a continuous basis. Class X Shares are available to Plans (as hereafter defined)
and institutional investors that initially purchase shares in excess of $5
million (shareholders of the D&P Fund acquiring Class X Shares in the
Reorganization are not subject to such minimum initial investment). Class Y
Shares are offered to Plans and institutional investors that initially purchase
shares in excess of $1 million. The minimum subsequent investment for each class
is $100. "Plans" are defined as corporate, public, union and governmental
pension plans. Shares of each class represent an identical interest in the
investment portfolio of the Phoenix Fund, and generally have the same rights,
except that Class Y Shares bear the cost of certain distribution fees which
cause the Class Y Shares to have a higher expense ratio and to receive lower
dividends than Class X Shares.
11
<PAGE>
Redemption Procedures
Both the D&P Fund and the Phoenix Fund permit written and telephone
redemption of shares. Unlike the D&P Fund, however, the Phoenix Fund does not
require a $10,000 minimum for redemption by telephone. In addition, unlike the
D&P Funds, the Phoenix Fund imposes a $100,000 maximum on the amount of its
shares that may be redeemed by telephone. While the telephone redemption
privilege must be requested by D&P Fund shareholders, telephonic redemption
privileges are automatically granted to Phoenix Fund shareholders. If the amount
of the requested redemption from the Phoenix Fund is $500 or more, the proceeds
will be wired to the shareholder's designated U.S. commercial bank account. If
the amount of the redemption is less than $500, the proceeds will be sent by
check to the address of record on the shareholder's account. Phoenix Fund
shareholders also are entitled to participate in the Systematic Withdrawal
Program and check writing privileges more fully discussed in the Phoenix
Prospectus attached to this Proxy Statement/Prospectus and incorporated herein
by reference.
Exchange Rights
The Phoenix Fund will permit exchangeability of its Class X Shares into
Class X Shares of all other series of the Phoenix Trust as described more fully
in the Phoenix Prospectus accompanying this Proxy Statement/Prospectus. The D&P
Fund does not permit exchangeability of shares.
Declarations of Trust
The terms and conditions of the D&P Declaration and Phoenix Declaration are
substantially similar. Each of the D&P Trust and the Phoenix Trust was organized
as a business trust under the laws of the Commonwealth of Massachusetts.
Pursuant to its respective declaration, the business and affairs of the Phoenix
Trust and the D&P Trust are supervised by the Phoenix Board and D&P Board,
respectively. The principal responsibilities, powers and fiduciary duties of the
trustees under the Phoenix Declaration and D&P Declaration are substantially
similar, except that trustees of the Phoenix Board may be removed from office
with or without cause upon the approval of two-thirds of the trustees then in
office prior to such removal or may be removed with or without cause by a
majority vote of the outstanding shares while trustees of the D&P Board may be
removed from office only with cause upon the approval of two-thirds of the
trustees then in office prior to such removal or may be removed with or without
cause only by a two-thirds vote of the outstanding shares. The D&P Declaration
also requires the vote of 75% of the shares of the D&P Fund to approve certain
transactions with principal shareholders of the D&P Fund as defined within the
D&P Declaration.
The above information is only a summary of more complete information
contained in this Proxy State ment/Prospectus and the related Reorganization
SAI.
D. INFORMATION ABOUT THE FUNDS
Phoenix Fund. Information about the Phoenix Fund is included in its current
Prospectus dated March 1, 1996 which accompanies this Proxy
Statement/Prospectus. Additional information about the Phoenix Fund is included
in its current Statement of Additional Information dated the same date as the
Phoenix Fund Prospectus. Copies of the Phoenix Fund Statement of Additional
Information may be obtained without charge by calling (800) 814-1897. The
Phoenix Fund is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files proxy material, reports
and other information with the SEC. These reports can be inspected and copied at
the Public Reference Facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at its Regional Offices. Copies of such material can
also be obtained from the Public Reference Branch, Office of Consumer Affairs
and Information Services, Securities and Exchange Commission, Washington, D.C.
20549 at prescribed rates.
D&P Fund. Information about the D&P Fund is included in its current
Prospectus dated April 29, 1996. Additional information about the D&P Fund is
included in its current Statement of Additional Information dated the same date
as the D&P Fund Prospectus. Copies of the D&P Fund's Statement of Additional
Information may be obtained without charge by calling (800) 500-3833. The D&P
Fund is subject to the informational requirements of the Securities Exchange Act
of 1934 and in accordance therewith files proxy material, reports and other
information with the SEC.
12
<PAGE>
These reports can be inspected and copied at the Public Reference Facilities
maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 and at
its Regional Offices. Copies of such material can also be obtained from the
Public Reference Branch, Office of Consumer Affairs and Information Services,
Securities and Exchange Commission, Washington, D.C. 20549 at prescribed rates.
Comparative Performance Information
The Phoenix Fund has not yet commenced investment operations and has no
performance history. However, the Adviser acts as investment adviser for both
the D&P Fund and the Phoenix Fund, and the same portfolio managers are
responsible for the day-to-day investment operations of the D&P Fund and Phoenix
Fund. The investment objectives are identical and the investment policies are
substantially similar. See "The Proposed Reorganization - Comparisons of the
Phoenix Fund and D&P Fund - Investment Objectives and Policies."
Ratification of the Phoenix Fund's Objective, Policies and Restrictions
Approval of the Reorganization will constitute the ratification by D&P Fund
shareholders of the investment objective, policies and restrictions of the
Phoenix Fund. For a discussion of the investment objective, policies and
restrictions of the Phoenix Fund, see the Phoenix Fund Prospectus accompanying
this Proxy Statement/Prospectus. Approval of the Reorganization will constitute
approval of amendments to any of the fundamental investment restrictions of the
D&P Fund that might otherwise be interpreted as impeding the Reorganization,
but solely for the purpose of and to the extent necessary for, consummation of
the Reorganization.
Expenses
The expenses of the Reorganization, including expenses incurred by the D&P
Fund, will be borne by the Adviser.
E. RECOMMENDATIONS OF BOARD OF TRUSTEES
The D&P Board has unanimously approved the Reorganization Agreement and has
determined that participation in the Reorganization is in the best interests of
the shareholders of the D&P Fund. The D&P Board recommends voting FOR the
proposed Reorganization.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
It is not anticipated that any action will be asked of the shareholders of
the D&P Fund other than as indicated above, but if other matters are properly
brought before the Special Meeting, it is intended that the persons named in the
proxy will vote in accordance with their judgment.
OTHER INFORMATION
A. SHAREHOLDINGS OF THE D&P FUND AND THE PHOENIX FUND
At the close of business on May 17, 1996, the record date for the Meeting,
there were [_____________] Shares of the D&P Fund outstanding and entitled to
vote at the meeting. As of such date, the following persons were known by the
D&P Fund to own of record or "beneficially" 5% or more of the outstanding shares
of the D&P Fund as determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934, as amended [Table to be provided]. At the close of
business on May 17, 1996, there were no Class X or Class Y Shares of the Phoenix
Fund issued and outstanding. Prior to the Reorganization, a single Class X Share
of the Phoenix Fund shall be issued to and owned by the D&P Fund for the
purpose of obtaining initial shareholder approval of (i) the investment advisory
agreement between the Phoenix Fund and the Adviser, (ii) the Phoenix Fund's
distribution agreements and (iii) the appointment of Price Waterhouse LLP as the
Phoenix Fund's independent public accountants.
The trustees and officers of the D&P Fund owned no shares of the D&P Fund
as of March 31, 1996. The trustees and officers of the Phoenix Fund owned no
shares of the Phoenix Fund as of such date.
13
<PAGE>
B. SHAREHOLDER PROPOSALS
As a general matter, the D&P Fund does not intend to hold future regular
annual or special meetings of shareholders unless required by the 1940 Act. Any
shareholder who wishes to submit proposals for consideration at a meeting of
shareholders of the D&P Fund should send such proposal to the D&P Fund at 55
East Monroe, Chicago, IL 60603. To be considered for presentation at a
shareholders' meeting, rules promulgated by the SEC require that, among other
things, a shareholder's proposal must be received at the offices of the D&P Fund
a reasonable time before a solicitation is made. Timely submission of a proposal
does not necessarily mean that such proposal will be included in any proxy
material or presented at the meeting.
VOTING INFORMATION AND REQUIREMENTS
Each valid proxy given by a shareholder of the D&P Fund will be voted by
the persons named in the proxy in accordance with the designation on such proxy
on the Reorganization proposal and as the persons named in the proxy may
determine on such other business as may come before the Special Meeting on which
shareholders are entitled to vote. Approval of the Reorganization will require
the favorable vote of the holders of a majority of the outstanding shares of
the D&P Fund entitled to vote at the Special Meeting. Shares not voted with
respect to a proposal due to an abstention or broker non-vote will be deemed
votes not cast with respect to such proposal, but such shares will be deemed
present for quorum purposes. If no designation is made, the proxy will be voted
by the persons named in the proxy as recommended by the D&P Board "FOR" approval
of the Reorganization.
Shareholders who execute proxies may revoke them at any time before they
are voted by filing with the D&P Fund a written notice of revocation, by
delivering a duly executed proxy bearing a later date, or by attending the
Special Meeting and voting in person. The giving of a proxy will not affect your
right to vote in person if you attend the Special Meeting and wish to do so.
In the event that sufficient votes in favor of the Reorganization are not
received by the scheduled time of the Special Meeting, the persons named in the
proxy may propose and vote in favor of one or more adjournments of the Special
Meeting to permit further solicitation of proxies. If sufficient shares were
present to constitute a quorum, but insufficient votes had been cast in favor of
the Reorganization to approve it, proxies would be voted in favor of adjournment
only if the D&P Board determined that adjournment and additional solicitation
was reasonable and in the best interest of the shareholders of the D&P Fund,
taking into account the nature of the proposal, the percentage of the votes
actually cast, the percentage of negative votes, the nature of any further
solicitation that might be made and the information provided to shareholders
about the reasons for additional solicitation. Any such adjournment will require
the affirmative vote of the holders of a majority of the outstanding shares
voted at the session of the Special Meeting to be adjourned.
Proxies of shareholders of the D&P Fund are solicited by the D&P Board. The
cost of solicitation will be paid by the Phoenix Fund after the Reorganization.
Additional solicitation may be made by mail, personal interview, telephone,
facsimile and telegraph by personnel of the D&P Fund or the Adviser who will not
be additionally compensated therefor.
May 24, 1996
PLEASE SIGN AND RETURN YOUR PROXY PROMPTLY.
14
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
Relating to the Acquisition of Assets and Liabilities of
DUFF & PHELPS ENHANCED RESERVES FUND
by and in Exchange for Shares of
PHOENIX DUFF & PHELPS INSTITUTIONAL ENHANCED RESERVES PORTFOLIO
This Statement of Additional Information provides information about the
Phoenix Duff & Phelps Institutional Enhanced Reserves Portfolio (the "Phoenix
Fund"), a series of Phoenix Duff & Phelps Institutional Mutual Fund (the
"Phoenix Trust"), an open-end, diversified management investment company, in
addition to information contained in the Proxy Statement/Prospectus of the
Phoenix Fund, dated May 24, 1996, which also serves as the Proxy Statement of
the Duff & Phelps Enhanced Reserves Fund, (the "D&P Fund"), a series of the Duff
& Phelps Mutual Funds (the "D&P Trust"), an open-end, diversified management
investment company in connection with the issuance of shares of the Phoenix Fund
to shareholders of the D&P Fund. This Statement of Additional Information is not
a prospectus. It should be read in conjunction with the Proxy
Statement/Prospectus, into which it has been incorporated by reference and which
may be obtained by contacting the D&P Fund located at 55 East Monroe Street,
Chicago, Illinois 60603, by calling (800) 500-3833 or the Phoenix Fund located
at 101 Munson Street, Greenfield, Massachusetts 01301 by calling (800) 814-1897.
TABLE OF CONTENTS
Page
Proposed Reorganization of the D&P Fund......................................2
Additional Information About the Phoenix Fund................................2
Additional Information About the D&P Fund....................................2
Financial Statements.........................................................2
The Phoenix Fund will provide, without charge, upon the written or oral
request of any person to whom this Statement of Additional Information is
delivered, a copy of any and all documents that have been incorporated by
reference in the registration statement of which this Statement of Additional
Information is a part.
The date of this Statement of Additional Information is May 24, 1996.
B-1
<PAGE>
PROPOSED REORGANIZATION OF THE D&P FUND
The shareholders of the D&P Fund are being asked to approve an acquisition
of the assets and liabilities of the D&P Fund in exchange for Class X Shares of
the Phoenix Fund (the "Reorganization").
For detailed information about the Reorganization, shareholders should
refer to the Proxy Statement/Prospectus.
Additional Information About the Phoenix Fund
Incorporated herein by reference is the Statement of Additional Information
of the Phoenix Fund, dated March 1, 1996, as supplemented, attached as Appendix
A to this Statement of Additional Information.
Additional Information About the D&P Fund
Incorporated herein by reference is the Statement of Additional Information
of the D&P Fund, dated April 29, 1996, attached as Appendix B to this Statement
of Additional Information.
Financial Statements
Incorporated herein by reference in its entirety is the audited financial
statements of the D&P Fund for fiscal year ended December 31, 1995, attached as
Appendix C to this Statement of Additional Information. The Phoenix Fund has not
yet commenced investment operations and has no financial statements.
B-2
<PAGE>
PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
Part C - Other Information
Item 15. Indemnification
Incorporated by reference from Item 27 to Part C of Pre-Effective Amendment
No. 2 to the Registration Statement on Form N-1A of Phoenix Duff & Phelps
Institutional Mutual Funds (File Nos. 33-80057 and 811-9140) filed February 28,
1995.
Item 16. Exhibits
(1)(a) Declaration of Trust of the Registrant dated December 4, 1995, filed
with Pre-Effective Amendment No. 1 on February 2, 1996 and
incorporated herein by reference.
(1)(b) Amendment to Declaration of Trust changing the names of Portfolios
filed with Pre-Effective Amendment No. 2 on February 28, 1996 and
incorporated herein by reference.
(2) None.
(3) None.
(4) Form of Agreement and Plan of Reorganization, filed herewith.
(5) None.
(6)(a) Investment Advisory Agreement by and between Registrant and Duff &
Phelps Investment Management Company, Inc. filed with Pre-Effective
Amendment No. 1 on February 2, 1996 and incorporated herein by
reference.
(b) Investment Advisory Agreement by and between Registrant and Phoenix
Investment Counsel, Inc. filed with Pre-Effective Amendment No. 1 on
February 2, 1996 and incorporated herein by reference.
(7)(a) Distribution Agreement between Registrant and Phoenix Equity Planning
Corporation, filed with Pre-Effective Amendment No. 1 on February 2,
1996 and incorporated herein by reference.
(b) Form of Sales Agreement between Phoenix Equity Planning Corporation
and dealers filed with Post-Effective Amendment No. 1 on March 1, 1996
and incorporated herein by reference.
(8) None.
(9)(a) Custodian Agreement by and between Registrant and State Street Bank
and Trust Company.*
(b) Custodian Agreement by and between Registrant and The Chase Manhattan
Bank, N.A. filed with Pre-Effective Amendment No. 2 on February 28,
1996 and incorporated herein by reference.
(10)(a) Rule 12b-1 Distribution Plan for Class Y Shares, filed with
Pre-Effective Amendment No. 1 on February 2, 1996 and incorporated
herein by reference.
(b) Rule 18f-3 Dual Distribution Plan, filed with Pre-Effective Amendment
No. 2 on February 28, 1996 and incorporated herein by reference.
C-1
<PAGE>
(11) Opinion of Counsel regarding the legality of shares issued, and filed
with Pre-Effective Amendment No. 2 on February 28, 1996 and
incorporated herein by reference.
(12) Opinion of Skadden, Arps, Slate, Meagher & Flom Counsel [supporting
the tax matters and consequences to shareholders].*
(13)(a) Financial Agent Agreement by and between Registrant and Phoenix Equity
Planning Corporation, filed with Pre- Effective Amendment No. 1 on
February 2, 1996 and incorporated herein by reference.
(b) Transfer Agent Agreement by and between Registrant and Phoenix Equity
Planning Corporation, filed with Pre- Effective Amendment No. 2 on
February 28, 1996 and incorporated herein by reference.
(14) Consent of [Deloitte & Touche LLP].*
(15) None.
(16) Powers of Attorney filed with Pre-Effective Amendment No. 2 on
February 28, 1996 and incorporated herein by reference.
(17)(a) Form of proxy filed herewith.
(b) Declaration pursuant to Rule 24f-2 filed with the Registration
Statement on December 6, 1995, and filed herewith.
*To be filed by amendment
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through the use of the prospectus which
is a part of this Registration Statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act of 1933, the reoffering prospectus will contain the
information called for by the applicable registration form for
reoffering by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to
the Registration Statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities
Act of 1933, each post-effective amendment shall be deemed to be a new
Registration Statement for the securities offered therein, and the
offering of the securities at that time shall be deemed to be the
initial bona fide offering of them.
C-2
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has
been signed on behalf of the Registrant, in the City of Hartford and State of
Connecticut on the __ day of April, 1996.
PHOENIX DUFF & PHELPS
INSTITUTIONAL MUTUAL FUNDS
By: _______________________
Philip R. McLoughlin
President
As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the __ day of April, 1996:
Signature: Title:
_____________________ Trustee
C. Duane Blinn*
_____________________ Trustee
Robert Chesek*
_____________________ Trustee
E. Virgil Conway*
_____________________ Trustee
William W. Crawford*
_____________________ Treasurer (principal
Nancy G. Curtiss* financial and
accounting officer)
_____________________ Trustee
Harry Dalzell-Payne*
_____________________ Trustee
William N. Georgeson*
_____________________ Trustee
Francis E. Jeffries*
_____________________ Trustee
Leroy Keith, Jr.*
_____________________ Trustee
Philip R. McLoughlin
_____________________ Trustee
Everett L. Morris*
C-3
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_____________________ Trustee
James M. Oates*
_____________________ Trustee
Richard A. Pavia*
_____________________ Trustee
Calvin J. Pedersen*
_____________________ Trustee
Philip R. Reynolds*
_____________________ Trustee
Herbert Roth, Jr.*
_____________________ Trustee
Richard E. Segerson*
_____________________ Trustee
Lowell P. Weicker, Jr.*
- ------------------------------------------
* Signed by Philip R. McLoughlin pursuant to powers of attorney filed with
Pre-Effective Amendment No. 2 on February 28, 1996
By: __________________________
Philip R. McLoughlin
C-4
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this ___ day of April, 1996, by and between PHOENIX DUFF & PHELPS INSTITUTIONAL
MUTUAL FUNDS (the "Acquiring Trust"), a Massachusetts business trust with its
principal place of business at 101 Munson Street, Greenfield, Massachusetts
01301, on behalf of its series PHOENIX DUFF & PHELPS INSTITUTIONAL ENHANCED
RESERVES PORTFOLIO (the "Acquiring Fund") and DUFF & PHELPS MUTUAL FUNDS (the
"Acquired Trust"), a Massachusetts business trust with its principal place of
business at 55 East Monroe Street, Chicago, Illinois 60603, on behalf of its
series DUFF & PHELPS EN HANCED RESERVES FUND (the "Acquired Fund").
R E C I T A L S
WHEREAS, pursuant to a merger completed as of November 1, 1995, Phoenix
Duff & Phelps Corporation (formerly, Duff & Phelps Corporation), the parent of
Duff & Phelps Investment Management Co. (the "Adviser"), became a majority-owned
subsidiary of Phoenix Home Life Mutual Insurance Company ("Phoenix Home Life");
WHEREAS, each of the Acquiring Trust and the Acquired Trust is an open-end,
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, each of the Acquiring Fund and the Acquired Fund is advised by the
Adviser;
WHEREAS, the Acquiring Fund has been established as a series of the
Acquiring Trust for the purposes of replicating the investment objective and
policies and facilitating the acquisition of assets and liabilities of the
Acquired Fund and thus provide the Acquired Fund with distribution,
administrative and other services of affiliates of Phoenix Home Life consistent
with other series of the Acquiring Trust and attempting to achieve greater
operating economies for shareholders of the Acquired Fund;
WHEREAS, this Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section 368(a) of the
United
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States Internal Revenue Code of 1986, as amended (the "Code"). The
reorganization (the "Reorganization") will consist of the transfer of all or
substantially all of the assets of the Acquired Fund to the Acquiring Fund in
exchange solely for shares of beneficial interest, par value $1.00 per share,
designated as Class X Shares of the Acquiring Fund (the "Shares"), the
assumption by the Acquiring Fund of all the liabilities of the Acquired Fund,
and the distribution of the Shares to the shareholders of the Acquired Fund in
complete liquidation of the Acquired Fund as provided herein, all upon the terms
and conditions hereinafter set forth in this Agreement;
WHEREAS, the Boards of Trustees of the Acquiring Trust and the Acquired
Trust have determined that the exchange of all or substantially all of the
assets of the Acquired Fund for Shares of the Acquiring Fund and the assumption
of all the liabilities of the Acquired Fund by the Acquiring Fund is in the best
interests of the Acquiring Fund and Acquired Fund and their respective
shareholders and that the interests of the existing shareholders of such funds
would not be diluted as a result of this transaction;
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual promises and of the
covenants and agreements hereinafter set forth, the parties hereto covenant and
agree as follows:
1. THE TRANSACTION
1.1 Subject to the terms and conditions set forth herein, the Acquired Fund
agrees to transfer all or substantially all of the Acquired Fund's assets, as
set forth in paragraph 1.2, to the Acquiring Fund, and the Acquiring Fund agrees
in exchange therefor: (i) to deliver to the Acquired Fund the number of full and
fractional Shares of the Acquiring Fund (the "Shares") equal in number to the
number of issued and outstanding shares of beneficial interest, without par
value, of the Acquired Fund; and (ii) to assume all the liabilities of the
Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place
at the closing provided for in paragraph 3.1 (the "Closing").
1.2 The assets of the Acquired Fund to be acquired by the Acquiring Fund
shall consist of all property, including, without limitation, all cash,
securities, commodities and futures interests, and dividends or interest
receivable which are owned by the Acquired Fund and any deferred or prepaid
expenses shown as an asset
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on the books of the Acquired Fund on the closing date provided in paragraph 3.1
(the "Closing Date").
1.3 The Acquired Fund will endeavor to discharge all of its known
liabilities and obligations prior to the Closing Date. The Acquiring Fund shall
assume all liabilities, expenses, costs, charges and reserves reflected on an
unaudited statement of assets and liabilities of the Acquired Fund prepared by
the administrator of the Acquiring Fund as of the Valuation Date (as defined in
paragraph 2.1) in accordance with generally accepted accounting principles
consistently applied from the prior audited period.
1.4 Immediately after the transfer of assets provided for in paragraph 1.1,
the Acquired Fund will distribute pro rata to the Acquired Fund's shareholders
of record, determined as of immediately after the close of business on the
Closing Date (the "Acquired Fund Shareholders"), the Shares received by the
Acquired Fund pursuant to paragraph 1.1 and will completely liquidate. Such
distribution and liquidation will be accomplished by the transfer of the Shares
then credited to the account of the Acquired Fund on the books of the Acquiring
Fund to open accounts on the share records of the Acquiring Fund in the names of
the Acquired Fund Shareholders and representing the respective pro rata number
of the Shares due such shareholders. All issued and outstanding shares of the
Acquired Fund will simulta neously be canceled on the books of the Acquired
Fund, although share certificates representing interests in the Acquired Fund
will represent the corresponding number of Shares after the Closing Date. The
Acquiring Fund shall not issue certificates representing the Shares in
connection with such exchange. Ownership of Shares will be shown on the books of
the Acquiring Fund's transfer agent.
2. VALUATION
2.1 The value of the Acquired Fund's assets to be acquired by the Acquiring
Fund hereunder shall be the value of such assets computed as of immediately
after the close of business of the New York Stock Exchange on the Closing Date
(such time and date being hereinafter called the "Valuation Date"), by the
designated persons and using the valuation procedures set forth in the Acquired
Fund's then-current prospectus or statement of additional information.
3. CLOSING AND CLOSING DATE
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3.1 The Closing Date shall be June 14, 1996, or such other date as the
parties may agree to in writing. All acts taking place at the Closing shall be
deemed to take place simultaneously as of immediately after the close of
business on the Closing Date unless otherwise agreed to by the parties. The
close of business on the Closing Date shall be as of 4:00 p.m., New York Time.
The Closing shall be held at the offices of Phoenix Duff & Phelps Institutional
Mutual Funds, 101 Munson Street, Greenfield, MA 01301 or at such other time
and/or place as the parties may agree.
3.2 State Street Bank and Trust Company, as custodian for the Acquired Fund
and the Acquiring Fund (the "Custodian"), shall deliver at the Closing a
certificate of an authorized officer stating that: (a) the Acquired Fund's
portfolio securities, cash, and any other assets shall have been delivered in
proper form to the Acquiring Fund on the Closing Date; and (b) all necessary
taxes including all applicable Federal and state stock transfer stamps, if any,
the cost of which shall be borne by the Adviser, shall have been paid, or
provision for payment shall have been made, in conjunction with the delivery of
portfolio securities.
3.3 ALPS Mutual Funds Services, Inc., the transfer agent of the Acquired
Fund (the "Transfer Agent"), shall deliver at the Closing a certificate of an
authorized officer stating that their records contain the names and addresses of
the Acquired Fund Shareholders and the number and percentage ownership of issued
and outstanding shares owned by each such shareholder immediately prior to the
Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing
the Shares to be credited on the Closing Date to the Secretary of the Acquired
Fund or provide evidence satisfactory to the Acquired Fund that such Shares have
been credited to the Acquired Fund's account on the books of the Acquiring Fund.
At the Closing, each party shall deliver to the other such bills of sales,
checks, assignments, share certificates, if any, receipts or other documents as
such other party or its counsel may reasonably request.
3.4 At the Closing and after the Acquired Fund Shareholders have taken the
actions pursuant to paragraph 5.2, the single Share of the Acquiring Fund issued
and held by the Acquired Fund to facilitate the Reorganization shall be redeemed
and cancelled by the Acquiring Fund.
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<PAGE>
4. REPRESENTATIONS AND WARRANTIES
4.1 The Acquired Fund represents and warrants to the Acquiring Fund as
follows:
(a) The Acquired Trust is a business trust duly organized, validly existing
and in good standing under the laws of the Commonwealth of Massachusetts, the
Acquired Fund is a separate series of the Acquired Trust duly designated in
accordance with the applicable provisions of the Declaration of Trust, and the
Acquired Trust and Acquired Fund are qualified to do business in all
jurisdictions in which they are required to be so qualified, except
jurisdictions in which the failure to so qualify would not have a material
adverse effect on either the Acquired Trust or the Acquired Fund;
(b) The Acquired Trust is an open-end, management investment company
registered under the 1940 Act, and its registration with the Securities and
Exchange Commission (the "Commission") as an investment company under the 1940
Act and the registration of its shares under the Securities Act of 1933, as
amended (the "1933 Act"), are in full force and effect;
(c) The current prospectus and statement of additional information of the
Acquired Fund conform in all material respects to the applicable requirements of
the 1933 Act and the 1940 Act and the rules and regulations of the Commission
thereunder and do not include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not materially misleading;
(d) The Acquired Trust and Acquired Fund are not, and the execution,
delivery and performance of this Agreement will not result, in a material
violation of the Declaration of Trust or By-Laws or of any agreement, indenture,
instrument, contract, lease or other undertaking to which the Acquired Trust or
Acquired Fund is a party or by which it is bound;
(e) No material litigation or administrative proceeding or investigation of
or before any court or governmental body is presently pending or to its
knowledge threatened against the Acquired Trust or Acquired Fund or any of its
properties or assets which, if adversely determined, would materially and
adversely affect the Acquired Trust's or Acquired Fund's financial condition or
its business
5
<PAGE>
prospects. The Acquired Trust and Acquired Fund know of no facts which might
form the basis for the institution of such proceedings and are not a party to or
subject to the provisions of any order, decree or judgment of any court or
governmental body which materially and adversely affects its business or its
ability to consummate the transactions contemplated herein;
(f) The financial statements of the Acquired Fund as of and for the year
ended December 31, 1995, have been audited by Deloitte and Touche LLP,
independent accountants, and are in accordance with generally accepted
accounting principles consistently applied, and such financial statements (a
copy of which has been furnished to the Acquiring Fund) fairly reflect the
financial condition and results of operations of the Acquired Fund as of and for
their respective dates;
(g) Since December 31, 1995, there has not been any material adverse change
in the Acquired Trust's or Acquired Fund's financial condition, assets,
liabilities or business other than changes occurring in the ordinary course of
business, or any incurrence by the Acquired Trust or Acquired Fund of
indebtedness maturing more than one year from the date such indebtedness was
incurred. For the purposes of this subparagraph (g), a decline in net asset
value per share of the Acquired Fund, the discharge of Acquired Fund's
liabilities or the redemption of Acquired Fund's shares by Acquired Fund
shareholders shall not constitute a material adverse change;
(h) At the Closing Date, all material Federal and other tax returns and
reports of the Acquired Fund required by law to have been filed by such date
shall have been filed and are or will be correct, and all Federal and other
taxes shown as due or required to be shown as due on said returns and reports
shall have been paid or provision shall have been made for the payment thereof,
and, to the best of the Acquired Fund's knowledge, no such return is currently
under audit and no assessment has been asserted with respect to such returns;
(i) For each taxable year of its operation, the Acquired Fund has met the
requirements of Subchapter M of the Code for qualification as a regulated
investment company and has elected to be treated as such;
(j) All issued and outstanding shares of the Acquired Fund are, and at the
Closing Date will be, duly and validly issued and outstanding, fully paid and
non-assessable by the Acquired Fund (recognizing that, under Massachusetts law,
Acquired Fund Shareholders could, in certain circumstances, be held personally
liable for obligations of the Acquired Fund). All of the issued and outstanding
shares of the
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<PAGE>
Acquired Fund will, at the time of closing, be held by the persons and in the
amount set forth in the records of the Transfer Agent, on behalf of the Acquired
Fund as provided in paragraph 3.3. The Acquired Fund does not have outstanding
any options, warrants or other rights to subscribe for or purchase any shares of
the Acquired Fund, nor is there outstanding any security convertible into any
shares of the Acquired Fund;
(k) At the Closing Date, the Acquired Fund will have good and marketable
title to the Acquired Fund's assets to be transferred to the Acquiring Fund
pursuant to paragraph 1.2 and full right, power and authority to sell, assign,
transfer and deliver such assets hereunder, and, upon delivery and payment for
such assets, the Acquiring Fund will acquire good and marketable title thereto,
subject to any restrictions as might arise under the 1933 Act, other than as
disclosed to the Acquiring Fund;
(l) The execution, delivery and performance of this Agreement will have
been duly authorized prior to the Closing Date by all necessary action on the
part of the Acquired Trust's trustees, and, subject to the approval of the
Acquired Fund Shareholders, this Agreement will constitute a valid and binding
obligation of the Acquired Trust and Acquired Fund, enforceable in accordance
with its terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors'
rights and to general equity principles;
(m) The information to be furnished by the Acquired Fund for use in the
Registration Statement on Form N-14 of the Acquiring Trust (the "Registration
Statement") and the related proxy statement/prospectus and statement of
additional information (collectively, the "Proxy Statement/Prospectus") (other
than information therein that relates to the Acquiring Trust or Acquiring Fund)
shall be accurate and complete in all material respects and shall comply in all
material respects with Federal securities and other laws and regulations
thereunder applicable thereto; and
(n) The Registration Statement (insofar as it relates to the Acquired Trust
or Acquired Fund) as of the effective date thereof shall not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements contained therein not
misleading, and the Proxy Statement/Prospectus (insofar as it relates to the
Acquired Trust or Acquired Fund), as of its date or as of the Closing Date,
shall not contain an untrue statement of a material fact required to be stated
therein or necessary to make the statements
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<PAGE>
contained therein, in light of the circumstances under which they were made, not
misleading.
4.2 The Acquiring Fund represents and warrants to the Acquired Fund as
follows:
(a) The Acquiring Trust is a business trust duly organized, validly
existing and in good standing under the laws of the Commonwealth of
Massachusetts, the Acquiring Fund is a separate series of the Acquiring Trust
duly designated in accordance with the applicable provisions of the Declaration
of Trust, and the Acquiring Trust and Acquiring Fund are qualified to do
business in all jurisdictions in which they are required to be so qualified,
except jurisdictions in which the failure to so qualify would not have a
material adverse effect on either the Acquiring Trust or the Acquiring Fund;
(b) The Acquiring Trust is an open-end, management investment company
registered under the 1940 Act, and its registration with the Commission as an
investment company under the 1940 Act and the registration of its shares under
the 1933 Act are in full force and effect;
(c) The current prospectus and statement of additional information of the
Acquiring Fund conform in all material respects to the applicable requirements
of the 1933 Act and the 1940 Act and the rules and regulations of the Commission
thereunder and do not include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not materially misleading;
(d) The Acquiring Trust and the Acquiring Fund are not, and the execution,
delivery and performance of this Agreement will not result, in a material
violation of the Declaration of Trust or of any agreement, indenture,
instrument, contract, lease or other undertaking to which the Acquiring Trust or
the Acquiring Fund is a party or by which it is bound;
(e) No material litigation or administrative proceeding or investigation of
or before any court or governmental body is presently pending or to its
knowledge threatened against the Acquiring Trust or the Acquiring Fund or any of
its properties or assets which, if adversely determined, would materially and
adversely affect the Acquired Trust's or Acquiring Fund's financial condition or
the
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conduct of its business. The Acquiring Trust and the Acquiring Fund know of no
facts which might form the basis for the institution of such proceedings and are
not a party to or subject to the provisions of any order, decree or judgment of
any court or governmental body which materially and adversely affects its
business or its ability to consummate the transactions contemplated herein;
(f) The Acquiring Fund has not commenced investment operations, and has not
nor will it sell any of its shares (other than the single Share issued and held
by the Acquiring Fund to facilitate the Reorganization) prior to the Closing;
(g) There are no known or contingent liabilities of the Acquiring Fund as
of the date hereof or the Closing Date;
(h) At the Closing Date, any material Federal and other tax returns and
reports of the Acquiring Fund required by law to have been filed by such date
shall have been filed and are or will be correct, and all Federal and other
taxes shown as due or required to be shown as due on said returns and reports
shall have been paid and, to the best of the Acquiring Fund's knowledge, no such
return is currently under audit and no assessment has been asserted with respect
to such returns;
(i) The Acquiring Fund intends to meet the requirements of Subchapter M of
the Code for qualification as a regulated investment company and has elected to
be treated as such;
(j) All issued and outstanding shares of the Acquiring Fund are, and at the
Closing Date will be, duly and validly issued and outstanding, fully paid and
non-assessable by the Acquiring Fund (recognizing that, under Massachusetts law,
Acquiring Fund shareholders could, under certain circumstances, be held
personally liable for obligations of the Acquiring Fund). The Acquiring Fund
does not have outstanding any options, warrants or other rights to subscribe for
or purchase any shares of the Acquiring Fund, nor is there outstanding any
security convertible into any shares of the Acquiring Fund;
(k) At the Closing, the Acquiring Fund will have good and marketable title
to the Acquiring Fund's assets;
(l) The Shares to be issued and delivered to the Acquired Fund, for the
account of the Acquired Fund Shareholders, pursuant to the terms of this
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Agreement will at the Closing Date have been duly authorized and, when so issued
and delivered, will be duly and validly issued Shares, and will be fully paid
and non-assessable by the Acquiring Fund;
(m) The execution, delivery and performance of this Agreement will have
been duly authorized prior to the Closing Date by all necessary action on the
part of the Acquiring Trust's trustees, and this Agreement will constitute a
valid and binding obligation of the Acquiring Trust and Acquiring Fund
enforceable in accordance with its terms, subject as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium and other laws relating to or
affecting creditors' rights and to general equity principles;
(n) The information in the Registration Statement and the Proxy
Statement/Prospectus (other than information therein that relates to the
Acquired Trust or Acquired Fund) shall be accurate and complete in all material
respects and shall comply in all material respects with Federal securities and
other laws and regulations thereunder applicable thereto; and
(o) The Registration Statement (insofar as it relates to the Acquiring
Trust or Acquiring Fund) as of the effective date thereof shall not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements contained therein not
misleading, and the Proxy Statement/Prospectus (insofar as it relates to the
Acquiring Trust or Acquiring Fund), as of its date or as of the Closing Date,
shall not contain an untrue statement of a material fact required to be stated
therein or necessary to make the statements contained therein, in light of the
circumstances under which they were made, not misleading.
(p) The Acquiring Fund agrees to use all reasonable efforts to obtain the
approvals and authorizations required by the 1933 Act, the 1940 Act and such of
the state blue sky or securities laws as may be necessary in order to continue
its operations after the Closing Date.
5. COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND
5.1 The Acquired Fund will operate its business in the ordinary course
between the date hereof and the Closing Date, it being understood that such
ordinary
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<PAGE>
course of business will include the declaration and payment of customary
dividends and distributions, and any other distribution that may be advisable.
5.2 The Acquired Fund will call a meeting of the Acquired Fund Shareholders
to consider and act upon this Agreement and to take all other action necessary
to obtain approval of the transactions contemplated herein.
5.3 The Acquired Fund covenants that the Shares to be issued hereunder are
not being acquired for the purpose of making any distribution thereof other than
in accordance with the terms of this Agreement.
5.4 The Acquired Fund will assist the Acquiring Fund in obtaining such
information as the Acquiring Fund reasonably requests concerning the beneficial
ownership of the Acquired Fund's shares of beneficial interest.
5.5 The Registration Statement shall have become effective under the 1933
Act and no stop orders suspending the effectiveness thereof shall have been
issued and, to the knowledge of the parties thereto, no investigation or
proceeding for that purpose shall have been instituted or be pending, threatened
or contemplated under the 1933 Act.
5.6 Subject to the provisions of this Agreement, the Acquiring Fund and the
Acquired Fund will each take, or cause to be taken, all action, and do or cause
to be done, all things reasonably necessary, proper or advisable to consummate
and make effective the transactions contemplated by this Agreement.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND
The obligations of the Acquired Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by the
Acquiring Fund of all the obligations to be performed by the Acquiring Fund
hereunder on or before the Closing Date and, in addition thereto, to the
following further conditions:
6.1 All representations and warranties of the Acquiring Fund contained in
this Agreement shall be true and correct in all material respects as of the date
hereof and, except as they may be affected by the transactions contemplated by
this Agreement, as of the Closing Date with the same force and effect as if made
on and as of the Closing Date; and
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6.2 The Acquiring Fund shall have delivered to the Acquired Fund a
certificate executed in the Acquiring Fund's name by its President or Vice
President, and its Treasurer or Assistant Treasurer, in a form reasonably
satisfactory to the Acquired Fund, and dated as of the Closing Date, to the
effect that the representations and warranties of the Acquiring Fund made in
this Agreement are true and correct at and as of the Closing Date, except as
they may be affected by the transactions contemplated by this Agreement and as
to such other matters as the Acquired Fund shall reasonably request.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
The obligations of the Acquiring Fund to complete the transactions provided
for herein shall be subject, at its election, to the performance by the Acquired
Fund of all of the obligations to be performed by the Acquired Fund hereunder on
or before the Closing Date and, in addition thereto, to the following
conditions:
7.1 All representations and warranties of the Acquired Fund contained in
this Agreement shall be true and correct in all material respects as of the date
hereof and, except as they may be affected by the transactions contemplated by
this Agreement, as of the Closing Date with the same force and effect as if made
on and as of the Closing Date;
7.2 The Acquired Fund shall have delivered to the Acquiring Fund a
statement of the Acquired Fund's assets and liabilities, as of the Closing Date,
certified by the Treasurer of the Acquired Fund; and
7.3 The Acquired Fund shall have delivered to the Acquiring Fund on the
Closing Date a certificate executed in the Acquired Fund's name by its President
or Vice President, and its Treasurer or Assistant Treasurer, in form and
substance satisfactory to the Acquiring Fund, and dated as of the Closing Date,
to the effect that the representations and warranties of the Acquired Fund, with
respect to the Acquired Fund made in this Agreement, are true and correct at and
as of the Closing Date, except as they may be affected by the transactions
contemplated by this Agreement, and as to such other matters as the Acquiring
Fund shall reasonably request.
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8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE
ACQUIRED FUND
If any of the conditions set forth below do not exist on or before the
Closing Date, with respect to the Acquired Fund or the Acquiring Fund, the other
party to this Agreement shall, at its option, not be required to consummate the
transactions contemplated by this Agreement:
8.1 The Agreement and the transactions contemplated herein shall have been
approved by the requisite vote of the holders of the outstanding shares of
beneficial interest in the Acquired Fund in accordance with the provisions of
its Declaration of Trust and By-Laws, and certified copies of the resolutions
evidencing such approval shall have been delivered to the Acquiring Fund.
Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor
the Acquired Fund may waive the conditions set forth in this paragraph 8.1;
8.2 On the Closing Date, no action, suit or other proceeding shall be
threatened or pending before any court or governmental agency in which it is
sought to restrain or prohibit, or to obtain damages or other relief in
connection with, this Agreement or the transactions contemplated herein;
8.3 All consents of other parties and all other consents, orders and
permits of Federal, state and local regulatory authorities deemed necessary by
the Acquiring Fund or the Acquired Fund to permit consummation, in all material
respects, of the transactions contemplated hereby shall have been obtained,
except where failure to obtain any such consent, order or permit would not
involve a risk of a material adverse effect on the assets or properties of the
Acquiring Fund or the Acquired Fund, provided that either party hereto may, for
itself, waive any of such conditions; and
8.4 The parties shall have received the opinion of Skadden, Arps, Slate,
Meagher & Flom addressed to the Acquiring Fund and Acquired Fund substantially
to the effect that the transaction contemplated by this Agreement shall
constitute a tax-free reorganization for Federal income tax purposes. The
delivery of such opinion is conditioned upon receipt by Skadden, Arps, Slate,
Meagher & Flom of representations it shall request of the Acquiring Fund and the
Acquired Fund. Notwithstanding anything herein to the contrary, neither the
Acquiring Fund nor the Acquired Fund may waive the condition set forth in this
paragraph 8.4.
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9. BROKERAGE FEES AND EXPENSES
9.1 The Acquiring Fund and the Acquired Fund each represent and warrant to
the other that there are no brokers or finders entitled to receive any payments
in connection with the transactions provided for herein.
9.2 All of the expenses and costs of the Reorganization and the
transactions contemplated thereby shall be borne by the Adviser.
10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1 The Acquiring Fund and the Acquired Fund agree that neither party has
made any representation, warranty or covenant not set forth herein and that this
Agreement constitutes the entire agreement between the parties.
10.2 The representations, warranties and covenants contained in this
Agreement, or in any document delivered pursuant hereto or in connection
herewith, shall survive the consummation of the transactions contemplated
hereunder.
11. TERMINATION
This Agreement and the transactions contemplated hereby may be terminated
and abandoned by either party by resolution of the party's Board of Trustees, as
appropriate, at any time prior to the Closing Date, if circumstances should
develop that, in the opinion of such Board, make proceeding with the Agreement
inadvisable.
12. WAIVER
The Acquiring Fund and the Acquired Fund, after consultation with their
respective counsel and by mutual consent of their respective Board of Trustees,
may waive any condition to their respective obligations hereunder.
13. AMENDMENTS
This agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the authorized officers of the
Acquired Fund and the Acquiring Fund; provided, however, that, following the
meeting of the Acquired Fund Shareholders called by the Acquired Fund pursuant
to paragraph 5.2 of this Agreement, no such amendment may have the effect of
changing the provisions
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for determining the number of the Shares to be issued to the Acquired Fund
Shareholders under this Agreement to the detriment of such shareholders without
their further approval.
14. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the Acquiring Fund, at 101
Munson Street, Greenfield, Massachusetts 01301, or to the Acquired Fund, at 55
East Monroe Street, Suite 3600, Chicago, Illinois 60603.
15. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY
15.1 The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.
15.2 This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
15.3 This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
15.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
15.5 It is expressly agreed that the obligations of the Acquired Fund
hereunder shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents or employees of the Acquired Fund personally, but shall bind
only the trust property of the Acquired Fund, as provided in the Declaration of
Trust of the Acquired Fund. The execution and delivery by such officers of the
Acquired Fund shall not be deemed to have been made by any of them individually
or to impose any
15
<PAGE>
liability on any of them personally, but shall bind only the trust property of
the acquired Fund as provided in the Declaration of Trust of the Acquired Fund.
15.6 It is expressly agreed that the obligations of the Acquiring Fund
hereunder shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents or employees of the Acquiring Fund personally, but shall bind
only the trust property of the Acquiring Fund, as provided in the Declaration of
Trust of the Acquiring Fund. The execution and delivery by such officers of the
Acquiring Fund shall not be deemed to have been made by any of them individually
or to impose any liability on any of them personally, but shall bind only the
trust property of the Acquiring Fund as provided in the Declaration of Trust of
the Acquiring Fund.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed by its duly authorized officer as of the day and year first written
above.
PHOENIX DUFF & PHELPS
INSTITUTIONAL MUTUAL FUNDS
By: _______________________________
Title: _____________________________
DUFF & PHELPS MUTUAL FUNDS
By: _______________________________
Title: _____________________________
16
PROXY
DUFF & PHELPS ENHANCED RESERVES FUND,
a series of DUFF & PHELPS MUTUAL FUNDS
Special Meeting of Shareholders -- June 14, 1996
Proxy Solicited on Behalf of the Board of Trustees
The undersigned holder of shares of beneficial interest, without par value,
of DUFF & PHELPS ENHANCED RESERVES FUND (the "D&P Fund"), a series of DUFF &
PHELPS MUTUAL FUNDS, a Massachusetts business trust, hereby appoints Calvin J.
Pedersen and Thomas N. Steenburg and each of them, with full power of
substitution and revocation, as proxies to represent the undersigned at a
Special Meeting of Shareholders to be held at the offices of Phoenix Duff &
Phelps Institutional Mutual Funds, 101 Munson Street, Greenfield, Massachusetts
01301, on June 14, 1996, at 9:00 a.m., and at any and all adjournments thereof
(the "Special Meeting"), and thereat to vote all shares of beneficial interest
of the D&P Fund which the undersigned would be entitled to vote, with all powers
the undersigned would possess if personally present, in accordance with the
following instructions:
1. The proposal to approve the Reorganization FOR [ ] AGAINST
pursuant to which the D&P Fund would transfer
all of its net assets to the Phoenix Duff &
Phelps Institutional Enhanced Reserves
Portfolio (the "Phoenix Fund"), a series of
Phoenix Duff & Phelps Institutional Mutual
Funds, in exchange for corresponding shares
of beneficial interest, par value $1.00 per
share, of the Phoenix Fund which shares would
then be distributed to shareholders of the
D&P Fund in connection with the dissolution
of the D&P Fund as more fully disclosed in
the Proxy Statement.
2. To act upon any and all other business as may properly come before the
Special Meeting.
<PAGE>
If more than one of the proxies, or their substitutes, are present at the
Special Meeting, they jointly (or, if only one is present and voting then that
one) shall have authority and may exercise all powers granted hereby. This
Proxy, then properly executed, will be voted in accordance with the instructions
marked hereon by the undersigned. IF NO SPECIFICATION IS MADE, THIS PROXY WILL
BE VOTED FOR THE PROPOSAL DESCRIBED ABOVE AND IN THE DISCRETION OF THE PROXIES
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING. The
undersigned hereby acknowledges receipt of the accompanying Notice of Special
Meeting and Proxy Statement for the Special Meeting to be held on June 14, 1996.
Please sign below exactly as your name or names
appear on your account registration. When signing
as attorney, trustee, executor, administrator,
custodian, guardian or corporate officer, please
give full title. If shares are held jointly, each
holder should sign.
Dated _________________________________, 1996
_____________________________________________
_____________________________________________
Signature(s)
As filed with the Securities and Exchange Commission on December 6, 1995
Registration No. 33-80057
File No. [TBD]
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. [ ]
and/or
REGISTRATION STATEMENT
Under
THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. [ ]
(Check appropriate box or boxes.)
PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
(Exact Name of Registrant as Specified in Charter)
56 Prospect Street, Hartford, CT 06115
(Address of Principal Executive Offices) (Zip Code)
(800) 814-1897
(Registrant's Telephone Number, including Area Code)
Philip R. McLoughlin
Vice Chairman and Chief Executive Officer
Phoenix Duff & Phelps Corporation
56 Prospect Street
Hartford, CT 06115
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: It is proposed that this filing
will become effective as soon as practicable after Registration Statement
becomes effective.
Declaration Pursuant to Rule 24f-2: Registrant hereby registers an indefinite
number of shares of beneficial interest, $1 par value, under the Securities Act
of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940 for the
fiscal year ended December 31, 1996.
The Registrant hereby amends this Registration Statement on such date(s) as may
be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date that the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
