SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e) (2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss.
240.14a-12
PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
------------------------------------------------
(Name of Registrant as Specified in its Charter)
NANCY J. ENGBERG, ESQ.
c/o Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: ___________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
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PHOENIX DUFF & PHELPS
INSTITUTIONAL MUTUAL FUNDS
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
----------
NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 6, 1999
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To the Shareholders:
A Special Meeting of Shareholders of Phoenix Duff & Phelps Institutional
Mutual Funds ("the Trust") will be held in the offices of the Trust, 101 Munson
Street, Greenfield, Massachusetts 01301, on Wednesday, August 6, 1999 at 10:00
a.m. for the following purpose:
TO BE VOTED UPON ONLY BY SHAREHOLDERS OF
PHOENIX DUFF & PHELPS INSTITUTIONAL
GROWTH STOCK PORTFOLIO
To approve or not approve a Subadvisory Agreement in the form attached to
this Proxy Statement as Exhibit A between Phoenix Investment Counsel, Inc.
and Seneca Capital Management LLC.
This proposal is discussed in detail in the attached Proxy Statement.
The Board of Trustees has fixed June 7, 1999 as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE VOTE YOUR
SHARES BY COMPLETING, DATING AND SIGNING THE ENCLOSED PROXY AND RETURNING IT
PROMPTLY IN THE POSTAGE PAID RETURN ENVELOPE ENCLOSED FOR YOUR USE. PROMPT
RETURN OF PROXIES BY SHAREHOLDERS WILL SAVE THE TRUST AND SHAREHOLDERS THE COSTS
ASSOCIATED WITH FURTHER SOLICITATION. THE ENCLOSED PROXY IS BEING SOLICITED BY
THE BOARD OF TRUSTEES OF THE TRUST.
By Order of the Board of Trustees,
G. JEFFREY BOHNE,
Secretary
Greenfield, Massachusetts
June 29, 1999
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PHOENIX DUFF & PHELPS
INSTITUTIONAL MUTUAL FUNDS
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
----------
PROXY STATEMENT
A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 6, 1999
----------
INTRODUCTION
The enclosed proxy is solicited by the Board of Trustees of Phoenix Duff &
Phelps Institutional Mutual Funds (the "Trust") for use at the Special Meeting
of Shareholders to be held on August 6, 1999, and at any adjournment(s) thereof.
Shareholders of record of Phoenix Duff & Phelps Institutional Growth Stock
Portfolio (the "Growth Stock Portfolio" or the "Portfolio") at the close of
business on June 7, 1999 are entitled to notice of and to vote at the meeting or
any adjourned session. As of June 7, 1999, there were issued and outstanding
1,668,986.683 shares of the Growth Stock Portfolio, par value $1 per share (the
"Shares"). Each Shareholder will be entitled to one vote for each full Share
(and fractional vote corresponding to any fractional Share) registered in
his/her name on the Trust's books on the record date and not thereafter
repurchased or redeemed by the Trust.
Only Shares of the Growth Stock Portfolio will be voted on the Proposal.
All Shares represented by duly executed proxies will be voted in accordance with
the specification thereon. If a duly executed proxy does not specify a choice
between approval or disapproval of, or abstention with respect to, any proposal,
the Shares represented by the proxy will be voted in favor of the proposal. Any
Shareholder executing a proxy has the power to revoke it at any time before it
is exercised by executing and submitting to the Trust a later-dated proxy or
written notice of revocation or by attending the meeting and voting in person.
In addition to the solicitation of proxies by mail, officers and regular
employees of Phoenix Investment Counsel, Inc., or its affiliates, and persons
employed for such purpose may solicit proxies personally or by telephone or
telegram. Banks, brokers, fiduciaries and nominees will, upon request, be
reimbursed for their reasonable expenses in sending proxy material to beneficial
owners of the Portfolios' shares. The cost of solicitation of proxies,
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including the cost of services by an outside proxy solicitor, if required, will
be borne by the Adviser.
In the event that sufficient votes in favor of the item set forth in the
attached Notice of the meeting are not received by the time scheduled for the
meeting, the persons named as proxies may propose one or more adjournments of
the meeting for a period or periods of not more than sixty days in the aggregate
to permit further solicitation of proxies with respect to any such matters. Any
such adjournment(s) will require the affirmative vote of a majority of the
shares present in person or by proxy at the session of the meeting to be
adjourned. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of such matter. They will
vote against such adjournment those proxies required to be voted against any
such matter.
This Proxy Statement and the enclosed form of proxy are first being mailed
to shareholders on or about June 29, 1999. A COPY OF THE TRUST'S MOST RECENT
ANNUAL REPORT WILL BE FURNISHED, WITHOUT CHARGE, TO ANY SHAREHOLDER UPON REQUEST
TO PHOENIX EQUITY PLANNING CORPORATION, 100 BRIGHT MEADOW BOULEVARD, P.O. BOX
2200, ENFIELD, CONNECTICUT 06083-2200. SHAREHOLDERS MAY ALSO CALL PHOENIX EQUITY
PLANNING CORPORATION TOLL-FREE AT (800) 243-4361.
VOTES REQUIRED
The presence in person or by proxy of the holders of a majority of the
outstanding shares of the Portfolio is required to constitute a quorum at the
meeting. As used in this Proxy Statement, the term "a majority of the
outstanding shares" means the lesser of (i) 67% of the shares of the Portfolio
present at the meeting at which more than 50% of the outstanding shares are
represented or (ii) more than 50% of the outstanding shares of the Portfolio.
If a shareholder abstains from voting as to any matter, then the shares
held by such shareholder shall be deemed present at the meeting for purposes of
determining a quorum and for purposes of calculating the vote with respect to
such matter, but shall not be deemed to have been voted in favor of such matter.
If a broker returns a "non-vote" proxy, indicating a lack of authority to vote
on such matter, then the shares covered by such non-vote shall be deemed present
at the meeting for all purposes, except for the purpose of calculating the vote
with respect to such matter.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of June __, 1999 with
respect to each person who owns of record or is known by the Trust to own of
record or
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beneficially own 5% or more of any class of the Growth Stock Portfolio's equity
securities.
NUMBER PERCENTAGE
NAME OF SHAREHOLDER CLASS AND FUND OF SHARES OF CLASS
------------------- -------------- --------- --------
At June __, 1999, the Trustees and officers owned no shares of the Growth
Stock Portfolio.
DESCRIPTION OF THE INVESTMENT ADVISER
The Portfolio's investment adviser is Phoenix Investment Counsel, Inc. (the
"Adviser" or "PIC"), 56 Prospect Street, Hartford, Connecticut 06115-0480. All
of the outstanding shares of the Adviser are owned by Phoenix Equity Planning
Corporation ("Equity Planning"). All of the outstanding shares of Equity
Planning are owned by Phoenix Investment Partners, Ltd. ("PXP"), formerly known
as Phoenix Duff & Phelps Corporation. A majority of the outstanding shares of
PXP are owned by PM Holdings, Inc. ("Holdings"), a wholly-owned subsidiary of
Phoenix Home Life Mutual Insurance Company ("Phoenix Home Life"). The principal
offices of Phoenix Home Life and Holdings are located at One American Row,
Hartford, Connecticut 06102-5056. The principal office of PXP is located at 56
Prospect Street, Hartford, Connecticut 06115-4080. The principal office of
Equity Planning is located at 100 Bright Meadow Boulevard, P.O. Box 2200,
Enfield, Connecticut 06083-2200.
In addition to the Portfolio, the Adviser acts as investment adviser for a
number of other mutual funds having a similar investment objective to that of
the Portfolio. The names of those funds, their size as of March 31, 1999, and
the annual rates of compensation for each is set forth in the table below.
Compensation rates listed are applied to the average of the aggregate daily net
asset value of the named fund.
RATE FOR RATE FOR RATE FOR
SIZE OF FUND FIRST NEXT EXCESS OVER
FUND (MILLIONS) $1 BILLION $1 BILLION $2 BILLION
- ---- ---------- ---------- ---------- ----------
PHOENIX EQUITY SERIES FUND
Phoenix-Oakhurst Growth
and Income Fund $282.2 0.75% 0.70% 0.65%
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SIZE OF RATE FOR RATE FOR RATE FOR
FUND FIRST NEXT EXCESS OVER
FUND (MILLIONS) $1 BILLION $1 BILLION $2 BILLION
- ---- ---------- ---------- ---------- ----------
PHOENIX INVESTMENT TRUST 97
Phoenix-Hollister Small Cap
Value Fund $33.1 0.90% 0.85% 0.80%
Phoenix-Hollister Value
Equity Fund $38.7 0.75% 0.70% 0.65%
SIZE OF RATE FOR RATE FOR RATE FOR
FUND FIRST NEXT EXCESS OVER
FUND (MILLIONS) $1 BILLION $1 BILLION $2 BILLION
- ---- ---------- ---------- ---------- ------------
PHOENIX MULTI-PORTFOLIO FUND
Phoenix-Seneca Mid-Cap Fund $300.0 0.75% 0.70% 0.65%
SIZE OF FUND RATE OF
FUND (MILLIONS) COMPENSATION
- ---- ---------- ------------
PHOENIX-SENECA FUNDS
Phoenix-Seneca Growth Fund $64.0 0.70%
Phoenix-Seneca Mid Cap
"EDGE" Fund $18.7 0.80%
SIZE OF RATE FOR RATE FOR RATE FOR
FUND FIRST NEXT EXCESS OVER
FUND (MILLIONS) $1 BILLION $1 BILLION $2 BILLION
- ---- ---------- ---------- ---------- ----------
PHOENIX SERIES FUND
Phoenix-Engemann Aggressive
Growth Fund Series $ 333.2 0.70% 0.65% 0.60%
Phoenix-Goodwin Growth Fund $2,917.9 0.70% 0.65% 0.60%
SIZE OF RATE FOR RATE FOR RATE FOR
FUND FIRST NEXT EXCESS OVER
FUND (MILLIONS) $1 BILLION $1 BILLION $2 BILLION
- ---- ---------- ---------- ---------- ----------
PHOENIX STRATEGIC EQUITY
SERIES FUND
Phoenix Equity Opportunities
Fund $200.5 0.70% 0.65% 0.60%
Phoenix Small Cap Fund $209.3 0.75% 0.70% 0.65%
Phoenix Strategic Theme Fund $191.9 0.75% 0.70% 0.65%
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SIZE OF RATE FOR RATE FOR RATE FOR
FUND FIRST NEXT EXCESS OVER
FUND (MILLIONS) $250,000,000 $250,000,000 $500,000,000
- ---- ---------- ------------ ------------ ------------
THE PHOENIX EDGE SERIES FUND
Growth Series $1,928.3 0.70% 0.65% 0.60%
Growth and Income Series $ 57.5 0.70% 0.65% 0.60%
Value Equity Series $ 7.3 0.70% 0.65% 0.60%
Strategic Theme Series $ 99.1 0.75% 0.70% 0.65%
Note: The Adviser has not waived, reduced, or otherwise agreed to reduce its
compensation under any applicable investment management contract for the
funds listed above.
THE ADVISORY AGREEMENT
PIC acts as investment adviser to the Growth Stock Portfolio under an
Investment Advisory Agreement dated March 1, 1996 between the Trust and PIC (the
"Advisory Agreement"). Under the Advisory Agreement, PIC is entitled to a fee,
payable monthly, at the annual rate of 0.60% of the Portfolio's average daily
net assets of up to $1 billion and 0.55% of the Portfolio's average daily net
assets in excess of $1 billion.
The Advisory Agreement provides that the Adviser shall furnish continuously
an investment program for the Portfolio, and shall manage the investment and
reinvestment of the assets of the Portfolio subject at all times to the
supervision of the Trustees. The Adviser, at its expense, also furnishes to the
Trust adequate office space and facilities and certain administrative services,
including the services of any member of its staff who serves as an officer of
the Trust. All costs and expenses (other than those specifically referred to as
being borne by the Adviser) incurred in the operation of the Trust are borne by
the Trust. Such expenses include, but are not limited to, all expenses incurred
in the operation of the Trust and any public offering of its shares, including,
among others, interest, taxes, brokerage fees and commissions, fees of Trustees
who are not full-time employees of the Adviser or any of its affiliates,
expenses of Trustees' and shareholders' meetings, including the cost of printing
and mailing proxies, expenses of insurance premiums for fidelity and other
coverage, expenses of repurchase and redemption of shares, expenses of issue and
sale of shares (to the extent not borne by the national distributor under its
agreement with the Trust), expenses of printing and mailing stock certificates
representing shares of the Trust, association membership dues, charges of
custodians, transfer agents, dividend disbursing agents and financial agents,
bookkeeping, auditing and legal expenses. The Trust will also pay the fees and
bear the expense of registering and maintaining the registration of the Trust
and its shares with the Securities and Exchange Commission and registering or
qualifying its shares under state
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or other securities laws and the expense of preparing and mailing prospectuses
and reports to existing shareholders. Additionally, if authorized by the
Trustees, the Trust will pay for extraordinary expenses and expenses of a
non-recurring nature which may include, but not be limited to, the reasonable
and proportionate cost of any reorganization or acquisition of assets and the
cost of legal proceedings to which the Trust is a party. The Portfolio will pay
expenses incurred in its own operation and will also pay a portion of the
Trust's general administration expenses allocated on the basis of the asset
values of each of the respective series of the Trust.
Under the Advisory Agreement, the Adviser has agreed to reimburse the Trust
monthly for the amount, if any, by which the total operating and management
expenses of any series (including the Adviser's compensation, but excluding
interest, taxes, brokerage fees and commissions, and extraordinary expenses) for
any fiscal year exceed the level of expenses which such series is permitted to
bear under the most restrictive expense limitation imposed (and not waived) on
open-end investment companies by any state in which shares of such series are
then qualified for sale.
The Advisory Agreement provides that the Adviser shall not be liable to the
Trust or to any shareholder of the Trust for any error of judgment or mistake of
law or for any loss suffered by the Trust or by any shareholder of the Trust in
connection with the matters to which the Advisory Agreement relates, except a
loss resulting from willful misfeasance, bad faith, gross negligence or reckless
disregard on the part of the Adviser in the performance of its duties
thereunder.
The Advisory Agreement continues in force from year to year if approved by
vote of a majority of the outstanding voting securities of series or by vote of
a majority of the Trustees, including the vote of a majority of Trustees who are
not parties to the Advisory Agreements, or "interested persons" (as that term is
defined in the 1940 Act) (the "Disinterested Trustees") of any such party, cast
in person at a meeting called for the purpose of voting on such approval. The
Advisory Agreement will terminate automatically upon its assignment (within the
meaning of said 1940 Act) and may be terminated at any time, without payment of
any penalty, either by the Trustees, or, as to each series, by a vote of a
majority of the outstanding voting securities of such series or by the Adviser
upon sixty (60) days' written notice to the Trust.
The terms and conditions of the Advisory Agreement have been approved
annually by the Trustees, including a majority of the Disinterested Trustees,
most recently on November 18, 1998. The Investment Advisory Agreement was last
approved by the shareholders on March 1, 1996.
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MANAGEMENT OF THE ADVISER
The directors of the Adviser are Michael E. Haylon, Philip R. McLoughlin
and William R. Moyer. The address of these directors is 56 Prospect Street,
Hartford, CT 06115-0480. The principal occupation of each director is that of an
executive officer of PXP. Messrs. Haylon and McLoughlin are directors of PXP.
Mr. McLoughlin also serves as a director of Phoenix Home Life.
Michael E. Haylon, an officer of the Trust, is President and a director of
the Adviser. Philip R. McLoughlin, Trustee and President of the Trust, is a
director and Chairman of the Adviser. William R. Moyer, Vice President of the
Trust, is Senior Vice President, Chief Financial Officer and Treasurer of the
Adviser. J. Roger Engemann, Ronald K. Jacks, Richard D. Little, James E. Mair,
Leonard J. Saltiel, Gail P. Seneca, John S. Tilson, officers of the Trust, are
also officers of the Adviser.
PORTFOLIO TRANSACTIONS AND BROKERAGE
In fiscal year 1998, W.S. Griffith & Co., Inc., a broker-dealer subsidiary
of Phoenix Home Life, received $_______ in Portfolio related commissions
attributed to a clearing arrangement with an unaffiliated broker-dealer.
INTEREST IN CERTAIN TRANSACTIONS
Philip R. McLoughlin, Calvin J. Pedersen and James M. Oates are Trustees of
the Trust and are also directors of PXP. Michael E. Haylon is an executive
officer of the Trust and also a director of PXP. Messrs. Haylon and McLoughlin
are also executive officers of PXP. Francis E. Jeffries is a Trustee of the
Trust and also a shareholder of PXP. By virtue of these individuals'
relationships with the Trust and with PXP, an indirect parent of the Adviser,
under the proxy rules they are deemed to have a material interest in the
Advisory Agreement. For its services as investment adviser, PIC received
$383,128 in fees from the Trust during the fiscal year ended December 31, 1998.
UNDERWRITER AND ADMINISTRATOR
Phoenix Equity Planning Corporation, an affiliate of the Adviser, serves as
national distributor of the Trust's shares. For the fiscal year ended December
31, 1998, the Trust paid no sales charges. Equity Planning also acts as
financial agent for the Trust for which it was paid $327,412 for its services
during the Trust's last fiscal year.
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PROPOSAL
TO APPROVE OR NOT APPROVE A SUBADVISORY AGREEMENT
WITH SENECA CAPITAL MANAGEMENT LLC.
(TO BE VOTED UPON ONLY BY SHAREHOLDERS
OF THE GROWTH STOCK PORTFOLIO)
At a meeting of the Board of Trustees (the "Trustees") held on May 20,
1999, the Adviser presented a proposal under which Seneca Capital Management LLC
("Seneca") would be engaged as subadviser to the Growth Stock Portfolio (the
"Portfolio"). At a meeting held on March 26, 1999, at which the proposal was
discussed preliminarily, the Trustees heard presentations by representatives of
the Adviser regarding its decision to discontinue equity investment management
operations from the Adviser's primary location in Hartford, Connecticut, based
on, among other factors, the difficulty of distinguishing the Hartford equity
products from those offered by the Adviser's affiliates, the better longer-term
performance records of those affiliates, and the Adviser's historical difficulty
in attracting and maintaining skilled professionals to Hartford. Management
recommended moving day-to-day management responsibilities of certain of the
equity funds it managed to other locations within the Phoenix Investment
Partners' organization. Seneca, in managing a number of other equity funds,
utilizes a growth style of management as had the Adviser at all times prior to
March 1999, and was therefore recommended by Management to take over the
day-to-day operations of the Growth Stock Portfolio. At the May meeting,
Management reviewed with the Trustees in greater detail the specifics of the
proposed subadvisory arrangement, including Seneca's expertise and capabilities
and the relative performance of funds managed by the Hartford equity team
compared to the performance of comparable funds managed by Seneca. The Adviser
would continue its traditional role of overseeing operations of the Portfolio,
providing compliance, proxy, corporate governance, registration statement and
other similar services, and would also oversee the investment management
performance of the Portfolio. The Board considered that there would be no fee
increase to the Portfolio or its shareholders as a result of the appointment of
the Subadviser, and further considered the services to be rendered by each of
the Adviser and Subadviser under the proposed arrangement. The Board concluded
that the sharing of responsibility and fees would be fair, and that the
demonstrated experience and capability of Seneca would provide appropriate
expertise in the management of an investment program for the Portfolio. The
Trustees, including a majority of the Disinterested Trustees, voted to approve
the terms of the proposed
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Subadvisory Agreement and to recommend to shareholders the retention of Seneca
as subadviser to the Portfolio.
Under the terms of the proposed Subadvisory Agreement (attached as Exhibit
A), the Adviser will delegate to Seneca the performance of certain of its
investment management services under the Advisory Agreement. Additionally,
Seneca will furnish at its own expense the office facilities and personnel
necessary to perform such services. For its services as subadviser, the Adviser
will pay Seneca compensation at the following annual rates as a percentage of
the average aggregate daily net asset values of the Portfolio:
RATE FOR FIRST RATE FOR NEXT RATE FOR EXCESS
$67,800,000 $932,200,000 OVER $1 BILLION
----------- ------------ ---------------
0.10% 0.30% 0.275%
Seneca is authorized under the Subadvisory Agreement to select brokers and
dealers to execute Portfolio transactions and to select the markets in which
transactions will be executed. Seneca is also authorized under the Seneca
Subadvisory Agreement to execute Portfolio transactions with brokers or dealers
that are "affiliated persons" (as defined in the 1940 Act) of the Trust, PIC or
Seneca with the prior written approval of the Trust.
Under the Subadvisory Agreement, Seneca is not liable for actions taken in
its best professional judgment, in good faith and believed by it to be
authorized, provided such actions are not in breach of the Portfolio's
investment objectives, policies and restrictions or the result of willful
misfeasance, bad faith, gross negligence or breach of duty or obligations.
The Subadvisory Agreement will become effective upon its approval by
shareholders and will extend through December 31, 1999. It will continue in
effect thereafter only so long as its continuance has been specifically approved
at least annually by the Trustees, including a majority of the Disinterested
Trustees.
INFORMATION ABOUT SENECA
Seneca has been (with its predecessor, GMG/Seneca Capital Management, L.P.)
an investment adviser since 1989 and is a California limited liability company.
As of March 31, 1999, Seneca managed in excess of $6.5 billion in assets for
institutions and individuals. Seneca's address is 909 Montgomery Street, Suite
600, San Francisco, California 94133.
PXP currently holds 74.9% and Ms. Seneca holds in excess of 5%, of the
membership interest in Seneca. By virtue of their ownership of and/or positions
with Seneca LLC, PXP and Ms. Seneca may be deemed "parents" of Seneca within the
meaning of the proxy rules. Ms. Westhoff and Mr. Jacks,
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along with other Seneca management personnel, also hold membership interests in
Seneca and options to purchase shares of PXP.
Seneca currently serves as subadviser to a number of other mutual funds
having a similar investment objective to that of the Portfolio. The names of
those funds, their size as of March 31, 1999 and the annual rates of
compensation for each is listed in the table below. Compensation rates listed
are applied to the average of the aggregate daily net asset value of the named
fund.
SIZE OF FUND
FUND (MILLIONS) RATE OF COMPENSATION
- ---- ---------- --------------------
PHOENIX-SENECA FUNDS
Phoenix-Seneca Growth Fund $64.0 0.35%
Phoenix-Seneca Mid-Cap
"EDGE"[servicemark] Fund $18.7 0.40%
SIZE OF FUND
FUND (MILLIONS) RATE OF COMPENSATION
- ---- ---------- --------------------
THE PHOENIX EDGE SERIES FUND
Seneca Mid-Cap Growth Fund $8.8 0.40%
SIZE OF RATE FOR RATE FOR RATE FOR RATE FOR
FUND FIRST NEXT NEXT EXCESS OVER
FUND (MILLIONS) $342,000,000 $658,000,000 $1 BILLION $2 BILLION
- ---- ---------- ------------ ------------ ---------- ----------
PHOENIX
MULTI-PORTFOLIO FUND
Phoenix-Seneca
Mid Cap Fund $300.0 0.20% 0.375% 0.35% 0.325%
SIZE OF RATE FOR RATE FOR RATE FOR RATE FOR
FUND FIRST NEXT NEXT EXCESS OVER
FUND (MILLIONS) $184,000,000 $816,000,000 $1 BILLION $2 BILLION
- ---- ----------------------------------------------- ----------
PHOENIX STRATEGIC
EQUITY SERIES FUND
Phoenix Equity
Opportunities
Fund $200.5 0.20% 0.35% 0.325% 0.30%
Note: The Adviser has not waived, reduced, or otherwise agreed to reduce its
compensation under any applicable investment management contract for the
funds listed above.
MANAGEMENT OF THE SUBADVISER
The names and principal occupations of the executive officers of Seneca and
each employee or member of Seneca who is an officer of the Trust, are as
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follows. The address of each, as it relates to his or her duties at Seneca, is
the same as that of Seneca.
NAME PRINCIPAL OCCUPATION
- -------------------------------------------------------------------------------
Gail P. Seneca Managing General Partner and Chief Executive and
Investment Officer of GMG/Seneca Capital Management L.P.
since November 1989. President and Chief Executive and
Investment Officer of Seneca since June 1996. General
Partner of Genesis Merchant Group, L.P. since January
1990. President and sole shareholder of GenCap, Inc.
since July 1994. President and Trustee of the
Phoenix-Seneca Funds and portfolio management team
leader of each of the funds.
Sandra J. Westhoff Chief Administrative Officer of GMG/Seneca Capital
Management L.P. since September 1994. Chief Operating
Officer of Seneca since June 1996. Treasurer of the
Phoenix-Seneca Funds.
Ronald K. Jacks Equity Portfolio Manager of GMG/Seneca Capital
Management L.P. since July 1990 and of Seneca since July
1995. Secretary of the Phoenix-Seneca Funds and
portfolio management team leader of the Phoenix-Seneca
Mid-Cap "EDGE"[servicemark] Fund.
Richard D. Little Director of Equities of GMG/Seneca Capital Management
L.P. since December 1989 and of Seneca since July 1996.
Portfolio management team leader of Phoenix-Seneca
Growth Fund and Phoenix-Seneca Mid-Cap
"EDGE"[servicemark] Fund.
Thomas N. Steenburg Secretary, General Counsel and Compliance Officer of
Seneca since June 1997. Senior Vice President (since
January 1999), Vice President, Counsel and Secretary
(1995-1999) of PXP. Executive Vice President (since
January 1999), Vice President, Counsel and Secretary
(1996-1999), Duff & Phelps Investment Management Co.
Vice President, Secretary and Counsel of PIC, National
Securities & Research Corporation, and Equity Planning
since November 1995 and Vice President - Compliance of
Phoenix-Aberdeen International Advisers, LLC since May
1996.
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Ms. Seneca, an officer of the Trust, is President and Chief Executive and
Investment Officer of Seneca. Messrs. Jacks, Little and Steenburg, officers of
the Trust, are also officers of Seneca.
RECOMMENDATION
The Trustees have concluded, after review of relevant information, that the
proposed subadvisory services are reasonably worth the full amount of the fee
payable under the proposed Subadvisory Agreement and that the terms of the
Subadvisory Agreement are fair and reasonable. Accordingly, the Board of
Trustees, including a majority of the Disinterested Trustees, recommends that
the shareholders of the Growth Stock Portfolio vote to approve the proposed
Subadvisory Agreement.
THE TRUSTEES RECOMMEND A VOTE "FOR" THE APPROVAL OF THE PROPOSED
SUBADVISORY AGREEMENT
ADDITIONAL INFORMATION
OTHER MATTERS
As of the date of this Proxy Statement, the Trust's management knows of no
other matters to be brought before this meeting. However, if any other matters
properly come before this meeting, the persons named in the enclosed proxy will
vote in accordance with their judgment on such matters.
PROPOSALS FOR NEXT MEETING OF SHAREHOLDERS
The Trust is not required and does not intend to hold annual meetings of
shareholders. The next meeting of shareholders will be held at such time as may
be determined by the Trustees or legally required. Any shareholder desiring to
present a proposal for consideration at the next meeting of shareholders must
submit the proposal in writing so that it is received by the Trust within a
reasonable time before the solicitation for such meeting is made and must
satisfy all other legal requirements.
By Order of the Board of Trustees,
G. JEFFREY BOHNE,
Secretary
Greenfield, Massachusetts
June 29, 1998
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EXHIBIT A
PHOENIX DUFF & PHELPS INSTITUTIONAL
MUTUAL FUNDS
SUBADVISORY AGREEMENT
---------------------
August __, 1999
Seneca Capital Management LLC
909 Montgomery Street
San Francisco, California 94133
RE: SUBADVISORY AGREEMENT
Gentlemen:
Phoenix Duff & Phelps Institutional Mutual Funds (the "Trust") is a diversified
open-end investment company of the series type registered under the Investment
Company Act of 1940 (the "Act"), and is subject to the rules and regulations
promulgated thereunder. The shares of the Trust are offered or may be offered in
several series, including the Phoenix Duff & Phelps Institutional Growth Stock
Portfolio (hereafter referred to as the "Portfolio").
Phoenix Investment Counsel, Inc. (the "Adviser") evaluates and recommends series
advisers for the Trust and is responsible for the day-to-day management of the
Portfolio.
1. Employment as a Subadviser. The Adviser, being duly authorized, hereby
employs Seneca Capital Management LLC (the "Subadviser") as a subadviser to
invest and reinvest the assets of the Portfolio on the terms and conditions
set forth herein. The services of the Subadviser hereunder are not to be
deemed exclusive; the Subadviser may render services to others and engage
in other activities which do not conflict in any material manner in the
Subadviser's performance hereunder.
2. Acceptance of Employment; Standard of Performance. The Subadviser accepts
its employment as a subadviser to the Adviser and agrees to use its best
professional judgment to make investment decisions for the Portfolio in
accordance with the provisions of this Agreement.
3. Services of Subadviser. The Subadviser shall provide the services set forth
herein and in Schedule A attached hereto and made a part hereof. In
providing management services to the Portfolio, the Subadviser shall be
<PAGE>
subject to the investment objectives, policies and restrictions of the
Trust as they apply to the Portfolio and as set forth in the Trust's then
current Prospectus and Statement of Additional Information (as the same may
be modified from time to time), and to the Trust's Agreement and
Declaration of Trust, to the investment and other restrictions set forth in
the Act, the Securities Act of 1933 and the Internal Revenue Code and the
rules and regulations thereunder, and to the supervision and control of the
Trustees of the Trust (the "Trustees"). The Subadviser shall not, without
the Adviser's prior approval, effect any transactions which would cause the
Portfolio at the time of the transaction to be out of compliance with any
of such restrictions or policies.
4. Expenses. The Subadviser shall furnish at its own expense, or pay the
expenses of the Adviser, for the following:
(a) Office facilities, including office space, furniture and equipment
utilized by its employees, in the fulfillment of Subadviser's
responsibilities hereunder;
(b) Personnel necessary to perform the functions required to manage the
investment and reinvestment of the Portfolio's assets (including those
required for research, statistical and investment work), and to fulfill
the other functions of the Subadviser hereunder;
(c) Personnel to serve without salaries for the Trust as officers or agents
of the Trust. The Subadviser need not provide personnel to perform, or
pay the expenses of the Adviser for, services customarily performed for
an open-end management investment company by its national distributor,
custodian, financial agent, transfer agent, auditors and legal counsel;
and
(d) Compensation and expenses, if any, of the Trustees who are also
full-time employees of the Subadviser.
5. Transaction Procedures. All transactions for the Portfolio will be
consummated by payment to, or delivery by, the Custodian(s) from time to
time designated by the Trust (the "Custodian"), or such depositories or
agents as may be designated by the Custodian pursuant to its agreement with
the Trust (the "Custodian Agreement"), of all cash and/or securities due to
or from the Portfolio. The Subadviser shall not have possession or custody
of such cash and/or securities or any responsibility or liability with
respect to such custody. The Subadviser shall advise the Custodian and
confirm in writing to the Trust all investment orders for the Portfolio
placed by it with brokers and dealers at the time and in the manner set
forth in the Custodian Agreement and in Schedule B hereto (as amended
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<PAGE>
from time to time). The Trust shall issue to the Custodian such
instructions as may be appropriate in connection with the settlement of any
transaction initiated by the Subadviser. The Trust shall be responsible for
all custodial arrangements and the payment of all custodial charges and
fees, and, upon giving proper instructions to the Custodian, the Subadviser
shall have no responsibility or liability with respect to custodial
arrangements or the acts, omissions or other conduct of the Custodian.
6. Allocation of Brokerage. The Subadviser shall have authority and discretion
to select brokers and dealers to execute Portfolio transactions initiated
by the Subadviser, and to select the markets on or in which the
transactions will be executed.
A. In placing orders for the sale and purchase of Portfolio securities for
the Trust, the Subadviser's primary responsibility shall be to seek the
best execution of orders at the most favorable prices. However, this
responsibility shall not obligate the Subadviser to solicit competitive
bids for each transaction or to seek the lowest available commission
cost to the Trust, so long as the Subadviser reasonably believes that
the broker or dealer selected by it can be expected to obtain "best
execution" on the particular transaction and determines in good faith
that the commission cost is reasonable in relation to the value of the
brokerage and research services (as defined in Section 28(e)(3) of the
Securities Exchange Act of 1934) provided by such broker or dealer to
the Subadviser, viewed in terms of either that particular transaction
or of the Subadviser's overall responsibilities with respect to its
clients, including the Trust, as to which the Subadviser exercises
investment discretion, notwithstanding that the Trust may not be the
direct or exclusive beneficiary of any such services or that another
broker may be willing to charge the Trust a lower commission on the
particular transaction.
B. Subject to the requirements of paragraph A above, the Adviser shall
have the right to require that transactions giving rise to brokerage
commissions, in an amount to be agreed upon by the Adviser and the
Subadviser, shall be executed by brokers and dealers that provide
brokerage or research services to the Trust or that will be of value to
the Trust in the management of its assets, which services and
relationship may, but need not, be of direct or exclusive benefit to
the Portfolio. In addition, subject to paragraph A above, the
applicable Conduct Rules of the National Association of Securities
Dealers, Inc. and other applicable law, the Trust shall have the right
to request that
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transactions be executed by brokers and dealers by or through whom
sales of shares of the Trust are made.
C. The Subadviser shall not execute any transactions for the Portfolio
with a broker or dealer that is an "affiliated person" (as defined in
the Act) of the Trust, the Subadviser or the Adviser without the prior
written approval of the Trust.
7. Fees for Services. The compensation of the Subadviser for its services
under this Agreement shall be calculated and paid by the Adviser in
accordance with the attached Schedule C. Pursuant to the Investment
Advisory Agreement between the Trust and the Adviser, the Adviser is solely
responsible for the payment of fees to the Subadviser.
8. Limitation of Liability. The Subadviser shall not be liable for any action
taken, omitted or suffered to be taken by it in its best professional
judgment, in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement, or in
accordance with specific directions or instructions from the Trust,
provided, however, that such acts or omissions shall not have constituted a
breach of the investment objectives, policies and restrictions applicable
to the Portfolio and that such acts or omissions shall not have resulted
from the Subadviser's willful misfeasance, bad faith or gross negligence, a
violation of the standard of care established by and applicable to the
Subadviser in its actions under this Agreement or a breach of its duty or
of its obligations hereunder (provided, however, that the foregoing shall
not be construed to protect the Subadviser from liability under the Act,
other federal or state securities laws or common law).
9. Confidentiality. Subject to the duty of the Subadviser to comply with
applicable law, including any demand of any regulatory or taxing authority
having jurisdiction, the parties hereto shall treat as confidential all
information pertaining to the Portfolio and the actions of the Subadviser
and the Trust in respect thereof.
10. Assignment. This Agreement shall terminate automatically in the event of
its assignment, as that term is defined in Section 2(a)(4) of the Act. The
Subadviser shall notify the Adviser in writing sufficiently in advance of
any proposed change of control, as defined in Section 2(a)(9) of the Act,
as will enable the Adviser to consider whether an assignment as defined in
Section 2(a)(4) of the Act will occur and to take the steps it deems
necessary.
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<PAGE>
11. Representations, Warranties and Agreements of the Subadviser. The
Subadviser represents, warrants and agrees that:
A. It is registered as an "investment adviser" under the Investment
Advisers Act of 1940 ("Advisers Act").
B. It will maintain, keep current and preserve on behalf of the Trust, in
the manner required or permitted by the Act and the Rules thereunder,
the records identified in Schedule D (as amended from time to time).
The Subadviser agrees that such records are the property of the Trust,
and will be surrendered to the Trust or to the Adviser as agent of the
Trust promptly upon request of either.
C. It has a written code of ethics complying with the requirements of Rule
17j-l under the Act and will provide the Adviser with a copy of the
code of ethics and evidence of its adoption. Subadviser acknowledges
receipt of the written code of ethics adopted by and on behalf of the
Trust (the "Code of Ethics"). Within 10 days of the end of each
calendar quarter while this Agreement is in effect, a duly authorized
compliance officer of the Subadviser shall certify to the Trust and to
the Adviser that the Subadviser has complied with the requirements of
Rule 17j-l during the previous calendar quarter and that there has been
no violation of its code of ethics, or the Code of Ethics, or if such a
violation has occurred, that appropriate action was taken in response
to such violation. The Subadviser shall permit the Trust and Adviser to
examine the reports required to be made by the Subadviser under Rule
17j-l(c)(1) and this subparagraph.
D. Reference is hereby made to the Declaration of Trust dated December 4,
1995, establishing the Trust, a copy of which has been filed with the
Secretary of the Commonwealth of Massachusetts and elsewhere as
required by law, and to any and all amendments thereto so filed or
hereafter so filed with the Secretary of the Commonwealth of
Massachusetts and elsewhere as required by law. The name Phoenix Duff &
Phelps Institutional Mutual Funds refers to the Trustees under said
Declaration of Trust, as Trustees and not personally, and no Trustee,
shareholder, officer, agent or employee of the Trust shall be held to
any personal liability in connection with the affairs of the Trust;
only the trust estate under said Declaration of Trust is liable.
Without limiting the generality of the foregoing, neither the
Subadviser nor any of its officers, directors, partners, shareholders
or employees shall, under any circumstances, have recourse or cause or
willingly permit recourse to be had directly or indirectly to any
personal, statutory, or other liability of any shareholder, Trustee,
officer, agent or employee
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of the Trust or of any successor of the Trust, whether such liability
now exists or is hereafter incurred for claims against the trust
estate.
12. Amendment. This Agreement may be amended at any time, but only by written
agreement between the Subadviser and the Adviser, which amendment, other
than amendments to Schedules B and D, is subject to the approval of the
Trustees and the Shareholders of the Trust as and to the extent required by
the Act.
13. Effective Date; Term. This Agreement shall become effective on the date set
forth on the first page of this Agreement. Unless terminated as hereinafter
provided, this Agreement shall remain in full force and effect until
December 31, 1999, and thereafter only so long as its continuance has been
specifically approved at least annually by the Trustees in accordance with
Section 15(a) of the Act, and by the majority vote of the disinterested
Trustees in accordance with the requirements of Section 15(c) thereof.
14. Termination. This Agreement may be terminated by either party, without
penalty, immediately upon written notice to the other party in the event of
a breach of any provision thereof by the party so notified, or otherwise,
upon sixty (60) days' written notice to the other party, but any such
termination shall not affect the status, obligations or liabilities of
either party hereto to the other party.
15. Applicable Law. To the extent that state law is not preempted by the
provisions of any law of the United States heretofore or hereafter enacted,
as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the
Commonwealth of Massachusetts.
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<PAGE>
16. Severability. If any term or condition of this Agreement shall be invalid
or unenforceable to any extent or in any application, then the remainder of
this Agreement shall not be affected thereby, and each and every term and
condition of this Agreement shall be valid and enforced to the fullest
extent permitted by law.
PHOENIX INVESTMENT COUNSEL, INC.
By:______________________
Michael E. Haylon
President
ACCEPTED:
SENECA CAPITAL MANAGEMENT LLC
By:____________________________
Sandra J. Westhoff
Chief Operating Officer
SCHEDULES: A. Subadviser Functions
B. Operational Procedures
C. Fee Schedule
D. Record Keeping Requirements
7
<PAGE>
SCHEDULE A
----------
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the Portfolio
assets, the Subadviser shall provide, at its own expense:
(a) An investment program for the Portfolio consistent with its investment
objectives based upon the development, review and adjustment of
buy/sell strategies approved from time to time by the Board of Trustees
and Adviser;
(b) Implementation of the investment program for the Portfolio based upon
the foregoing criteria;
(c) Quarterly reports, in form and substance acceptable to the Adviser,
with respect to: i) compliance with the Code of Ethics and the
Subadviser's code of ethics; ii) compliance with procedures adopted
from time to time by the Trustees of the Trust relative to securities
eligible for resale under Rule 144A under the Securities Act of 1933,
as amended; iii) diversification of Portfolio assets in accordance with
the then prevailing prospectus and statement of additional information
pertaining to the Portfolio and governing laws; iv) compliance with
governing restrictions relating to the fair valuation of securities for
which market quotations are not readily available or considered
"illiquid" for the purposes of complying with the Portfolio limitation
on acquisition of illiquid securities; v) any and all other reports
reasonably requested in accordance with or described in this Agreement;
and, vi) the implementation of the Portfolio investment program,
including, without limitation, analysis of Portfolio performance;
(d) Attendance by appropriate representatives of the Subadviser at meetings
requested by the Adviser or Trustees at such time(s) and location(s) as
reasonably requested by the Adviser or Trustees; and
(e) Participation, overall assistance and support in marketing the
Portfolio, including, without limitation, meetings with pension fund
representatives, broker/dealers who have a sales agreement with Phoenix
Equity Planning Corporation, and other parties requested by the
Adviser.
8
<PAGE>
SCHEDULE B
----------
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of
information to be supplied to State Street Bank and Trust Company (the
"Custodian"), the custodian for the Trust.
The Subadviser must furnish the Custodian with daily information as to executed
trades, or, if no trades are executed, with a report to that effect, no later
than 5 p.m. (Eastern Standard time) on the day of the trade (confirmation
received from broker). The necessary information can be sent via facsimile
machine to the Custodian. Information provided to the Custodian shall include
the following:
1. Purchase or sale;
2. Security name;
3. CUSIP number (if applicable);
4. Number of shares and sales price per share;
5. Executing broker;
6. Settlement agent;
7. Trade date;
8. Settlement date;
9. Aggregate commission or if a net trade;
10. Interest purchased or sold from interest bearing security;
11. Other fees;
12. Net proceeds of the transaction;
13. Exchange where trade was executed; and
14. Identified tax lot (if applicable).
When opening accounts with brokers for, and in the name of, the Trust, the
account must be a cash account. No margin accounts are to be maintained in the
name of the Trust. Delivery instructions are as specified by the Custodian. The
Custodian will supply the Subadviser daily with a cash availability report. This
will normally be done by telex so that the Subadviser will know the amount
available for investment purposes.
9
<PAGE>
SCHEDULE C
----------
SUBADVISORY FEE
For services provided to the Trust pursuant to paragraph 3 hereof, the
Adviser will pay to the Subadviser, on or before the 10th day of each month, a
fee, payable in arrears, at the annual rate of 0.10% of the average daily net
assets of the Phoenix Duff & Phelps Institutional Growth Stock Portfolio up to
$67.8 million, 0.30% of such value between $67.8 million and $1 billion and
0.275% of such value in excess of $1 billion. The fees shall be prorated for any
month during which this agreement is in effect for only a portion of the month.
In computing the fee to be paid to the Subadviser, the net asset value of the
Trust and each Portfolio shall be valued as set forth in the then current
registration statement of the Trust.
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SCHEDULE D
----------
RECORDS TO BE MAINTAINED BY THE SUBADVISER
1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other series
purchases and sales, given by the Subadviser on behalf of the Trust for, or
in connection with, the purchase or sale of securities, whether executed or
unexecuted. Such records shall include:
A. The name of the broker;
B. The terms and conditions of the order and of any
modifications or cancellations thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on
behalf of the Trust.
2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten
(10) days after the end of the quarter, showing specifically the basis or
bases upon which the allocation of orders for the purchase and sale of
series securities to named broker or dealers was effected, and the division
of brokerage commissions or other compensation on such purchase and sale
orders. Such record:
A. Shall include the consideration given to:
(i) The sale of shares of the Trust by brokers or dealers.
(ii) The supplying of services or benefits by brokers or dealers to:
(a) The Trust,
(b) The Adviser (Phoenix Investment Counsel, Inc.)
(c) The Subadviser, and
(d) Any person other than the foregoing.
(iii) Any other consideration other than the technical qualifications
of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
C. Shall describe in detail the application of any general or specific
formula or other determinant used in arriving at such allocation of
purchase and sale orders and such division of brokerage commissions or
other compensation.
D. The name of the person responsible for making the determination of such
allocation and such division of brokerage commissions or other
compensation.
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3. (Rule 3la-(b)(10)) A record in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the
purchase or sale of series securities. Where an authorization is made by a
committee or group, a record shall be kept of the names of its members who
participate in the authorization. There shall be retained as part of this
record: any memorandum, recommendation or instruction supporting or
authorizing the purchase or sale of series securities and such other
information as is appropriate to support the authorization.
4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to
be maintained by registered investment advisers by rule adopted under
Section 204 of the Investment Advisers Act of 1940, to the extent such
records are necessary or appropriate to record the Subadviser's
transactions for the Trust.
- ----------
* Such information might include: current financial information, annual and
quarterly reports, press releases, reports by analysts and from brokerage
firms (including their recommendation; i.e., buy, sell, hold) or any internal
reports or subadviser review.
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PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
AUGUST 6, 1999
PROXY
The undersigned shareholder of Phoenix Duff & Phelps Institutional Mutual
Funds (the "Trust"), revoking any and all previous proxies heretofore given for
shares of the Trust held by the undersigned, hereby constitutes and appoints
Philip R. McLoughlin and Nancy J. Engberg, and each of them, proxies and
attorneys of the undersigned, with power of substitution to each, for and in the
name of the undersigned to vote and act upon all matters (unless and except as
expressly limited below) at the Special Meeting of Shareholders of the Trust to
be held on August 6, 1999 at the offices of the Trust, 101 Munson Street,
Greenfield, Massachusetts, and at any and all adjournments thereof, with respect
to all shares of the Trust for which the undersigned is entitled to provide
instructions or with respect to which the undersigned would be entitled to
provide instructions or act, with all the powers the undersigned would possess
if personally present and to vote with respect to specific matters as set forth
below.
TO AVOID THE EXPENSE OF ADJOURNING THE MEETING TO A SUBSEQUENT DATE, PLEASE
RETURN THIS PROXY IN THE ENCLOSED SELF-ADDRESSED, POSTAGE-PAID ENVELOPE.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER AS DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. UNLESS OTHERWISE SPECIFIED IN THE SQUARES
PROVIDED, THE UNDERSIGNED'S VOTE WILL BE CAST "FOR" EACH PROPOSAL. IF NO
DIRECTION IS MADE FOR ANY PROPOSALS, THIS PROXY WILL BE VOTED "FOR" ANY AND ALL
SUCH PROPOSALS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST
WHICH RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS
<PAGE>
|X| Please mark votes as in this Example.
- -------------------------------------------
PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
- -------------------------------------------
TO BE VOTED UPON BY SHAREHOLDERS OF PHOENIX DUFF &
PHELPS INSTITUTIONAL GROWTH STOCK PORTFOLIO ONLY:
PROPOSAL 1.
TO APPROVE A SUBADVISORY AGREEMENT WITH
SENECA CAPITAL MANAGEMENT LLC.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
------------------------
Please be sure to sign and date this Proxy. Date
- -------------------------------------------------------------------------------
Shareholder sign here Co-owner sign here
- -------------------------------------------------------------------------------
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER. WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF SHAREHOLDERS.
RECORD DATE SHARES:
