As filed with the Securities and Exchange Commission on February 21, 1997
1933 Act Registration No. 33-80057
No. 811-9140
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-14
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. | |
Post-Effective Amendment No. 1 |X|
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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
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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)
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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.
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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; Prospectus and
Statement of Additional
Information of the Phoenix Fund
(incorporated by reference)
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
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Parts A, B and C (excepting therefrom Items 12 and 16(b)) of Registrant's
Pre-Effective Amendment No. 1 under the Securities Act of 1933 ("1933 Act"),
filed on June 3, 1996, are incorporated by reference herein and this
Post-Effective Amendment is being filed under 1933 Act Rule 485(b) for the sole
purpose satisfying an undertaking of a filing of counsel supporting the tax
consequences of the subject reorganization.
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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 21st day of February, 1997.
PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
By: /s/ Philip R. McLoughlin
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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 21st day of February, 1997:
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.*
/s/ Philip R. McLoughlin
_____________________ Trustee
Philip R. McLoughlin
_____________________ Trustee
Eileen A. Moran**
_____________________ Trustee
Everett L. Morris*
S-1
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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.*
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* Signed by Philip R. McLoughlin pursuant to powers of attorney filed with
Pre-Effective Amendment No. 2 on February 28, 1996.
** Pursuant to a power of attorney filed with Post-Effective Amendment No. 4 on
February 11, 1997.
By: /s/ Philip R. McLoughlin
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Philip R. McLoughlin
S-2
Exhibit 12
Opinion of Skadden, Arps, Slate, Meagher & Flom Counsel
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SKADDEN, ARPS, SLATE, MEAGHER & FLOM
(ILLINOIS)
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606-1285
(312) 407-0700
November 6, 1996
To: Phoenix Duff & Phelps Institutional Enhanced Reserves Portfolio
One American Row
P.O. Box 5056
Hartford, CT 06102-5056
Duff & Phelps Enhanced Reserves Fund
55 East Monroe Street
Chicago, IL 60603
Ladies and Gentlemen:
You have requested our opinion as to certain Federal income tax
consequences of the acquisition on July 19, 1996 by the Phoenix Duff & Phelps
Institutional Enhanced Reserves Portfolio (the "Acquiring Fund"), a series of
the Phoenix Duff & Phelps Institutional Mutual Funds (the "Acquiring Trust"), a
Massachusetts business trust, of all of the assets of the Duff & Phelps Enhanced
Reserves Fund (the "Acquired Fund"), a series of Duff & Phelps Mutual Funds (the
"Acquired Trust"), a Massachusetts business trust, solely in exchange for full
and fractional Class X voting shares of beneficial interest of the Acquiring
Fund and the assumption by the Acquiring Fund of the liabilities of the Acquired
Fund and the subsequent liquidation of the Acquired Fund (the "Reorganization"),
pursuant to the Agreement and Plan of Reorganization dated as of June 3, 1996,
by and between the Acquiring Trust on behalf of the Acquiring Fund and the
Acquired Trust on behalf of the Acquired Fund (the "Reorganization Agreement").
Specifically, you have requested our opinion as to whether for Federal income
tax purposes the Reorganization qualified as a reorganization under Section
368(a) of the Internal Revenue Code of 1986, amended (the "Code").
In connection with rendering our opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of the Reorganization Agreement, the Registration Statement of the Acquiring
Fund on Form N-14, as of the date of its effectiveness with the Securities and
Exchange Commission (the "Registration Statement") and such other records and
documents as we have deemed necessary or appropriate as a basis for the opinions
set forth below. We have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all records and documents
submitted to us as originals, the conformity to original records and documents
of all records and documents submitted to us as certified, conformed or
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photostatic copies and the authenticity of the originals of such copies. As to
any facts material to this opinion that we did not independently establish or
verify, we have relied upon statements and representations of officers and other
representatives of the Acquiring Fund, Acquiring Trust, Acquired Trust and
Acquired Fund. In rendering this opinion, we have assumed that the transactions
were consummated in accordance with the descriptions thereof set forth in such
records and documents and that such records and documents accurately reflect the
material facts of the transactions. Our opinion is limited to legal rather than
factual matters.
In rendering our opinion, we have relied upon the Code, Treasury
Regulations, legislative history, judicial authorities, published positions of
the Internal Revenue Service and such other authorities as we have considered
relevant, all in effect as of the date of the Reorganization and all of which
are subject to change or differing interpretation (possibly on a retroactive
basis).
On the basis of and subject to the foregoing, we are of the opinion that,
as of the date of the Reorganization:
(1) The acquisition and assumption by the Acquiring Fund of all of
the assets and liabilities of the Acquired Fund in exchange solely for Class X
voting shares of the Acquiring Fund and the subsequent liquidation of the
Acquired Fund qualified 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 Acquired Fund or the
Acquiring Fund upon the transfer to, and assumption by, the Acquiring Fund of
the assets and liabilities of the Acquired Fund in exchange solely for the
Class X voting shares of the Acquiring Fund or on the distribution of such
Class X shares of the Acquiring Fund by the Acquired Fund to its shareholders
in connection with the Reorganization.
(3) The Acquiring Fund's basis in the Fund's assets received in the
Reorganization is, in each instance, equal to the basis of such assets in the
hands of the Acquired Fund immediately prior to the transfer, and the Acquiring
Fund's holding period of such assets, in each instance, includes the period
during which the assets were held by the Acquired Fund.
(4) No gain or loss will be recognized by any shareholder of the
Acquired Fund upon the exchange of their voting shares of the Acquired Fund
solely for the Class X voting shares, respectively, of the Acquiring Fund in
connection with the Reorganization.
(5) The aggregate tax basis of the Class X voting shares of the
Acquiring Fund in connection with the Reorganization received by the
shareholders of the
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Acquired Fund is the same as the aggregate tax basis of the voting shares of
the Acquired Fund surrendered in exchange therefor.
(6) The holding period of the Class X voting shares of the Acquiring
Fund received by a shareholder of the Acquired Fund in connection with the
Reorganization includes the holding period of the voting shares of the Acquired
Fund surrendered in exchange therefor, if such surrendered shares were held as
capital assets by such shareholder on the date of the exchange.
We express no opinion as to any Federal tax consequences other as set forth
in this letter or as to any tax consequences under state, local or foreign law.
Very truly yours,
SKADDEN, ARPS, SLATE, MEAGHER
& FLOM (ILLINOIS)
