SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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)
Pamela S. Sinofsky
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:
<PAGE>
PHOENIX INVESTMENT COUNSEL, INC. 56 Prospect Street Toll Free 800 814-1897
PO Box 150480
Hartford, CT 06115-0480
[GRAPHIC OMITTED]
August 25, 2000
Dear Shareholder:
We are pleased to enclose the proxy statement for the October 12, 2000
special shareholders meeting of your Portfolio. Please take the time to read the
proxy statement and cast your vote, because the changes are important to you as
a shareholder.
We are asking shareholders to approve a tax-free reorganization of your
Portfolio into a series of a Delaware business trust. This is part of our effort
to integrate all of our mutual funds by adopting a single business form,
domicile, form of charter and fundamental investment restrictions. The
reorganization will not change your Portfolio's name, investment objective,
investment adviser or portfolio manager, and the value of your investment
immediately after the reorganization will be the same as it was immediately
before the reorganization.
Your Board of Trustees believes that the proposed reorganization is in the
best interests of shareholders and has unanimously recommended that shareholders
of the Portfolio vote for the reorganization and for the other matters
identified in the proxy statement and proxy. Should you have any questions,
please feel free to call us at 1(800) 814-1897. We will be happy to answer any
questions you may have.
I URGE EACH SHAREHOLDER TO PROMPTLY MARK, SIGN AND RETURN THE ENCLOSED
PROXY.
Sincerely,
/s/ Philip R. McLoughlin
Philip R. McLoughlin
President
This letter has been prepared solely for the information of existing
shareholders. This letter is not authorized for distribution
to prospective investors.
Mutual funds distributed by Phoenix Equity Planning Corporation.
<PAGE>
PHOENIX DUFF & PHELPS INSTITUTIONAL GROWTH STOCK PORTFOLIO
PHOENIX DUFF & PHELPS INSTITUTIONAL MANAGED BOND PORTFOLIO
EACH A SERIES OF
PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
1 (800) 243-1574
--------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 12, 2000
--------------------
To the Shareholders:
Phoenix Duff & Phelps Institutional Mutual Funds, a Massachusetts business
trust (the "Fund"), will hold a special meeting of shareholders of Phoenix Duff
& Phelps Institutional Growth Stock Portfolio and Phoenix Duff & Phelps
Institutional Managed Bond Portfolio (collectively, the "Portfolios," and each
individually, a "Portfolio") at the offices of the Fund, 101 Munson Street,
Greenfield, Massachusetts 01301 on October 12, 2000 at 2:00 p.m., local time,
for the following purposes:
(1) To consider and act upon a proposal to approve an Agreement and Plan
of Reorganization which provides for the reorganization of the Fund
into a Delaware business trust.
(2) To consider and act upon any other business as may properly come
before the meeting and any adjournments thereof.
You are entitled to vote at the meeting and any adjournment(s) if you owned
shares of either of the Portfolios at the close of business on August 14, 2000.
Whether or not you plan to attend the meeting in person, please vote your
shares. As a convenience to our shareholders, you may now vote in any one of the
following ways:
o By telephone, with a toll-free call to the number listed on the
enclosed proxy card and following recorded instructions;
o By mail, with the enclosed proxy card and postage-paid envelope;
or
o In person at the meeting.
We encourage you to vote by telephone, using the control number that
appears on your enclosed proxy card. Use of telephone voting will reduce the
time and costs associated with this proxy solicitation. Whichever method you
choose, please read the enclosed proxy statement carefully before you vote.
PLEASE RESPOND - WE ASK THAT YOU VOTE PROMPTLY IN ORDER TO
AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION. YOUR
VOTE IS IMPORTANT.
By Order of the Board of Trustees
of Phoenix Duff & Phelps Institutional Mutual Funds,
G. JEFFREY BOHNE
Secretary
<PAGE>
PHOENIX DUFF & PHELPS INSTITUTIONAL GROWTH STOCK PORTFOLIO
PHOENIX DUFF & PHELPS INSTITUTIONAL MANAGED BOND PORTFOLIO
EACH A SERIES OF
PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
--------------------
PROXY STATEMENT
--------------------
MEETING OF SHAREHOLDERS
This proxy statement is being furnished in connection with the solicitation
by the Board of Trustees of Phoenix Duff & Phelps Institutional Mutual Funds
(the "Fund") of proxies to be used at a meeting of the shareholders of Phoenix
Duff & Phelps Institutional Growth Stock Portfolio and Phoenix Duff & Phelps
Institutional Managed Bond Portfolio (collectively, the "Portfolios," and each
individually, a "Portfolio") and at any adjournment(s) thereof.
The purpose of the meeting is to consider a plan to reorganize the Fund
from a Massachusetts business trust into a new Delaware business trust (the
"Delaware Trust"). In the reorganization, each of the Portfolios will become a
series of the Delaware Trust. To accomplish the reorganization, the Delaware
Trust has been formed and new series (the "New Portfolios") will be established
as series of the Delaware Trust. Each New Portfolio will have the same classes
of shares as the classes of the corresponding existing Portfolio. A form of the
Agreement and Plan of Reorganization is attached as Appendix A.
The reorganization will not change the names, investment objective or
principal investment strategy, investment adviser, independent accountants, or
fiscal year of any of the Portfolios. Each shareholder will own the same number
of shares of the New Portfolio immediately after the reorganization as the
number of Portfolio shares owned by the shareholder on the closing of the
reorganization. The New Portfolio will offer the same shareholder services as
the Portfolio.
This Proxy Statement and the enclosed form of proxy are first being mailed
to shareholders on or about August 25, 2000.
VOTING INFORMATION
Shareholders of record of the Portfolios at the close of business on August
14, 2000 will be entitled to vote at the meeting or at any adjournments thereof.
As of the record date, there were issued and outstanding __________ shares of
Phoenix Duff & Phelps Institutional Growth Stock Portfolio and __________ shares
of Phoenix Duff & Phelps Institutional Managed Bond Portfolio.
Shareholders are entitled to one vote for each share held and a
proportionate vote for each fractional share held. Shareholders of each
Portfolio will vote separately on the reorganization proposal. The holders of a
majority of the outstanding shares of each Portfolio entitled to vote shall
constitute a quorum for the meeting for that Portfolio, but any lesser number
shall be sufficient for adjournments. A quorum being present, the approval of
the reorganization proposal requires the vote of a majority of the shares of the
Portfolio entitled to vote. The reorganization will not take place unless each
Portfolio of the Fund separately approves the reorganization proposal. If the
reorganization is not approved by all of the Portfolios of the Fund, the Fund
will continue as a Massachusetts business trust and the Board of Trustees of the
Fund may consider other alternatives that it views as being in the best
interests of the shareholders of the Portfolios.
For purposes of determining the presence of a quorum for transacting
business at the meeting and for determining whether sufficient votes have been
received for approval of the proposal to be acted upon at the meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present at the meeting, but which have not been
voted. For this reason, abstentions and broker non-votes will assist a Portfolio
in obtaining a quorum, but both have the practical effect of a "no" vote for
purposes of obtaining the requisite vote for approval of the proposal.
<PAGE>
If either (a) a quorum is not present at the meeting or (b) a quorum is
present but sufficient votes in favor of the proposal have not been obtained,
then the persons named as proxies may propose one or more adjournments of the
meeting without further notice to shareholders to permit further solicitation of
proxies provided such persons determine, after consideration of all relevant
factors, including the nature of the proposal, the percentage of votes then
cast, the percentage of negative votes then cast, the nature of the proposed
solicitation activities and the nature of the reasons for such further
solicitation, that an adjournment and additional solicitation is reasonable and
in the interests of shareholders. The persons named as proxies will vote those
proxies that such persons are required to vote FOR the proposal in favor of such
an adjournment and will vote those proxies required to be voted AGAINST the
reorganization proposal against such adjournment.
If the meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting at which the adjournment is taken, unless a new
record date of the adjourned meeting is fixed. At any adjourned meeting, the
Fund may transact any business which might have been transacted at the original
meeting.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with the shareholder's direction, as indicated thereon, if the proxy
card is received and is properly executed. If the shareholder properly executes
a proxy and gives no voting instructions with respect to the reorganization
proposal, the shares will be voted in favor of the reorganization proposal. The
proxies, in their discretion, may vote upon such other matters as may properly
come before the meeting. The Board of Trustees of the Fund is not aware of any
other matters to come before the meeting.
REVOCATION OF PROXIES
Any shareholder who has given a proxy has the right to revoke the proxy any
time prior to its exercise
o by written notice of the proxy's revocation to the Secretary of the
Fund at the above address prior to the meeting;
o by the subsequent execution and return of another proxy prior to the
meeting;
o by submitting a subsequent telephone vote; or
o by being present and voting in person at the meeting and giving
oral notice of revocation to the Chairman of the meeting.
SOLICITATION OF PROXIES
In addition to the solicitation of proxies by mail, officers and employees
of Phoenix Investment Partners, Ltd. or its affiliates, may solicit proxies
personally or by telephone or telegram. The Fund may also use one or more proxy
solicitation firms to assist with the mailing and tabulation effort and any
special personal solicitation of proxies. Banks, brokers, fiduciaries and
nominees will, upon request, be reimbursed by the Portfolios for their
reasonable expenses in sending proxy material to beneficial owners of shares of
the Portfolios. Solicitation costs that are directly attributable to a
particular Phoenix mutual fund will be borne by that mutual fund. All other
solicitation expenses will be allocated pro rata based on the number of
shareholder accounts of each Phoenix mutual fund. D.F. King and Co., Inc., a
proxy solicitation firm, has been engaged by the Fund to act as solicitor and
will receive fees estimated at $_____, plus reimbursement of out-of-pocket
expenses.
If a shareholder wishes to participate in the meeting, but does not wish to
authorize the execution of a proxy by telephone, the shareholder may still
submit the proxy form included with this proxy statement or attend the meeting
in person.
SHARES OWNED BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of July 25, 2000 with respect
to each person who owns of record or is known by the Fund to own of record or
beneficially own 5% or more of any class of any of the Portfolios:
<TABLE>
<CAPTION>
NAME OF SHAREHOLDER PORTFOLIO AND CLASS PERCENTAGE OF THE CLASS NUMBER OF SHARES
------------------- ------------------- ----------------------- ----------------
<S> <C> <C> <C>
Howard Miller Clock Co. TTEE Growth Stock Class X 27.180 323,554.081
Howard Miller/Hekman Defined
Benefit Pension Plan
860 E Main Avenue
Zeeland, MI 49464-1300
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Kenneth H. Huntoon Growth Stock Class X 5.490 65,327.814
Deborah A. Schoultz
James M. Aiken TTEES
Fibre-Metal Products Co. psp
P.O. Box 248
Concordville, PA 19221-0248
KCB Services & Company Growth Stock Class X 5.960 70,967.038
Grand Haven Brass Foundry Division of
JSJ Corp. Bargaining Empl. Pension Pl.
C/O Quads Trust Company
P.O. Box 4310
Frederick, MD 21705-4310
Joseph L. Romain Growth Stock Class X 8.270 98,494.719
Nancy G. Atkinson TTEE
Romain Management Investment &
Insurance Inc. Target Ben Pen Plan
18141 West 13 Mile Road Ste. A-2
Southfield, MI 48076-1113
Bernhard Klingenberg Growth Stock Class X 5.070 60,410.946
Ronald J. Steenken TTEEs
Willett Hoffmann & Associates
Pension Plan
809 East 2nd Street
Dixon, IL 61021-3275
KCB Services & Company Growth Stock Class X 9.400 111,858.974
FBO Elizabeth Carbide Die Co., Inc.
C/O Quads Trust Company
P.O. Box 4310
Frederick, MD 21705-4310
KCB Services & Company Growth Stock Class Y 37.280 235,773.455
FOB St. Joseph Hospital
Employees Pension Plan
C/O Quads Trust Company
P.O. Box 4310
Frederick, MD 21705-4310
Ralph A. Toran or Growth Stock Class Y 8.620 54,513.143
Bryan E. Carlson TTEE
Mount IDA College Retirement Plan
U/A/D 10/1/63
777 Dedham Street
Newton Centre, MA 02459-3323
N. Charles Tomas TTE Growth Stock Class Y 43.740 276,650.675
Christian Methodist Episcopal
Church Ret Plan & Trust DTD 1/1/70
P.O. Box 74
Memphis, TN 38101-0074
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Charles Quimby Eric K. Whinston TTES Managed Bond Class X 9.960 335,192.824
Re-Solve Stie Tr Fund DTD 6/28/89
C/O Mintz Levin Cohn Ferris Glovsky
& Popeo PC Attn: Michael P. Last
One Financial Center
Boston, MA 02111-2621
Sharon P. Saganey TTEE Managed Bond Class X 6.760 227,407.289
Painters & Allied Trades District
Counsel No. 35 Pension Fund
Defined Benefit Plan
25 Colgate Road, Ste. 204
Roslindale, MA 02131-1123
Fleet National Bank TTEE Managed Bond Class X 5.140 172,921.654
FBO Conn Children's Medical Center
Attn: A/C 0006376910
P.O. Box 92800
Rochester, NY 14692-8900
Henry Katz Chairman Managed Bond Class X 9.320 313,644.474
Investment Committee
Children's Fund of Connecticut, Inc.
20 Meadow Crossing
Simsbury, CT 06070-1007
Sharon P. Saganey TTEE Managed Bond Class X 9.060 304,827.408
Painters & Allied Trades District
Counsel No. 35 Health Fund
Defined Benefit Plan
25 Colgate Road, Ste. 204
Roslindale, MA 02131-1123
Glenn D. Shaffer TTE Managed Bond Class X 5.200 175,014.569
Plumbers & Pipefitters Local
Union No. 9 Pension Fund
I E Shaffer & Co
P.O. Box 1028, 830 Bear Tavern Road
West Trenton, NJ 08628-0230
Glenn D. Shaffer TTEE Managed Bond Class X 8.780 295,601.362
Plumbers & Pipefitters Local
Union No. 9 Pension Fund
I E Shaffer & Co
P.O. Box 1028, 830 Bear Tavern Road
West Trenton, NJ 08628-0230
Phoenix Charter Oak Trust Co. Managed Bond Class X 7.160 240,986.017
38 Prospect Street
Hartford, CT 06103-2814
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
John F. McLellan TTEE Managed Bond Class X 10.460 351,982.349
Plymouth County Contributory
Retirement System
11 South Russell Street
Plymouth, MA 02360-3909
First Union National Bank Invest Managed Bond Class X 5.390 181,322.904
Counsel for Plumbers Local 690
A/C #1546001698 CMG NC1151
1525 West WT Harris Blvd.
Charlotte, NC 28262-8522
KCB Services & Company Managed Bond Class Y 37.220 76,783.968
FBO St. Joseph Hospital
Employees Pension Plan
C/O Quads Trust Company
P.O. Box 4310
Frederick, MD 21705-4310
N. Charles Thomas TTEE Managed Bond Class Y 56.920 117,406.090
Christian Methodist Episcopal
Church Ret. Plan & Trust DTD 1/1/70
P.O. Box 74
Memphis, TN 38101-0074
</TABLE>
On _____ __, 2000, the Trustees and officers as a group owned beneficially
less than one percent of the Fund's outstanding shares.
A COPY OF THE FUND'S MOST RECENT ANNUAL AND SEMIANNUAL REPORTS 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) 814-1897.
REASONS FOR THE PROPOSED REORGANIZATION
The reorganization is among a series of proposed transactions in which
mutual funds managed by Phoenix Investment Counsel, Inc. ("Phoenix") and its
affiliates (the "Phoenix Funds") would be reorganized as series of newly created
Delaware business trusts. Each such trust would have a substantially similar
trust instrument and common fundamental investment restrictions. Because many of
these funds began operations outside of the Phoenix organization, they have a
variety of different domiciles, business forms, charter provisions and
fundamental investment restrictions. Management believes that further
integrating all of the Phoenix Funds by adopting a single business form,
domicile, form of trust instrument and fundamental investment restrictions
offers the opportunity for operational efficiencies that will benefit all
shareholders.
In recent years, many mutual funds have reorganized as Delaware business
trusts. The Trustees believe that the proposed Delaware business trust form
provides the most flexible and cost efficient method of providing different
investment vehicles to present and prospective shareholders. Phoenix believes
that the use of a common form of organization will help in the administration of
the Portfolios. Delaware law offers a mutual fund certain advantages compared
with Massachusetts law. Delaware law provides that the shareholders and trustees
of a Delaware business trust are not liable for obligations of the trust. Under
Massachusetts law, shareholders and trustees are potentially liable for trust
obligations. Although the risk of this liability is remote, the Trustees have
determined that Delaware law should afford greater protection against potential
shareholder and trustee liability. Similarly, Delaware law provides that no
series of a Delaware business trust is liable for the debts of another series.
This is another potential, although remote, risk in the case of a Massachusetts
business trust.
It is anticipated that under the Delaware trust instrument, the Delaware
Trust will be required to have fewer shareholder meetings, potentially further
reducing costs. Delaware law affords to the Trustees the ability to adapt the
Delaware Trust to future contingencies; for example, the Trustees have the power
to amend the Delaware trust instrument,
5
<PAGE>
merge or consolidate the New Portfolios with another entity and to change the
Delaware Trust's domicile, in each case without a shareholder vote. Any exercise
of this authority by the Trustees will be subject to applicable federal law.
Although the Trustees will have the authority to take these actions in the
future without a shareholder vote, they are not required to do so, and may
determine that it is appropriate to submit one or more of these actions to the
shareholders for approval. This flexibility should help to assure that the
Delaware Trust always operates under the most advanced form of organization, and
is intended to reduce the expense and frequency of future shareholder meetings
for non-investment-related operational issues. For a more detailed comparison of
the Fund's current Massachusetts trust instrument and the proposed Delaware
trust instrument, see "Certain Comparative Information about the Fund and the
Delaware Trust" on page __.
Each of the New Portfolios has identical fundamental investment
restrictions, which are expected to become standard for all of the Phoenix
Funds. These restrictions differ in certain respects from those of the existing
Portfolios. Phoenix believes that increased standardization of fundamental
investment restrictions will help to promote operational efficiencies and
facilitate monitoring of compliance with the restrictions. Phoenix does not
presently anticipate that the use of different investment restrictions will have
any material impact on the investment techniques employed by the New Portfolios.
For a more detailed comparison of the current and proposed fundamental
investment restrictions, see "Comparative Investment Restrictions" on page __.
THE AGREEMENT AND PLAN OF REORGANIZATION
The reorganization consists of several steps that will occur on the closing
date following shareholder approval. First, each of the Portfolios will transfer
all of its assets to a corresponding New Portfolio in exchange solely for all of
the shares of such New Portfolio. The New Portfolio will also assume all of the
liabilities of the Portfolio. Immediately thereafter, each Portfolio will
liquidate and distribute shares of the corresponding New Portfolio to its
shareholders in exchange for their shares of that Portfolio. This will be
accomplished by opening an account on the books of the corresponding New
Portfolio in the name of each shareholder of record of the Portfolio and by
crediting to each account the shares due in the reorganization. Every
shareholder will own the same number of shares of the corresponding class of the
New Portfolio as the number of Portfolio shares held by the shareholder in each
class of the Portfolio immediately before the reorganization.
The reorganization is subject to a number of conditions set forth in the
reorganization agreement. Certain of these conditions may be waived by the Board
of Trustees. The significant conditions which may not be waived include: (a) the
receipt by the Fund and the Delaware Trust of opinions of counsel as to certain
federal income tax aspects of the reorganization and (b) the approval of the
reorganization agreement by the shareholders of all of the Portfolios of the
Fund. The reorganization agreement may be terminated and the reorganization
abandoned at any time, before or after approval by the shareholders of the
Portfolios prior to the closing date, by the Board of Trustees. In addition, the
reorganization agreement may be amended by the Board of Trustees. However, the
reorganization agreement may not be amended subsequent to the shareholder's
meeting in a manner that would change the method for determining the number of
shares to be issued to shareholders of the existing Portfolios without
shareholder approval.
The closing of the reorganization is scheduled to occur on the second
Friday after the conditions to closing set forth in the reorganization agreement
are satisfied or waived. Phoenix currently anticipates that the closing will
occur on or about October 27, 2000.
The reorganization agreement authorizes each Portfolio, as the sole
shareholder of the corresponding New Portfolio prior to the distribution of
shares of the New Portfolio to Portfolio shareholders, to:
o elect trustees of the Delaware Trust;
o approve an investment management agreement with Phoenix;
o with respect to the Phoenix Duff & Phelps Institutional Growth Stock
Portfolio, approve an investment subadvisory agreement with Seneca
Capital Management LLC; and
o ratify the selection of PricewaterhouseCoopers LLP as the independent
accountants for the New Portfolios.
As soon as practicable after the closing of the reorganization, the
Trustees intend to take all appropriate and necessary action to liquidate and
dissolve the Fund under the laws of the Commonwealth of Massachusetts.
THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND THAT THE
SHAREHOLDERS APPROVE THE PLAN OF REORGANIZATION.
6
<PAGE>
MANAGEMENT AND OTHER SERVICE PROVIDERS
Phoenix, the current adviser of the Portfolios, will continue to serve as
investment adviser to the New Portfolios following the reorganization. Seneca
Capital Management LLC ("Seneca"), the current subadviser to the Phoenix Duff &
Phelps Institutional Growth Stock Portfolio, will continue to serve as
subadviser to the Phoenix Duff & Phelps Institutional Growth Stock Portfolio
following the reorganization.
The reorganization agreement authorizes each Portfolio, while it is the
sole shareholder of the corresponding New Portfolio, to approve a new advisory
agreement with Phoenix, and, with respect to Phoenix Duff & Phelps Institutional
Growth Stock Portfolio, a new investment subadvisory agreement with Seneca, that
are substantially identical to the current agreements. The rate of advisory fees
payable to the adviser and subadviser under the new advisory and investment
subadvisory agreements with respect to each New Portfolio will be the same as
under the current agreements.
Phoenix acts as the investment adviser for 14 fund companies totaling 37
mutual funds, as subadviser to two fund companies totaling three mutual funds,
and as adviser to institutional clients. Phoenix has acted as an investment
adviser for over sixty years. As of December 31, 1999, Phoenix had approximately
$25.7 billion in assets under management.
All of the outstanding stock of Phoenix is owned by Phoenix Equity Planning
Corporation ("Equity Planning" or "Distributor"), a subsidiary of Phoenix
Investment Partners, Ltd. ("PXP"). PXP is a New York Stock Exchange traded
company that provides investment management and related services to
institutional investors, corporations and individuals through operating
subsidiaries. Phoenix Home Life Mutual Insurance Company of Hartford,
Connecticut is a majority shareholder of PXP.
As compensation for its services to the Phoenix Duff & Phelps Institutional
Growth Stock Portfolio, Phoenix receives a fee from the Portfolio, which is
accrued daily against the value of the Portfolio's net assets, equal to 0.60% of
the Portfolio's average daily net assets up to $1 billion and 0.55% of the
Portfolio's average daily net assets in excess of $1 billion. As compensation
for its services to the Phoenix Duff & Phelps Institutional Managed Bond
Portfolio, Phoenix receives a fee from the Portfolio, which is accrued daily
against the value of the Portfolio's net assets, equal to 0.45% of the
Portfolio's average daily net assets up to $1 billion and 0.40% of the
Portfolio's average daily net assets in excess of $1 billion.
The current advisory agreement with Phoenix was last approved by the Board
of Trustees on November 19, 1999. The advisory agreement may be terminated
without penalty at any time by a similar vote upon 60 days' notice or by the
adviser upon 60 days' written notice and will automatically terminate in the
event of its assignment as defined in Section 2(a)(4) of the Investment Company
Act of 1940, as amended (the "1940 Act"). For purposes of this proxy statement,
the "1940 Act" includes rules and regulations of the Securities and Exchange
Commission (the "SEC") issued under the Act.
Seneca acts as the subadviser to nine mutual funds and as adviser to
institutional clients. Seneca has acted as an investment adviser for over ten
years. As of December 31, 1999, Seneca had approximately $9.2 billion in assets
under management.
As compensation for its services to the Phoenix Duff & Phelps Institutional
Growth Stock Portfolio, Seneca receives a fee from Phoenix, which is accrued
daily against the value of the Portfolio's net assets equal to 0.10% of the
Portfolio's average daily net assets up to $67.8 million, 0.30% of the
Portfolio's average daily net assets from $67.8 million to $1 billion, and
0.275% of the Portfolio's average daily net assets in excess of $1 billion.
Seneca does not receive any fee from the Portfolio.
The current investment subadvisory agreement with Seneca with respect to
the Phoenix Duff & Phelps Institutional Growth Stock Portfolio was last approved
by the Board of Trustees on November 19, 1999. The investment subadvisory
agreement may be terminated without penalty at any time by a similar vote upon
60 days' notice or by the subadviser upon 60 days' written notice and will
automatically terminate in the event of its assignment as defined in Section
2(a)(4) of the 1940 Act.
PricewaterhouseCoopers LLP currently serves as each Portfolio's independent
accountants and will also serve as independent accountants for the New
Portfolios. The reorganization agreement authorizes each Portfolio, while it is
the sole shareholder of the corresponding New Portfolio, to ratify the selection
of PricewaterhouseCoopers LLP as the New Portfolio's independent accountants.
Chase Manhattan will continue to serve as custodian of the New Portfolio's
assets following the reorganization. Equity Planning will continue to serve as
transfer agent following the reorganization.
7
<PAGE>
FISCAL YEAR
Each of the Portfolios currently operates on a fiscal year ending December
31. Following the reorganization, the New Portfolios will also operate on a
fiscal year ending December 31.
INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGY
The investment objectives and principal investment strategy of each of the
New Portfolios will be identical to the investment objectives and principal
investment strategy of the corresponding Portfolio.
COMPARATIVE INVESTMENT RESTRICTIONS
Each of the Portfolios is currently subject to certain investment
restrictions that restrict the scope of its investments. As a result of the
reorganization, shareholders will hold an interest in a New Portfolio with
somewhat different investment restrictions than the Portfolio which they
currently own. The differences between the fundamental investment restrictions
applicable to the Portfolios and the fundamental investment restrictions
applicable to the New Portfolios include the following:
Diversification. The percentage limitations in the current diversification
restriction apply to all of each Portfolio's assets. The percentage limitations
applicable to each New Portfolio will apply to only 75% of the assets of the New
Portfolio. Consequently, 25% of each New Portfolio's assets are in a basket that
is excluded from the limitations. Furthermore, the current diversification
restriction provides that the 10% limitation on ownership of the outstanding
securities of any class of an issuer applies to all Portfolios in the aggregate.
The 10% limitation applicable to the New Portfolios will apply to securities
held by a single Portfolio. For these reasons, each new Portfolio will be
permitted to invest in a smaller number of issuers than such Portfolio is
currently permitted to invest in. The restrictions are based upon the definition
of a "diversified company" under the 1940 Act. If a New Portfolio were to invest
in a smaller number of issuers, the performance of a single issuer could have a
greater impact on such New Portfolios share price. Thus, the New Portfolios
could be exposed to increased volatility to the extent they invest in a smaller
number of issuers.
Concentration. Each Portfolio has an investment restriction which prohibits
the Portfolio from concentrating its investments, in any one industry. Under the
restriction applicable to each New Portfolio, the New Portfolio may not purchase
securities if, after giving effect to the purchase, more than 25% of its total
assets would be invested in the securities of one or more issuers conducting
their principal business activities in the same industry (excluding the U.S.
Government, its agencies or instrumentalities). The restriction applicable to
each New Portfolio is essentially identical to the Portfolio's restriction
because the SEC has taken the position that "concentration" means a fund has
invested more than 25% of its assets in any one industry.
Borrowing. The Portfolios may not borrow money for investment purposes
unless such borrowing is authorized by the Trustees prior to any public
distribution of the shares of such Portfolio or is authorized by the
Shareholders of such Portfolio thereafter. Each New Portfolio has greater
flexibility to borrow money in that the New Portfolios are not required to
obtain authorization from the Trustees or shareholders in order to borrow money.
Any borrowing would exaggerate the effect on a New Portfolio's net asset value
resulting from any increase or decrease in the market price of securities in
such New Portfolio's portfolio and, therefore, may increase the volatility of
the New Portfolios. Money borrowed will be subject to interest and other costs.
These costs may exceed the gain on securities purchased with borrowed funds.
Each New Portfolio's borrowing restrictions are based upon the limitations
currently imposed on mutual funds by the 1940 Act.
Senior Securities. Mutual funds are generally prohibited from issuing
"senior securities." The SEC staff has previously permitted mutual funds to
engage in certain trading activities, subject to certain limitations, that could
otherwise be viewed as senior securities. The restriction applicable to the New
Portfolios clarifies that the New Portfolios are allowed to engage in these
activities to the extent permitted by the SEC or the SEC staff. Since the New
Portfolios will have greater flexibility to issue senior securities, the New
Portfolios may be subject to additional costs and risks. For example, the costs
of engaging in trading activities which could be viewed as senior securities can
reduce a fund's total return. In addition, upon engaging in activities which
could be viewed as senior securities, a New Portfolio could experience increased
risks due to the effects of leveraging.
Underwriting. The investment restriction on underwriting clarifies that a
New Portfolio would not violate the restriction if it were deemed an underwriter
simply as a result of the sale of the New Portfolio's portfolio securities under
the 1933 Act or any other applicable law. Phoenix believes the restriction
applicable to the New Portfolios is substantially similar to the Fund's current
restriction.
8
<PAGE>
Real Estate. Under the Portfolios' current restriction, the Portfolios may
not make investments in real estate or real estate limited partnerships, except
for the purchase of securities of issuers that deal in real estate or the
purchase of securities which are secured by interests in real estate,
specifically, securities issued by real estate investment trusts. The proposed
restriction is substantially similar to the current restriction but would permit
the New Portfolios to acquire or lease office space for their own use, although
it is not anticipated that the New Portfolios will do so. The proposed
restriction would also permit the New Portfolios to hold and sell real estate
acquired as a result of the ownership of securities (for example, as the holder
of a bond in a company that had gone into bankruptcy). While Phoenix believes
this possibility is remote, this change would provide useful flexibility should
such an event occur.
Commodities. The current restriction permits the Portfolio to invest in
financial futures contracts and related options provided that the sum of the
initial margin deposits on such Portfolio's existing futures positions and the
premiums paid for related options do not exceed 2% of the Portfolio's total
assets. The restriction applicable to the New Portfolios permits them to
purchase and sell derivatives that have a value tied to the value of a financial
index, financial instrument or other asset. These derivatives include, for
example, options, futures contracts and options on futures contracts. The
restriction applicable to the New Portfolios does not impose percentage
limitations. However, the ability of the New Portfolios to engage in futures
contracts and options on futures remains subject to applicable rules of the
Commodity Futures Trading Commission ("CFTC"). Under current CFTC rules, the New
Portfolios would not be permitted to enter into a futures transaction if it
would cause the aggregate amount of initial margin deposit and related option
premiums for non-hedging purposes to exceed 5% of the value of its assets. While
the use of derivatives can guard against potential risks, it can eliminate some
opportunities for gains. The main risk with derivatives is that some types can
amplify a gain or loss, potentially earning or losing substantially more money
than the actual cost of the derivative. With some derivatives, whether used for
hedging or speculation, there is also the risk that the counterparty may fail to
honor its contract terms, causing a loss for the New Portfolios.
Lending. Under the current restriction on lending, a Portfolio is only
permitted to lend its portfolio securities up to 25% of the value of the total
assets of such Portfolio. The lending restriction applicable to the New
Portfolios does not contain any such percentage limitation. The staff of the SEC
currently limits loans of portfolio securities to one-third of a mutual fund's
assets, including any collateral received from the loan. If the SEC staff were
to provide greater flexibility to mutual funds to engage in securities lending
in the future, the New Portfolios would be able to take advantage of that
increased flexibility. The lending restriction applicable to the New Portfolios
would also permit each New Portfolio to participate in an interfund lending
program with other registered investment companies. The current restriction does
not allow for interfund lending. Phoenix does not currently intend to establish
an interfund lending program. The proposed restriction also does not contain a
percentage limitation regarding repurchase agreements.
Other Restrictions. Unlike the Portfolios, the New Portfolios do not have
fundamental investment restrictions relating to joint trades, pledging, short
sales, purchases of securities on margin, officer or trustee ownership of
securities, investments in warrants or rights, investments for the purpose of
exercising control or management, investments in oil, gas and other mineral
leases or investments in puts, calls and straddles. Phoenix believes these
restrictions were based on the requirements formerly imposed by state "blue sky"
regulations as a condition to registration. The state law requirements are no
longer applicable to mutual funds. Phoenix does not presently anticipate that
the elimination of these fundamental investment restrictions will have a
material impact on the investment techniques employed by the Portfolios.
The table below sets forth the existing fundamental investment restrictions
of the Portfolios and the new fundamental investment restrictions which will be
applicable to the New Portfolios if the shareholders approve the proposed
reorganization. Fundamental investment restrictions may be changed only upon
approval by the holders of a majority of the outstanding shares of the
Portfolio, as defined in the 1940 Act.
9
<PAGE>
<TABLE>
<CAPTION>
---------------------------------- ------------------------------------------- -------------------------------------------
SUBJECT MATTER OF PROPOSED RESTRICTION CURRENT RESTRICTION
RESTRICTION
---------------------------------- ------------------------------------------- -------------------------------------------
<S> <C> <C>
Diversification A Portfolio may not, with respect to 75% A Portfolio may not purchase securities
of its total assets, purchase securities of any issuer, other than obligations
of an issuer (other than the U.S. issued or guaranteed as to principal and
Government, its agencies, interest by the United States Government
instrumentalities or authorities or or its agencies or instrumentalities, if
repurchase agreements collateralized by immediately thereafter (i) more than 5%
U.S. Government securities and other of such Portfolio's total assets (taken
investment companies), if: (a) such at market value) would be invested in the
purchase would, at the time, cause more securities of such issuer or (ii) more
than 5% of the Portfolio's total assets than 10% of the outstanding securities of
taken at market value to be invested in any class of such issuer would be held by
the securities of such issuer; or (b) such Portfolio or by all Portfolios of
such purchase would at the time result in the Portfolio in the aggregate.
more than 10% of the outstanding voting
securities of such issuer being held by
the Portfolio.
---------------------------------- ------------------------------------------- -------------------------------------------
Industry Concentration A Portfolio may not purchase securities A Portfolio may not concentrate its
if, after giving effect to the purchase, portfolio investments in any one
more than 25% of its total assets would industry. To comply with this
be invested in the securities of one or restriction, no security may be purchased
more issuers conducting their principal for a Portfolio if such purchase would
business activities in the same industry cause the value of the aggregate
(excluding the U.S. Government, its investment of such Portfolio in any one
agencies or instrumentalities). industry to exceed 25% of that Portfolio's
total assets (taken at market value).
However, the Managed Bond Portfolio may
invest up to 80% of that Portfolio's total
assets in corporate debt securities.
Provided further, the foregoing
restrictions shall be inapplicable to
investments in tax-exempt securities issued
by governments or political subdivisions of
governments.
---------------------------------- ------------------------------------------- -------------------------------------------
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
---------------------------------- ------------------------------------------- -------------------------------------------
SUBJECT MATTER OF PROPOSED RESTRICTION CURRENT RESTRICTION
RESTRICTION
---------------------------------- ------------------------------------------- -------------------------------------------
<S> <C> <C>
Borrowing A Portfolio may not borrow money, except A Portfolio may not borrow money, except
(i) in amounts not to exceed one-third of that the Portfolio may (i) borrow money
the value of the Portfolio's total assets for any Portfolio for temporary
(including the amount borrowed) from administrative purposes provided that any
banks, and (ii) up to an additional 5% of such borrowing does not exceed 10% of the
its total assets from banks or other value of the total assets (taken at
lenders for temporary purposes. For market value) of such Portfolio and (ii)
purposes of this restriction, (a) borrow money for any Portfolio for
investment techniques such as margin investment purposes, provided that any
purchases, short sales, forward such borrowing for investment purposes
commitments, and roll transactions, (b) with respect to any such Portfolio is (a)
investments in instruments such as authorized by the Trustees prior to any
futures contracts, swaps, and options and public distribution of the shares of such
(c) short-term credits extended in Portfolio or is authorized by the
connection with trade clearance and shareholders of such Portfolio
settlement, shall not constitute thereafter, (b) is limited to 33-1/3% of
borrowing. the value of the total assets (taken at
market value) of such Portfolio, and (c)
is subject to an agreement by the lender
that any recourse is limited to the assets
of that Portfolio with respect to which the
borrowing has been made.
---------------------------------- ------------------------------------------- -------------------------------------------
Senior Securities A Portfolio may not issue "senior A Portfolio may not issue senior
securities" in contravention of the 1940 securities except to the extent that it
Act. Activities permitted by SEC is permitted to (a) borrow money from
exemptive orders or staff interpretations banks pursuant to the Portfolio's
shall not be deemed to be prohibited by investment restrictions regarding the
this restriction. borrowing of money, and (b) enter into
transactions involving forward foreign
currency contracts, foreign currency
futures contracts and options thereon as
described in its Statement of Additional
Information.
---------------------------------- ------------------------------------------- -------------------------------------------
Underwriting A Portfolio may not underwrite the A Portfolio may not act as securities
securities issued by other persons, underwriter, except as it technically may
except to the extent that, in connection be deemed to be an underwriter under the
with the disposition of portfolio Securities Act of 1933, as amended, in
securities, the Portfolio may be deemed selling a portfolio security.
to be an underwriter under applicable law.
---------------------------------- ------------------------------------------- -------------------------------------------
Real Estate A Portfolio may not purchase or sell real A Portfolio may not make investments in
estate, except that the Portfolio may (i) real estate or real estate limited
acquire or lease office space for its own partnerships, although the Portfolios may
use, (ii) invest in securities of issuers purchase securities of issuers which deal
that invest in real estate or interests in real estate and may purchase
therein, (iii) invest in mortgage-related securities which are secured by interests
securities and other securities that are in real estate, specifically, securities
secured by real estate or interests issued by real estate investment trusts.
therein, (iv) hold and sell real estate
acquired by the Portfolio as a result of
the ownership of securities.
---------------------------------- ------------------------------------------- -------------------------------------------
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
---------------------------------- ------------------------------------------- -------------------------------------------
SUBJECT MATTER OF PROPOSED RESTRICTION CURRENT RESTRICTION
RESTRICTION
---------------------------------- ------------------------------------------- -------------------------------------------
<S> <C> <C>
Commodities A Portfolio may not purchase or sell A Portfolio may not make investments in
commodities or commodity contracts, commodities or commodity contracts,
except the Portfolio may purchase and although (i) the Portfolios may purchase
sell derivatives (including, but not securities of issuers which deal in
limited to, options, futures contracts commodities and (ii) any Portfolio may
and options on futures contracts) whose engage in transactions in financial
value is tied to the value of a financial futures contracts and related options,
index or a financial instrument or other provided that the sum of the initial
asset (including, but not limited to, margin deposits on such Portfolio's
securities indexes, interest rates, existing futures positions and the
securities, currencies and physical premiums paid for related options would
commodities). not exceed in the aggregate 2% of such
Portfolio's total assets.
---------------------------------- ------------------------------------------- -------------------------------------------
Lending A Portfolio may not make loans, except A Portfolio may not make securities
that the Portfolio may (i) lend portfolio loans, except that the Portfolios may
securities, (ii) enter into repurchase make loans of the portfolio securities of
agreements, (iii) purchase all or a any such Portfolio, provided that the
portion of an issue of debt securities, market value of the securities subject to
bank loan participation interests, bank any such loans does not exceed 25% of the
certificates of deposit, bankers' value of the total assets (taken at
acceptances, debentures or other market value) of such Portfolio.
securities, whether or not the purchase
is made upon the original issuance of the A Portfolio may not make cash loans,
securities and (iv) participate in an except that the Portfolios may (i)
interfund lending program with other purchase bonds, notes, debentures or
registered investment companies. similar obligations which are customarily
purchased by institutional investors
whether publicly distributed or not, and
(ii) enter into repurchase agreements,
provided that no more than 15% of any
Portfolio's net assets (taken at market
value) may be subject to repurchase
agreements maturing in more than seven
days.
---------------------------------- ------------------------------------------- -------------------------------------------
Joint Trades None. A Portfolio may not participate in a
joint or joint and several trading
account in securities.
---------------------------------- ------------------------------------------- -------------------------------------------
Pledging None. A Portfolio may not pledge, mortgage or
hypothecate the assets of any Portfolio
to an extent greater than 10% of the
total assets (taken at market value) of
such Portfolio to secure borrowing made
pursuant to the investment restriction on
borrowing.
---------------------------------- ------------------------------------------- -------------------------------------------
Short Sales None. A Portfolio may not make short sales of
securities or maintain a short position.
---------------------------------- ------------------------------------------- -------------------------------------------
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
---------------------------------- ------------------------------------------- -------------------------------------------
SUBJECT MATTER OF PROPOSED RESTRICTION CURRENT RESTRICTION
RESTRICTION
---------------------------------- ------------------------------------------- -------------------------------------------
<S> <C> <C>
Margin None. A Portfolio may not purchase securities
on margin, but it may obtain short-term
credit as may be necessary for the
clearance of purchases and sales of
securities.
---------------------------------- ------------------------------------------- -------------------------------------------
Officer or Trustee Ownership of None. A Portfolio may not purchase or retain
Securities securities of any issuer if any officer
or Trustee of the Portfolio, or officer or
director of its Adviser, owns beneficially
more than 1/2 of 1% of the outstanding
securities or shares, or both, of such
issuer and all such persons owning more
than 1/2 of 1% of such securities or shares
together own beneficially more than 5% of
such securities or shares.
---------------------------------- ------------------------------------------- -------------------------------------------
Warrants or Rights None. A Portfolio may not invest more than 5%
of a Portfolio's net assets, valued at
the lower of cost or market, in warrants
or rights. Included within that amount,
but not to exceed 2% of the value of a
Portfolio's net assets, may be warrants
not listed on the New York or American
Stock Exchange.
---------------------------------- ------------------------------------------- -------------------------------------------
Control None. A Portfolio may not purchase securities
of companies for the purpose of
exercising management or control.
---------------------------------- ------------------------------------------- -------------------------------------------
Oil, Gas and other None. A Portfolio may not invest in oil, gas or
Mineral Leases other mineral leases, although the
Portfolios may purchase securities of
issuers which engage in whole or in part
in such activities.
---------------------------------- ------------------------------------------- -------------------------------------------
Puts, Calls and Straddles None. A Portfolio may not invest in puts,
calls, straddles and any combination
thereof.
---------------------------------- ------------------------------------------- -------------------------------------------
</TABLE>
FEDERAL INCOME TAX CONSEQUENCES
As a condition to the reorganization, the Fund will receive tax opinions
from its special counsel, Goodwin, Procter & Hoar LLP. The tax opinions will
provide that, subject to customary assumptions and representations, on the basis
of the existing provisions of the Internal Revenue Code (the "Code"), the
Treasury regulations promulgated thereunder and current administrative and
judicial interpretations thereof, for federal income tax purposes:
o the transfer of all of the assets of each Portfolio solely in exchange
for shares of the corresponding New Portfolio and the assumption by the
New Portfolio of all known liabilities of the Portfolio, and the
distribution of such shares to the shareholders of the Portfolio, will
constitute a "reorganization" within the meaning of Section 368(a) of
the Code; the New Portfolio and the Portfolio will each be a "party to
a reorganization" within the meaning of Section 368(b) of the Code;
o no gain or loss will be recognized by any Portfolio on the transfer of
the assets of the Portfolio to the corresponding New Portfolio in
exchange for New Portfolio shares and the assumption by the
corresponding New Portfolio of all known liabilities of the Portfolio
or upon the distribution of New Portfolio shares to the Portfolio
shareholders in exchange for their shares of the Portfolio;
13
<PAGE>
o the tax basis of each Portfolio's assets acquired by the corresponding
New Portfolio will be the same to the New Portfolio as the tax basis of
such assets to the Portfolio immediately prior to the reorganization,
and the holding period of the assets of each Portfolio in the hands of
the corresponding New Portfolio will include the period during which
those assets were held by the Portfolio;
o no gain or loss will be recognized by the corresponding New Portfolio
upon the receipt of the assets of each Portfolio solely in exchange for
the New Portfolio shares and the assumption by the New Portfolio of all
known liabilities of the Portfolio;
o no gain or loss will be recognized by shareholders of each Portfolio
upon the receipt of shares of the corresponding New Portfolio by such
shareholders, provided such shareholders receive solely New Portfolio
shares (including fractional shares) in exchange for their Portfolio
shares; and
o the aggregate tax basis of the corresponding New Portfolio shares,
including any fractional shares, received by each shareholder of each
Portfolio pursuant to the reorganization will be the same as the
aggregate tax basis of the Portfolio shares held by such shareholder
immediately prior to the reorganization, and the holding period of the
New Portfolio shares, including fractional shares, to be received by
each shareholder of a Portfolio will include the period during which
the Portfolio shares exchanged therefor were held by such shareholder
(provided that the Portfolio shares were held as a capital asset on the
date of the reorganization).
The Fund has not obtained an Internal Revenue Service ("IRS") private
letter ruling regarding the federal income tax consequences of the
reorganization, and the IRS is not bound by advice of counsel. If the transfer
of the assets of a Portfolio in exchange for corresponding New Portfolio shares,
the assumption by the New Portfolio of all known liabilities of such Portfolio,
and the distribution of such shares to the Portfolio, do not constitute a
"reorganization" within the meaning of Section 368(a) of the Code, each
Portfolio shareholder generally will recognize gain or loss equal to the
difference between the value of the corresponding New Portfolio shares such
shareholder acquires and the tax basis of such shareholder's Portfolio shares.
Shareholders of the Portfolios should consult their tax advisers regarding
the effect, if any, of the proposed reorganization in light of their individual
circumstances. Since the foregoing discussion relates only to the federal income
tax consequences of the reorganization, shareholders of the Portfolios should
also consult tax advisers as to state and local tax consequences, if any, of the
reorganization.
COMPARATIVE INFORMATION ON DISTRIBUTION ARRANGEMENTS
The distribution arrangements of each New Portfolio will be the same as
those of the corresponding Portfolio. Phoenix Duff & Phelps Institutional Growth
Stock Portfolio currently offers Class X and Class Y Shares. Phoenix Duff &
Phelps Institutional Managed Bond Portfolio currently offers Class X and Class Y
Shares. In the proposed reorganization, shareholders will receive the
corresponding class of shares of the corresponding New Portfolio in exchange for
their shares in each Portfolio. The reorganization will be effected at net asset
value.
Equity Planning serves as the distributor of shares for the Portfolios and
will also be the distributor of the New Portfolios. The Delaware Trust will
adopt a distribution plan under Rule 12b-1 of the 1940 Act for Class Y Shares
relating to the sale and promotion of shares of the New Portfolios and the
furnishing of shareholder services that is substantially identical to the
existing distribution plan for the Fund.
COMPARATIVE INFORMATION ON SHAREHOLDER SERVICES
The New Portfolios will offer the same shareholder services as the
Portfolios, including a Systematic Withdrawal Program, telephone exchanges and
telephone redemptions.
Shareholders may exchange shares for another Phoenix Fund in the same class
of shares; e.g., Class X for Class X. Exchange privileges may not be available
for all Phoenix Funds and may be rejected or suspended.
Shares of the New Portfolios may be redeemed at a redemption price equal to
the net asset value of the shares as next determined following the receipt of a
redemption order and any other required documentation in proper form. Payment of
redemption proceeds for redeemed New Portfolio shares will be made within seven
days after receipt of a redemption request in proper form and documentation.
DIVIDENDS AND DISTRIBUTIONS
Each New Portfolio will have the same dividend and distribution policy as
the corresponding Portfolio. After the closing of the reorganization, Portfolio
shareholders who currently have dividends reinvested will continue to have
14
<PAGE>
dividends reinvested in the New Portfolio. Shareholders who currently have
capital gains reinvested will continue to have capital gains reinvested in the
New Portfolio.
CERTAIN COMPARATIVE INFORMATION ABOUT THE FUND AND THE DELAWARE TRUST
The following is a summary of certain differences between and among the
trust instrument of the Fund and the trust instrument and by-laws of the
Delaware Trust. It is not a complete list of the differences. Shareholders
should refer to the provisions of these documents and state law directly for a
more thorough comparison. Copies of the trust instrument and by-laws of the Fund
and of the trust instrument and by-laws of the Delaware Trust are available to
shareholders without charge upon written request.
General. The Fund was organized as a Massachusetts business trust in
December 1995. The Fund is currently governed by an Agreement and Declaration of
Trust Agreement dated December 4, 1995, as amended (the "Massachusetts Trust
Instrument"). As a Massachusetts business trust, the Fund's operations are
currently governed by the Massachusetts Trust Instrument and applicable Federal
and Massachusetts law. The Delaware Trust was organized as a Delaware business
trust in August 2000. As a Delaware business trust, the Delaware Trust's
operations will be governed by an Agreement and Declaration of Trust (the
"Delaware Trust Instrument") and applicable Federal and Delaware law.
Under the Delaware Trust Instrument, the Trustees of the Delaware Trust
will have more flexibility than they currently have as Trustees of the Fund and,
subject to applicable requirements of the 1940 Act and Delaware law, broader
authority to act. The increased flexibility may allow the Trustees to react more
quickly to changes in competitive and regulatory conditions and, as a
consequence, may allow the Fund to operate in a more efficient and economical
manner. The Trustees' existing fiduciary obligations to act with due care and in
the interest of shareholders will not be affected by the reorganization.
Term of Trustees. The term of office of a Trustee of both the Fund and the
Delaware Trust is unlimited in duration unless the Trustees themselves adopt a
limited term. A person serving as Trustee will continue as Trustee until the
person resigns, dies or is removed from office. Under the Delaware Trust
Instrument, a Trustee may be removed with or without cause at any meeting of
shareholders by a vote of at least two-thirds of the outstanding shares of the
Fund or by a vote of two-thirds of the number of Trustees prior to such removal.
The Massachusetts Trust Instrument provides that any Trustee may be removed by
the shareholders at any meeting called for that purpose. In addition, the
Massachusetts Trust Instrument provides that a Trustee may be removed by
two-thirds of the remaining Trustees with or without cause.
Liability of Trustees and Officers. A Trustee of both the Fund and the
Delaware Trust will be personally liable only for his or her own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee. Under the Massachusetts Trust
Instrument and the by-laws of the Delaware Trust, Trustees, officers and
employees will be indemnified by the respective trust for the expenses of
litigation against them unless it is determined that his or her conduct
constitutes willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties.
Shareholder Liability. Delaware law provides that shareholders are not
liable for the obligations of a Delaware business trust. Under Massachusetts
law, there is no equivalent statutory limitation of shareholder liability.
However, the Delaware Trust Instrument and the Massachusetts Trust Instrument
contain disclaimers of shareholder liability for acts or obligations of the
respective trust, and provide for indemnification for any shareholder and any
former shareholder who is exposed to liability by reason of a claim or demand
relating to such person being a shareholder.
Shareholder Voting. The voting rights of shareholders of the Fund are based
on the number of shares the shareholder owns. Each holder of a share of a
Portfolio is entitled to one vote for each whole share and a proportionate
fractional vote for each fractional share. When a registered investment company
has multiple series, as does the Fund, the share price of each series will
likely differ. As a result, holders of lower-priced shares of a series of the
Fund have a greater amount of influence on matters submitted to a shareholder
vote than shareholders holding an equivalent dollar amount of higher priced
shares of the Fund. As a shareholder of the Delaware Trust, voting rights will
be dollar-based. Each shareholder will have one vote for each dollar of net
asset value held by the shareholder regardless of the number of shares held.
Under dollar-based voting rights, a shareholder's voting power will be in direct
proportion to the shareholder's investment in the Delaware Trust. Therefore, on
matters affecting a New Portfolio as a whole, where each class of the New
Portfolio is required to vote together on an issue, shareholders who own shares
of a class with a higher net asset value per share would have more voting power
than they currently have relative to shareholders who own shares of a class with
a lower net asset value per share. On matters where only shareholders of a
single class of a Portfolio vote on an issue, all shareholders of the class
would have the same voting rights since the net asset value per share is the
same for all shares in a single class of
15
<PAGE>
a Portfolio. On matters requiring trust-wide votes where all Portfolios in a
trust are required to vote, dollar-based voting provides shareholders who own
shares with a higher net asset value than other Portfolios with more voting
power relative to shareholders of other Portfolios in the Fund.
Shareholder Meetings. The Delaware Trust and the Fund are not required to
hold annual shareholder meetings. Under the Massachusetts Trust Instrument,
shareholders owning at least 10% of the outstanding shares of a Portfolio may
call a special meeting for any purpose. The Delaware Trust Instrument does not
specifically authorize shareholders to call a special meeting. However, under
the 1940 Act, shareholders owning at least 10% of the outstanding shares of the
Delaware Trust may by written request call a special meeting of shareholders of
the Delaware Trust for the purpose of removing a Trustee.
Reorganization/Combination Transactions. Under the Delaware Trust
Instrument, the Trustees may generally authorize mergers, consolidations, share
exchanges and reorganizations of a New Portfolio or the Delaware Trust with
another trust, series or other business organization without shareholder
approval. Under the Massachusetts Trust Instrument, a majority of the
outstanding shares of a Portfolio must approve a merger of the Portfolio with
another business organization, or the sale or transfer of the assets of a
Portfolio.
Termination of the Fund or a Portfolio. Under the Delaware Trust
Instrument, the Delaware Trust may be terminated at any time by the Trustees
alone, upon written notice to the shareholders, or by vote of a majority of the
shares of the Delaware Trust. A New Portfolio, or a class thereof, may be
terminated at any time by a vote of a majority of the shares of the New
Portfolio or class or by the Trustees by written notice to the shareholders of
the New Portfolio or class. Under the Massachusetts Trust Instrument, the vote
of a majority of the shares of each Portfolio must approve the termination of
the Fund.
Amendment of Charter Document. Under the Delaware Trust Instrument, the
Trustees may generally restate, amend or otherwise supplement the Delaware Trust
Instrument without the approval of shareholders, subject to limited exceptions
(such as amendments affecting shareholders' liability or indemnity rights). The
Massachusetts Trust Instrument may generally only be amended by the affirmative
vote of the majority of shareholders. The Trustees may amend the Massachusetts
Trust Instrument without shareholder approval to establish additional series of
shares, to change investment restrictions which are not fundamental investment
restrictions, to change the name of the Fund or any Portfolio, and to conform
the Massachusetts Trust Instrument to the requirements of applicable federal
laws or regulations, or the requirements of the regulated investment company
provisions of the Internal Revenue Code.
Derivative and Class Actions. Under the Massachusetts Trust Instrument,
shareholders have the power to vote to the same extent as the shareholders of a
Massachusetts business corporation as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or as a class
action on behalf of the Fund or its shareholders. The Delaware Trust Instrument
does not provide shareholders a similar right.
CERTAIN INFORMATION REGARDING THE TRUSTEES
The 1940 Act requires that at least one-half of the Trustees of the
Fund and, following the reorganization, the Delaware Trust, be elected by
shareholders. The Fund currently meets this standard. Rather than call another
shareholder meeting to vote on Trustees after the reorganization, the
reorganization agreement authorizes each Portfolio, while it is the sole
shareholder of the corresponding New Portfolio, to elect the then current
Trustees of the Fund, except for Calvin J. Pedersen, as the Trustees of the
Delaware Trust.
Information on the individuals that will serve as the Trustees and
officers of the Delaware Trust and their business affiliations for the past five
years is set forth below. Unless otherwise noted, the address of each executive
officer and Trustee is 56 Prospect Street, Hartford, Connecticut, 06115-0480.
Trustees whose names are preceded by an asterisk will be "interested persons" of
the Delaware Trust (as defined in the 1940 Act).
<TABLE>
<CAPTION>
------------------------------------- ----------------- ------------------------------------------------------------------
<S> <C> <C>
NAME, ADDRESS AND AGE POSITIONS HELD PRINCIPAL OCCUPATIONS
WITH THE FUND DURING THE PAST 5 YEARS
------------------------------------- ----------------- ------------------------------------------------------------------
Robert Chesek (66) Trustee Trustee/Director (1981-present) and Chairman (1989-1994),
49 Old Post Road Phoenix Funds. Trustee, Phoenix-Aberdeen Series Fund, Phoenix
Wethersfield, CT 06109 Duff & Phelps Institutional Mutual Funds (1996-present) and
Phoenix-Seneca Funds (2000-present).
------------------------------------- ----------------- ------------------------------------------------------------------
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
------------------------------------- ----------------- ------------------------------------------------------------------
<S> <C> <C>
NAME, ADDRESS AND AGE POSITIONS HELD PRINCIPAL OCCUPATIONS
WITH THE FUND DURING THE PAST 5 YEARS
------------------------------------- ----------------- ------------------------------------------------------------------
E. Virgil Conway (71) Trustee Chairman, Metropolitan Transportation Authority (1992-present).
9 Rittenhouse Road Trustee/Director, Consolidated Edison Company of New York, Inc.
Bronxville, NY 10708 (1970-present), Pace University (1978-present), Atlantic Mutual
Insurance Company (1974-present), HRE Properties (1989-present),
Greater New York Councils, Boy Scouts of America (1985-present),
Union Pacific Corp. (1978-present), Blackrock Freddie Mac
Mortgage Securities Fund (Advisory Director) (1990-present),
Centennial Insurance Company (1974-present), Josiah Macy, Jr.,
Foundation (1975-present), The Harlem Youth Development
Foundation (1987-present). Chairman, (1998-present), Accuhealth
Trism, Inc. (1994-present), Realty Foundation of New York
(1972-present), and New York Housing Partnership Development
Corp. (1985-present). Vice Chairman, Academy of Political
Science (1985-present). Director/Trustee, Phoenix Funds
(1993-present). Trustee, Phoenix-Aberdeen Series Fund, Phoenix
Duff & Phelps Institutional Mutual Funds (1996-present) and
Phoenix-Seneca Funds (2000-present). Director, Duff & Phelps
Utilities Tax-Free Income Inc. and Duff & Phelps Utility and
Corporate Bond Trust Inc. (1995-present). Chairman/Member, Audit
Committee of the City of New York (1981-1996). Advisory
Director, Blackrock Fannie Mae Mortgage Securities Fund
(1989-1996) and Fund Directions (1993-1998). Chairman, Financial
Accounting Standards Advisory Council (1992-1995).
------------------------------------- ----------------- ------------------------------------------------------------------
William W. Crawford (71) Trustee Representative (1994-1995), Senior Executive (1994-1995),
3029 Wynfield Mews Lane President and Chief Operating Officer (1988-1993), Hilliard,
Louisville, KY 40206 Lyons, Inc. (broker/dealer). Trustee, Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Director, Duff & Phelps Utilities Tax-Free
Income, Inc. and Duff & Phelps Utility and Corporate Bond Trust
Inc. (1995-present).
------------------------------------- ----------------- ------------------------------------------------------------------
Harry Dalzell-Payne (71) Trustee Director/Trustee, Phoenix Funds (1993-present). Trustee,
The Flat Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Elmore Court Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Elmore, GLOS GL2 6NT, UK Funds (1999-present). Director, Duff & Phelps Utilities Tax-Free
Income Inc. and Duff & Phelps Utility and Corporate Bond Trust
Inc. (1995-present). Formerly a Major General of the British
Army.
------------------------------------- ----------------- ------------------------------------------------------------------
William N. Georgeson (72) Trustee Trustee, Phoenix Duff & Phelps Institutional Mutual Funds
575 Glenwood Road (1996-present) and Phoenix-Seneca Funds (2000-present).
Lake Forest, IL 60045 Director, Duff & Phelps Utilities Tax-Free Income Inc.
(1993-present) and Duff & Phelps Utility and Corporate Bond
Trust Inc. (1994-present).
------------------------------------- ----------------- ------------------------------------------------------------------
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
------------------------------------- ----------------- ------------------------------------------------------------------
<S> <C> <C>
NAME, ADDRESS AND AGE POSITIONS HELD PRINCIPAL OCCUPATIONS
WITH THE FUND DURING THE PAST 5 YEARS
------------------------------------- ----------------- ------------------------------------------------------------------
*Francis E. Jeffries (69) Trustee Director/Trustee, Phoenix Funds (1995-present). Trustee,
8477 Bay Colony Dr. Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Apt. 902 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Naples, FL 34108 Funds (2000-present). Director, Duff & Phelps Utilities Income
Inc. (1987-present), Duff & Phelps Utilities Tax-Free Income
Inc. (1991-present) and Duff & Phelps Utility and Corporate Bond
Trust Inc. (1993-present). Director, The Empire District
Electric Company (1984-present). Director (1989-1997), Chairman
of the Board (1993-1997), President (1989-1993), and Chief
Executive Officer (1989-1995), Phoenix Investment Partners, Ltd.
------------------------------------- ----------------- ------------------------------------------------------------------
Leroy Keith, Jr. (61) Trustee Chairman (1995-present) and Chief Executive Officer (1995-1999),
Chairman Carson Products Company. (1995-present). Director/Trustee,
Carson Products Company Phoenix Funds (1980-present). Trustee, Phoenix-Aberdeen Series
64 Ross Road Fund, Phoenix Duff & Phelps Institutional Mutual Funds
Savannah, GA 30750 (1996-present) and Phoenix-Seneca Funds (2000-present).
Director, Equifax Corp. (1991-present) and Evergreen
International Fund, Inc. (1989-present). Trustee, Evergreen
Liquid Trust, Evergreen Tax Exempt Trust, Evergreen Tax Free
Fund, Master Reserves Tax Free Trust, and Master Reserves Trust.
------------------------------------- ----------------- ------------------------------------------------------------------
*Philip R. McLoughlin (53) Trustee and Chairman (1997-present), Director (1995-present), Vice Chairman
President (1995-1997) and Chief Executive Officer (1995-present), Phoenix
Investment Partners, Ltd. Director (1994-present) and Executive
Vice President, Investments (1988-present), Phoenix Home Life
Mutual Insurance Company. Director/Trustee and President,
Phoenix Funds (1989-present). Trustee and President,
Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present). Director, Duff &
Phelps Utilities Tax-Free Income Inc. (1995-present) and Duff &
Phelps Utility and Corporate Bond Trust Inc. (1995-present).
Trustee, Phoenix-Seneca Funds (1999-present). Director
(1983-present) and Chairman (1995-present), Phoenix Investment
Counsel, Inc. Director (1984-present) and President (1990-1999),
Phoenix Equity Planning Corporation. Chairman and Chief
Executive Officer, Phoenix/Zweig Advisers LLC (1999-present).
Director, PXRE Corporation (Delaware) (1985-present) and World
Trust Fund (1991-present). Director and Executive Vice
President, Phoenix Life and Annuity Company (1996-present).
Director and Executive Vice President, PHL Variable Insurance
Company (1995-present). Director, Phoenix Charter Oak Trust
Company (1996-present). Director and Vice President, PM
Holdings, Inc. (1985-present). Director (1992-present) and
President (1992-1994), W.S. Griffith & Co., Inc. Director, PHL
Associates, Inc. (1995-present).
------------------------------------- ----------------- ------------------------------------------------------------------
Eileen A. Moran (45) Trustee President and Chief Executive Officer, PSEG Resources Inc.
23 Woodland Drive (1990-present). Trustee, Phoenix Duff & Phelps Institutional
East Windsor, NJ 08520 Mutual Funds (1996-present) and Phoenix-Seneca Funds
(2000-present).
------------------------------------- ----------------- ------------------------------------------------------------------
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
------------------------------------- ----------------- ------------------------------------------------------------------
<S> <C> <C>
NAME, ADDRESS AND AGE POSITIONS HELD PRINCIPAL OCCUPATIONS
WITH THE FUND DURING THE PAST 5 YEARS
------------------------------------- ----------------- ------------------------------------------------------------------
Everett L. Morris (72) Trustee Vice President, W.H. Reaves and Company (1993-present).
164 Laird Road Director/Trustee, Phoenix Funds (1995-present). Trustee,
Colts Neck, NJ 07722 Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Director, Duff & Phelps Utilities Tax-Free
Income Inc. (1991-present) and Duff & Phelps Utility and
Corporate Bond Trust Inc. (1993-present).
------------------------------------- ----------------- ------------------------------------------------------------------
*James M. Oates (54) Trustee Chairman, IBEX Capital Markets, Inc. (formerly, IBEX Capital
Managing Director Markets LLC) (1997-present). Managing Director, Wydown Group
The Wydown Group (1994-present). Director, Phoenix Investment Partners, Ltd.
IBEX Capital Markets, Inc. (1995-present). Director/Trustee, Phoenix Funds (1987-present).
60 State Street Trustee, Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Suite 950 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Boston, MA 02109 Funds (2000-present). Director, AIB Govett Funds (1991-present),
Investors Financial Service Corporation (1995-present),
Investors Bank & Trust Corporation (1995-present), Plymouth
Rubber Co. (1995-present), Stifel Financial (1996-present),
Command Systems, Inc. (1998-present), Connecticut River Bancorp
(1998-present) and Endowment for Health (1999-present). Vice
Chairman, Massachusetts Housing-Partnership (1998-2000).
Director, Blue Cross and Blue Shield of New Hampshire
(1994-1999).
------------------------------------- ----------------- ------------------------------------------------------------------
Richard A. Pavia (69) Trustee Vice Chairman, Forest Preserve District, Cook County President
7145 North Ionia Advisory council (1997-present). Special Consultant, K&D
Chicago, IL 06046 facilities Resource Corp. (1995-present). Trustee, Phoenix Duff
& Phelps Institutional Mutual Funds (1996-present) and
Phoenix-Seneca Funds (2000-present). Director, Duff & Phelps
Utilities Tax-Free Income Inc. (1991-present and Duff & Phelps
Utility and Corporate Bond Trust Inc. (1992-present). Director
(1981-1997), Chairman and Chief Executive Officer (1989-1994),
Speer Financial, Inc.
------------------------------------- ----------------- ------------------------------------------------------------------
Herbert Roth, Jr. (71) Trustee Director/Trustee, Phoenix Funds (1980-present). Trustee,
134 Lake Street Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
P.O. Box 909 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Sherborn, MA 01770 Funds (2000-present). Director, Boston Edison Company
(1978-present), Landauer, Inc. (medical services)
(1970-present), Tech Ops./Sevcon, Inc. (electronic controllers)
(1987-present), and Mark IV Industries (diversified
manufacturer) (1985-present). Member, Directors Advisory
Council, Phoenix Home Life Mutual Insurance Company
(1998-present). Director, Phoenix Home Life Mutual Insurance
Company (1972-1998).
------------------------------------- ----------------- ------------------------------------------------------------------
Richard E. Segerson (54) Trustee Managing Director, Northway Management Company (1998-present).
102 Valley Road Director/Trustee, Phoenix Funds (1993-present). Trustee,
New Canaan, CT 07840 Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Managing Director, Mullin Associates
(1993-1998).
------------------------------------- ----------------- ------------------------------------------------------------------
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
------------------------------------- ----------------- ------------------------------------------------------------------
<S> <C> <C>
NAME, ADDRESS AND AGE POSITIONS HELD PRINCIPAL OCCUPATIONS
WITH THE FUND DURING THE PAST 5 YEARS
------------------------------------- ----------------- ------------------------------------------------------------------
Lowell P. Weicker, Jr. (69) Trustee Trustee/Director, Phoenix Funds (1995-present). Trustee,
731 Lake Avenue Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Greenwich, CT 06830 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Director, UST Inc. (1995-present), HPSC
Inc. (1995-present), Burroughs Wellcome Fund (1996-present) and
Compuware (1996-present). Visiting Professor, University of
Virginia (1997-present). Director, Duty Free International, Inc.
(1997). Chairman, Dresing, Lierman, Weicker (1995-1996).
Governor of the State of Connecticut (1991-1995).
------------------------------------- ----------------- ------------------------------------------------------------------
Michael E. Haylon (42) Executive Director and Executive Vice President, Investments, Phoenix
Vice Investment Partners, Ltd. (1995-present). Director
President (1994-present), President (1995-present), Executive Vice
President (1994-1995), Vice President (1991-1994), Phoenix
Investment Counsel, Inc. Director, Phoenix Equity Planning
Corporation (1995-present). Executive Vice President, Phoenix
Funds (1993-present), Phoenix-Aberdeen Series Fund (1996-present),
and Phoenix-Seneca Funds (2000-present). Executive Vice President
(1997-present), Vice President (1996-1997), Phoenix Duff & Phelps
Institutional Mutual Funds. Senior Vice President, Securities
Investments, Phoenix Home Life Mutual Insurance Company (1993-1995).
------------------------------------- ----------------- ------------------------------------------------------------------
Gail P. Seneca (47) Senior Vice Managing Director, Equities, Phoenix Investment Counsel, Inc.
909 Montgomery St. President (1998-present). President (1996-present) and Trustee
San Francisco, CA 94133 (1996-2000), Phoenix-Seneca Funds. President, Chief Executive
and Investment Officer, Seneca Capital Management LLC (1996-
present). Chief Investment Officer and managing general partner
(1989-present), GMG/Seneca Capital Management, L.P. Senior Vice
President, The Phoenix Edge Series Fund (1998-present), Phoenix
Multi-Portfolio Fund (1998-present) and Phoenix Duff & Phelps
Institutional Mutual Funds (1999-present).
------------------------------------- ----------------- ------------------------------------------------------------------
James D. Wehr (43) Senior Vice Senior Vice President, (1998-present), managing Director, Fixed
President income, (1996-present), Vice President (1991-1996), Phoenix
Investment Counsel, Inc. Senior Vice President (1997-present),
Vice President (1988-1997), Phoenix Multi-Portfolio Fund; Senior
Vice President (1997-present), Vice President (1990-1997),
Phoenix Series Fund; Senior Vice President (1997-present), Vice
President (1991-1997), Phoenix Edge Series Fund; Senior Vice
President (1997-present), Vice President (1993-1997),
Phoenix-Goodwin California Tax-Exempt Bonds, Inc.; Senior Vice
President (1997-present), Vice President (1996-1997), Phoenix
Duff & Phelps Institutional Mutual Funds. Senior Vice President,
Phoenix-Goodwin Multi-Sector Fixed Income Fund, Inc.,
Phoenix-Goodwin Multi-Sector Short Term Bond Fund,
Phoenix-Oakhurst Income and Growth Fund and Phoenix-Oakhurst
Strategic Allocation Fund, Inc. (1997-present). Senior Vice
President and Chief Investment Officer, Duff & Phelps Utilities
Tax-Free Income, Inc. (1997-present). Managing Director, Public
Fixed Income, Phoenix Home Life Mutual Insurance Company
(1991-1995.
------------------------------------- ----------------- ------------------------------------------------------------------
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
------------------------------------- ----------------- ------------------------------------------------------------------
<S> <C> <C>
NAME, ADDRESS AND AGE POSITIONS HELD PRINCIPAL OCCUPATIONS
WITH THE FUND DURING THE PAST 5 YEARS
------------------------------------- ----------------- ------------------------------------------------------------------
Robert S. Dreissen (52) Vice President Vice President and Compliance Officer, Phoenix Investment
and Assistant Partners, Ltd. (1999-present) and Phoenix Investment Counsel,
Secretary Inc. (1999-present). Vice President, Phoenix Funds,
Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds (1999-present) and Phoenix-Seneca
Funds (2000-present). Compliance Officer (2000-present) and
Associate Compliance Officer (1999), PXP Securities Corporation.
Vice President, Risk Management Liaison, Bank of America
(1996-1999). Vice President, Securities Compliance, The
Prudential Insurance Company of America (1993-1996). Branch
Chief/Financial Analyst, Securities and Exchange Commission,
Division of Investment Management (1972-1993).
------------------------------------- ----------------- ------------------------------------------------------------------
Ronald K. Jacks (35) Vice President Managing Director, Equities, Phoenix Investment Counsel, Inc.
909 Montgomery St. (1998-present). Secretary (1996-present) and Trustee
San Francisco, CA 94133 (1996-1997), Phoenix-Seneca Funds. Portfolio Manager, Seneca
Capital Management LLC (1996-present). Portfolio Manager,
GMG/Seneca Capital Management, L.P. (1990-present). Vice
President, The Phoenix Edge Series Fund (1998-present), Phoenix
Multi-Portfolio Fund (1998-present) and Phoenix Duff & Phelps
Institutional Mutual Funds (1999-present).
------------------------------------- ----------------- ------------------------------------------------------------------
Richard D. Little (51) Vice President Managing Director, Equities, Phoenix Investment Counsel, Inc.
909 Montgomery St. (1998-present). Vice President, Phoenix-Seneca Funds
San Francisco, CA 94133 (1996-present). General Partner and Director of Equities,
GMG/Seneca Capital Management, L.P. (1989-present). Director of
Equities, Seneca Capital Management LLC (1996-present). Vice
President, The Phoenix Edge Series Fund (1998-present), Phoenix
Multi-Portfolio Fund (1998-present) and Phoenix Duff & Phelps
Institutional Mutual Funds (1999-present).
------------------------------------- ----------------- ------------------------------------------------------------------
William R. Moyer (55) Vice President Executive Vice President and Chief Financial Officer
100 Bright Meadow Blvd. (1999-present), Senior Vice President and Chief Financial
P.O. Box 2200 Officer (1995-1999), Phoenix Investment Partners, Ltd.
Enfield, CT 06083-2200 (1995-present). Senior Vice President (1990-present), Chief
Financial Officer (1996-present), Finance (until 1996), and
Treasurer (1998-present and 1994-1996), Phoenix Equity Planning
Corporation. Director (1998-present), Senior Vice President
(1990-present), Chief Financial Officer (1996-present) and
Treasurer (1994-present), Phoenix Investment Counsel, Inc.
Treasurer (1999-present), Vice President and Chief Financial
Officer, Duff & Phelps Investment Management Co. (1996-1999).
Vice President, Phoenix Funds (1990-present), Phoenix Duff &
Phelps Institutional Mutual Funds (1996-present) and Phoenix
Aberdeen Series Fund (1996-present). Executive Vice President
Phoenix-Seneca Funds (2000-present). Vice President, Investment
Products Finance, Phoenix Home Life Mutual Insurance Company
(1990-1995). Senior Vice President, Chief Financial Officer,
W.S. Griffith & Co., Inc. (1992-1995) and Townsend Financial
Advisers, Inc. (1993-1995).
------------------------------------- ----------------- ------------------------------------------------------------------
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
------------------------------------- ----------------- ------------------------------------------------------------------
<S> <C> <C>
NAME, ADDRESS AND AGE POSITIONS HELD PRINCIPAL OCCUPATIONS
WITH THE FUND DURING THE PAST 5 YEARS
------------------------------------- ----------------- ------------------------------------------------------------------
John S. Tilson (56) Vice President Executive Vice President (1994-present), Senior Vice President
600 Rosemead Blvd. (1983-1994), Roger Engemann & Associates, Inc. Director
Pasadena, CA 91107-2138 (1990-present), Executive Vice President (1994-present), Senior
Vice President (1990-1994), Pasadena Capital Corporation. Chief
Financial Officer and Secretary, Phoenix-Engemann Funds
(1988-present). Executive Vice President (1994-present),
Security Analyst (1983-1994), Roger Engemann Management Co.,
Inc. Managing Director, Equities, Phoenix Investment Counsel,
Inc. (1998-present). Vice President, The Phoenix Edge Series
Fund and Phoenix Series Fund (1998-present).
------------------------------------- ----------------- ------------------------------------------------------------------
G. Jeffrey Bohne (52) Secretary Vice President and General Manager, Phoenix Home Life Mutual
101 Munson Street Insurance Co. (1993-present). Vice President, Transfer Agent
Greenfield, MA 01301 Operations (1993-1996), Senior Vice President (1999-present),
Vice President (1996-1999), Mutual Fund Customer Service, Phoenix
Equity Planning Corporation. Secretary/Clerk, Phoenix Funds
(1993-present), Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present), Phoenix-Aberdeen Series Fund (1996-present) and
Phoenix-Seneca Funds (2000-present). Vice President, Home Life of
New York Insurance Company (1984-1992).
------------------------------------- ----------------- ------------------------------------------------------------------
Nancy G. Curtiss (47) Treasurer Treasurer, Phoenix Funds (1994-present), Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present), Phoenix-Aberdeen
Series Fund (1996-present) and Phoenix-Seneca Funds
(2000-present). Vice President, Fund Accounting (1994-2000) and
Treasurer (1996-2000), Phoenix Equity Planning Corporation.
Second Vice President and Treasurer, Fund Accounting, Phoenix
Home Life Mutual Insurance Company (1994-1995). Various
positions with Phoenix Home Life Insurance Company (1987-1994).
------------------------------------- ----------------- ------------------------------------------------------------------
</TABLE>
For services rendered to the Fund for the fiscal year ended December 31,
1999, the Trustees received aggregate remuneration of $92,500 as Trustee fees.
Each Trustee who is not a full-time employee of Phoenix or any of its affiliates
currently receives a retainer at the annual rate of $3,000 and a fee of $500 per
meeting. Each Trustee who serves on a committee receives a fee of $250 for each
meeting attended. The function of the Executive Committee is to serve as a
contract review, compliance review and performance review delegate of the full
Board of Trustees. Officers and employees of Phoenix who are interested persons
are compensated by Phoenix and receive no compensation from the Fund.
CURRENT BOARD COMMITTEES AND MEETINGS
The Board of Trustees has an Audit Committee and a Nominating Committee.
The Audit Committee of the Fund consists of four of the Trustees who are not
interested persons of the Fund (i.e., the "independent Trustees"). The Audit
Committee meets with the Fund's auditors to review the scope of the auditing
procedures, the adequacy of internal controls, compliance by the Fund with the
accounting, record keeping and financial reporting requirements of the 1940 Act,
and the possible effect on Fund operations of any new or proposed tax or other
regulations applicable to investment companies. The Audit Committee makes an
annual recommendation concerning the appointment of auditors and reviews and
recommends policies and practices relating to principles to be followed in the
conduct of Fund operations. The Audit Committee reports the results of its
inquiries to the Board of Trustees. The Audit Committee currently consists of E.
Virgil Conway, Everett L. Morris, Richard A. Pavia and Richard E. Segerson. The
Audit Committee held four meetings during the fiscal year ended December 31,
1999.
The Nominating Committee consists of four Trustees who are not interested
persons of the Fund. It recommends to the Board of Trustees persons to be
elected as Trustees. During the fiscal year ended December 31, 1999, the
Nominating
22
<PAGE>
Committee held brief meetings as needed in conjunction with regular quarterly
executive sessions of the independent Trustees. The Nominating Committee
currently consists of William W. Crawford, Harry Dalzell-Payne, William N.
Georgeson, and Herbert Roth Jr. It will consider individuals proposed by a
shareholder for election as a Trustee. Shareholders who wish to submit the name
of any individual must submit in writing a brief description of the proposed
nominee's business experience and other information relevant to the
qualifications of the individual to serve as a Trustee of the Fund.
The Delaware Trust has Audit and Nominating Committees, each composed
entirely of the same independent Trustees.
The Board of Trustees held five meetings during the fiscal year ended
December 31, 1999. Each Trustee, except Herbert Roth, Jr., was present for at
least 75% of the total number of meetings of the Board and of those committees
of which the Trustee was a member which were held during his tenure.
For the Fund's last fiscal year, the Trustees received the following
compensation:
<TABLE>
<CAPTION>
PENSION OR ESTIMATED TOTAL COMPENSATION
AGGREGATE RETIRED BENEFITS ANNUAL BENEFITS FROM FUND AND FUND
COMPENSATION ACCRUED AS PART OF UPON COMPLEX (37 FUNDS)
NAME FROM FUND FUND EXPENSES RETIREMENT PAID TO TRUSTEES
---- --------- ------------- ---------- ----------------
<S> <C> <C> <C> <C>
Robert Chesek 6,000 98,750
E. Virgil Conway(1) 8,250 118,250
William W. Crawford 6,000 41,000
Harry Dalzell-Payne(1) 7,250 None for any None for any 95,000
William N. Georgeson 6,250 Trustee Trustee 43,750
Francis E. Jeffries 6,000 108,000
Leroy Keith, Jr. 6,000 63,750
Philip R. McLoughlin(1) 0 0
Eileen A. Moran(1) 6,250 41,250
Everett L. Morris(1) 7,750 100,250
James M. Oates(1) 7,250 72,250
Calvin J. Pederson 7,000 42,000
Herbert Roth, Jr.(1) 5,250 59,250
Richard E. Segerson 7,000 72,000
Lowell Weicker, Jr. 6,250 68,750
</TABLE>
------------------
*This compensation (and the earnings thereon) will be deferred pursuant to
the Directors' Deferred Compensation Plan. At June 30, 2000, the total amount of
deferred compensation (including interest and other accumulation earned on the
original amounts deferred) accrued for Messrs. Crawford, Jeffries, Morris,
Pavia, Roth and Segerson was $24,989.61, $472,348.25, $197,344.74, 24,854.92,
$177,329.63 and $115,043.51, respectively. At present, by agreement among the
Fund, the Distributor and the electing Trustee, Trustee fees that are deferred
are paid by the Fund to the Distributor. The liability for the deferred
compensation obligation appears only as a liability of the Distributor.
(1)Messrs. Conway, Dalzell-Payne, McLoughlin, Morris, Oates and Roth
are members of the Executive Committee.
INVESTMENT ADVISER, SUBADVISERS, UNDERWRITER AND FINANCIAL AGENT
Phoenix Investment Counsel, Inc., 56 Prospect Street, Hartford, Connecticut
06115-0480 is the Fund's investment adviser. Seneca Capital Management LLC,
909 Montgomery Street, San Francisco, California 94133 is subadviser to Phoenix
Duff & Phelps Institutional Growth Stock Portfolio.
Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, Connecticut 06083-2200, serves as the Fund's underwriter and as
the Fund's financial agent.
OTHER BUSINESS
The Board of Trustees of the Fund knows of no business to be brought before
the meeting other than the matters set forth in this Proxy Statement. Should any
other matter requiring a vote of the shareholders of the Portfolios arise,
however, the proxies will vote thereon according to their best judgment in the
interests of the Portfolios and the shareholders of the Portfolios.
23
<PAGE>
The Fund does not hold annual meetings of shareholders. There will normally
be no meeting of shareholders for the purpose of electing Trustees of the Fund
unless and until such time as less than a majority of the Trustees holding
office have been elected by the shareholders, at which time the Trustees then in
office will call a shareholders' meeting for the election of Trustees.
Shareholders wishing to submit proposals for inclusion in the proxy statement
for any subsequent shareholder meeting of their Portfolio should send their
written submissions to the principal executive offices of the Fund at 101 Munson
Street, Greenfield, Massachusetts 01301.
24
<PAGE>
APPENDIX A
----------
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this __ day of _______, 2000, by and between Phoenix Duff & Phelps Institutional
Mutual Funds, a Massachusetts business trust (the "Predecessor Trust"), on
behalf of the Phoenix Duff & Phelps Institutional Growth Stock Portfolio and
Phoenix Duff & Phelps Institutional Managed Bond Portfolio series (collectively,
the "Predecessor Portfolios" and each individually, a "Predecessor Portfolio"),
and Phoenix Duff & Phelps Institutional Mutual Funds, a Delaware business trust
(the "Successor Trust"), on behalf of the Phoenix Duff & Phelps Institutional
Growth Stock Portfolio and Phoenix Duff & Phelps Institutional Managed Bond
Portfolio series (collectively, the "Successor Portfolios" and each
individually, a "Successor Portfolio").
All references in this Agreement to action taken by the Predecessor
Portfolios or the Successor Portfolios shall be deemed to refer to action taken
by the Predecessor Trust or the Successor Trust, respectively, on behalf of the
respective portfolio series.
This Agreement is intended to be and is adopted as plans of reorganization
within the meaning of Section 368(a) of the United States Internal Revenue Code
of 1986, as amended (the "Code"). The reorganization (the "Reorganization") will
consist of the transfer by each Predecessor Portfolio of all of its assets to
the corresponding Successor Portfolio, in exchange solely for shares of
beneficial interest in such Successor Portfolio ("New Shares") having a net
asset value equal to the net asset value of the corresponding Predecessor
Portfolio, the assumption by each Successor Portfolio of all the liabilities of
the corresponding Predecessor Portfolio, and the distribution of the New Shares
to the shareholders of each Predecessor Portfolio in complete liquidation of
such Predecessor Portfolio as provided herein, all upon the terms and conditions
hereinafter set forth in this Agreement.
WHEREAS, the Predecessor Trust and the Successor Trust are each open-end,
registered investment companies of the management type; and
WHEREAS, the Board of Trustees of the Predecessor Trust and the Board of
Trustees of the Successor Trust have determined that it is in the best interest
of the Predecessor Trust and the Successor Trust, respectively, that the assets
of the Predecessor Trust be acquired by the Successor Trust pursuant to this
Agreement and in accordance with the applicable statutes of the Commonwealth of
Massachusetts and the State of Delaware and that the interests of existing
shareholders will not be diluted as a result of this transaction;
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. PLAN OF REORGANIZATION
1.1 Subject to the terms and conditions herein set forth and on the
basis of the representations and warranties contained herein, the Predecessor
Trust agrees to transfer all of the assets of each Predecessor Portfolio, as set
forth in paragraph 1.2, to the corresponding Successor Portfolio and the
Successor Trust agrees in exchange therefor: (i) to deliver to the Predecessor
Trust a number of full and fractional New Shares of each class of each Successor
Portfolio equal to the number of shares of the corresponding class of the
corresponding Predecessor Portfolio as of the time and date set forth in Article
2, and (ii) to assume all the liabilities of each Predecessor Portfolio, as set
forth in paragraph 1.2. Such transactions shall take place at the closing
provided for in paragraph 2.1 (the "Closing").
1.2 The assets of the Predecessor Portfolios to be acquired by the
corresponding Successor Portfolios 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 Predecessor Portfolios
and any deferred or prepaid expenses shown as an asset on the books of the
Predecessor Portfolios on the closing date provided in paragraph 2.1 (the
"Closing Date"). All liabilities, expenses, costs, charges and reserves of the
Predecessor Portfolios, to the extent that they exist at or after the Closing,
shall after the Closing attach to the corresponding Successor Portfolios and may
be enforced against the Successor Portfolios to the same extent as if the same
had been incurred by the Successor Portfolios.
1.3 Immediately upon delivery to the Predecessor Portfolios of the New
Shares, the Predecessor Portfolios, as the then sole shareholders of the
Successor Portfolios, shall (i) with the exception of Calvin J. Pedersen, elect
as trustees of the Trust the persons who currently serve as trustees of the
Predecessor Trust; (ii) approve an Investment Management Agreement between the
Trust, on behalf of the Successor Portfolios and Phoenix Investment Counsel,
Inc. (the "Investment Manager"), (iii) in the case of the Phoenix Duff & Phelps
Institutional Growth Stock Portfolio, approve a Subadvisory Agreement by and
between the Investment Manager, on behalf of such fund, and Seneca Capital
Management LLC, and (iv) ratify the selection of PricewaterhouseCoopers LLP as
the independent accountants of the Successor Portfolios.
<PAGE>
1.4 Immediately following the action contemplated by paragraph 1.3, the
Predecessor Portfolios will distribute pro rata to their respective shareholders
of record, determined as of immediately after the close of business on the
Closing Date (the "Current Shareholders"), the corresponding New Shares received
by the Predecessor Trust pursuant to paragraph 1.1. Such distribution and
liquidation will be accomplished by the transfer of the New Shares then credited
to the accounts of the Predecessor Portfolios on the books of the Successor
Portfolios to open accounts on the share records of the Successor Portfolios in
the names of the Current Shareholders and representing the respective pro rata
number of the New Shares of the corresponding class due such shareholders. All
issued and outstanding shares of the Predecessor Portfolios will simultaneously
be canceled on the books of the Predecessor Trust, although share certificates
representing interests in the Predecessor Trust will represent a number of New
Shares after the Closing Date as determined in accordance with paragraph 2.2.
The Successor Portfolios shall not issue certificates representing the New
Shares in connection with such exchange. Ownership of New Shares will be shown
on the books of the Successor Trust's transfer agent. As soon as practicable
after the Closing, the Predecessor Trust shall take all steps necessary to
effect a complete liquidation of the Predecessor Portfolios and shall file such
instruments, if any, as are necessary to effect the dissolution of the
Predecessor Trust and shall take all other steps necessary to effect such
dissolution.
2. CLOSING AND CLOSING DATE
2.1 The Closing Date shall be the second Friday that is a full business
day following satisfaction (or waiver as provided herein) of all of the
conditions set forth in Articles 4 of this Agreement (other than those
conditions which may by their terms be satisfied only at the Closing), or such
later 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 Investment Counsel,
Inc. ("PIC"), 56 Prospect Street, Hartford, Connecticut 06115-0480, or at such
other time and/or place as the parties may agree.
2.2 The Predecessor Trust shall cause Phoenix Equity Planning
Corporation (the "Transfer Agent"), transfer agent of the Predecessor
Portfolios, to deliver at the Closing a certificate of an authorized officer
stating that its records contain the names and addresses of the Current
Shareholders and the number and percentage ownership of outstanding shares of
the Predecessor Portfolios and the class of each Predecessor Portfolio owned by
each such shareholder immediately prior to the Closing. The Successor Portfolios
shall issue and deliver a confirmation evidencing the New Shares to be credited
on the Closing Date to the Secretary of the Predecessor Trust or provide
evidence satisfactory to the Predecessor Trust that such New Shares have been
credited to the accounts of the Predecessor Portfolios on the books of the
Successor Portfolios. 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. REPRESENTATIONS AND WARRANTIES
3.1 The Predecessor Trust, on behalf of each Predecessor Portfolio,
hereby represents and warrants to the Successor Portfolios as follows:
(i) the Predecessor Trust is duly organized, validly existing and
in good standing under the laws of the Commonwealth of Massachusetts and has
full power and authority to conduct its business as presently conducted;
(ii) the Predecessor Trust has full power and authority to
execute, deliver and carry out the terms of this Agreement on behalf of each
Predecessor Portfolio;
(iii) the execution and delivery of this Agreement on behalf of
each Predecessor Portfolio and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the
Predecessor Trust or the shareholders of the Predecessor Portfolio (other than
as contemplated in paragraph 4.1(vi) are necessary to authorize this Agreement
and the transactions contemplated hereby;
(iv) this Agreement has been duly executed by the Predecessor
Trust on behalf of the Predecessor Portfolios and constitutes its valid and
binding obligation, enforceable in accordance with its terms, subject to
applicable bankruptcy, reorganization, insolvency, moratorium and other rights
affecting creditors' rights generally, and general equitable principles;
(v) neither the execution and delivery of this Agreement by the
Predecessor Trust on behalf of the Predecessor Portfolios, nor the consummation
by the Predecessor Trust on behalf of the Predecessor Portfolios of the
transactions contemplated hereby will conflict with, result in a breach or
violation of or constitute (or with notice, lapse of time or both) a breach of
or default under, the Declaration of Trust of the Predecessor Trust, as amended,
or any statute, regulation, order, judgment or decree, or any instrument,
contract or other agreement to which the Predecessor Trust is a party or by
which the Predecessor Trust or any of its assets is subject or bound; and
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<PAGE>
(vi) no authorization, consent or approval of any governmental or
other public body or authority or any other party is necessary for the execution
and delivery of this Agreement by the Predecessor Trust on behalf of the
Predecessor Portfolios or the consummation of any transactions contemplated
hereby by the Predecessor Trust, other than as shall be obtained at or prior to
the Closing.
3.2 The Successor Trust, on behalf of the Successor Portfolios, hereby
represents and warrants to the Predecessor Portfolios as follows:
(i) The Successor Trust is duly organized, validly existing and
in good standing under the laws of the State of Delaware and has full power and
authority to conduct its business as presently conducted;
(ii) the Successor Trust has full power and authority to execute,
deliver and carry out the terms of this Agreement on behalf of the Successor
Portfolios;
(iii) the execution and delivery of this Agreement on behalf of
the Successor Portfolios and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the Successor
Trust or the shareholders of the Successor Portfolios are necessary to authorize
this Agreement and the transactions contemplated hereby;
(iv) this Agreement has been duly executed by the Successor Trust
on behalf of the Successor Portfolios and constitutes its valid and binding
obligation, enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights affecting
creditors' rights generally, and general equitable principles;
(v) neither the execution and delivery of this Agreement by the
Successor Trust on behalf of the Successor Portfolios, nor the consummation by
the Successor Trust on behalf of the Successor Portfolios of the transactions
contemplated hereby will conflict with, result in a breach or violation of or
constitute (or with notice, lapse of time or both constitute) a breach of or
default under, the Master Trust Agreement (the "Master Trust Agreement") or
By-Laws of the Successor Trust, as each may be amended, or any statute,
regulation, order, judgment or decree, or any instrument, contract or other
agreement to which the Successor Trust is a party or by which the Successor
Trust or any of its assets is subject or bound; and
(vi) no authorization, consent or approval of any governmental or
other public body or authority or any other party is necessary for the execution
and delivery of this Agreement by the Successor Trust on behalf of the Successor
Portfolios or the consummation of any transactions contemplated hereby by the
Successor Trust, other than as shall be obtained at or prior to the Closing.
4. CONDITIONS PRECEDENT
4.1 The obligations of the Predecessor Trust on behalf of the
Predecessor Portfolios and the Successor Trust on behalf of the Successor
Portfolios to effectuate the Reorganization shall be subject to the satisfaction
of the following conditions:
(i) The Successor Trust shall have succeeded to the registration
statement of the Predecessor Trust on Form N-1A under the Securities Act of
1933, as amended (the "Securities Act") and such amendment or amendments thereto
as are determined by the Board of Trustees of the Successor Trust to be
necessary and appropriate to effect the registration of the New Shares (the
"Post-Effective Amendment"), shall have been filed with the Securities and
Exchange Commission (the "Commission") and the Post-Effective Amendment shall
have become effective, and no stop-order suspending the effectiveness of the
Post-Effective Amendment shall have been issued, and no proceeding for that
purpose shall have been initiated or threatened by the Commission (and not
withdrawn or terminated);
(ii) The applicable New Shares shall have been duly qualified for
offering to the public in all states in which such qualification is required for
consummation of the transactions contemplated hereunder;
(iii) All representations and warranties of the Predecessor Trust
on behalf of the Predecessor Portfolios contained in this Agreement shall be
true and correct in all material respects as of the date hereof and as of the
Closing, with the same force and effect as if then made, and the Successor Trust
on behalf of the Successor Portfolios shall have received a certificate of an
officer of the Predecessor Trust acting on behalf of the Predecessor Portfolios
to that effect in form and substance reasonably satisfactory to the Successor
Trust on behalf of the Successor Portfolios;
(iv) All representations and warranties of the Successor Trust on
behalf of the Successor Portfolios contained in this Agreement shall be true and
correct in all material respects as of the date hereof and as of the Closing,
with the same force and effect as if then made, and the Predecessor Trust on
behalf of the Predecessor Portfolios shall have received a certificate of an
officer of the Successor Trust acting on behalf of the Successor Portfolios to
that effect in form and substance reasonably satisfactory to the Predecessor
Trust on behalf of the Predecessor Portfolios;
A-3
<PAGE>
(v) The Predecessor Trust on behalf of the Predecessor Portfolios
and the Successor Trust on behalf of the Successor Portfolios shall have
received opinions from Goodwin, Procter & Hoar LLP regarding certain tax matters
in connection with the Reorganization; and
(vi) A vote approving this Agreement shall have been adopted by
at least a majority of the outstanding shares of each Predecessor Portfolio, all
classes voting together, entitled to vote at a special meeting of shareholders
of each such Predecessor Portfolio duly called for such purpose (the "Special
Meeting").
5. EXPENSES
5.1 The Successor Trust and the Predecessor Trust each represents and
warrants to the other that there are no brokers or finders entitled to receive
any payments in connection with the transactions provided for herein.
5.2 All of the costs of solicitation of proxies, including the cost of
the proxy solicitation firm, printing and mailing costs, shall be borne by the
Successor Portfolio. All of the remaining expenses and costs of the
Reorganization and the transactions contemplated thereby shall be borne by
Phoenix Investment Partners, Ltd.
6. ENTIRE AGREEMENT
The Successor Trust and the Predecessor Trust 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.
7. 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, 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. In the event of any such termination, there shall be no liability
for damages on the part of either the Successor Trust or the Predecessor Trust,
or their respective Trustees or officers, to the other party.
8. 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
Predecessor Trust and the Successor Trust; provided, however, that following the
meeting of the Current Shareholders called by the Predecessor Trust pursuant to
paragraph 4.1(vi) of this Agreement, no such amendment may have the effect of
changing the provisions for determining the number of New Shares to be issued to
the Current Shareholders under this Agreement to the detriment of such
shareholders without their further approval.
9. 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 parties hereto at their
principal place of business.
10. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY
10.1 The Article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
10.2 This Agreement may be executed in any number of counterparts each
of which shall be deemed an original.
10.3 This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
10.4 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.
10.5 It is expressly agreed that the obligations of the Predecessor
Trust hereunder shall not be binding upon any of the trustees, shareholders,
nominees, officers, agents, or employees of the Predecessor Trust personally,
but shall bind only the trust property of the Predecessor Trust, as provided in
the Declaration of Trust of the Predecessor Trust. The execution and delivery by
such officers of the Predecessor Trust 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 Predecessor Trust as provided in
the Declaration of Trust of the Predecessor Trust. The Predecessor Trust is a
series company with multiple series, Phoenix Duff & Phelps Institutional Growth
Stock Portfolio and Phoenix Duff & Phelps Institutional Managed Bond Portfolio
and has entered into this Agreement on behalf of the Predecessor Portfolios.
With respect to any obligation of the Predecessor Trust arising hereunder, the
Successor Trust and the Successor Portfolios shall look for payment or
satisfaction of such obligations solely to the assets and property of the
corresponding Predecessor Portfolios.
A-4
<PAGE>
10.6 It is expressly agreed that the obligations of the Successor Trust
hereunder shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents or employees of the Successor Trust personally, but shall bind
only the trust property of the Successor Trust, as provided in the Declaration
of Trust of the Successor Trust. The execution and delivery by such officers of
the Successor Trust 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 Successor Trust as provided in the
Declaration of Trust of the Successor Trust. The Successor Trust is a series
company with multiple series, Phoenix Duff & Phelps Institutional Growth Stock
Portfolio and Phoenix Duff & Phelps Institutional Managed Bond Portfolio and has
entered into this Agreement on behalf of the Successor Portfolios. With respect
to any obligation of the Successor Trust arising hereunder, the Predecessor
Portfolios and the Predecessor Trust shall look for payment or satisfaction of
such obligations solely to the assets and property of the corresponding
Successor Portfolios.
10.7 The sole remedy of a party hereto for a breach of any representation
or warranty made in this Agreement by the other party shall be an election by
the non-breaching party not to complete the transactions contemplated herein.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by its President or Vice President.
<TABLE>
<CAPTION>
<S> <C>
ATTEST PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS, a
Massachusetts business trust
_____________________________ By: ___________________________________________
Name: Name:
Title: Title:
ATTEST PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS, a
Delaware business trust
______________________________ By: __________________________________________
Name: Name:
Title: Title:
</TABLE>
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<PAGE>
PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 12, 2000
PHOENIX DUFF & PHELPS INSTITUTIONAL GROWTH STOCK PORTFOLIO
PROXY
The undersigned shareholder of Phoenix Duff & Phelps Institutional
Growth Stock Portfolio (the "Portfolio"), a series of Phoenix Duff & Phelps
Institutional Mutual Funds (the "Fund"), revoking any and all previous proxies
heretofore given for shares of the Portfolio held by the undersigned, hereby
constitutes Philip R. McLoughlin and Pamela S. Sinofsky, 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 Portfolio to be held on October 12, 2000 at the offices of the Fund, 101
Munson Street, Greenfield, Massachusetts, and at any and all adjournments
thereof, with respect to all shares of the Portfolio 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. Any proxies heretofore given by the
undersigned with respect to said meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date,
please return this proxy in the enclosed self-addressed, postage-paid envelope.
In the alternative, you may vote by telephone by calling toll-free
1-877-779-8683 and following the recorded instructions. Prompt voting by
shareholders will avoid the costs associated with further solicitation.
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" THE PROPOSAL
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
VOTE ON PROPOSAL
1. REORGANIZATION OF FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C>
To approve an Agreement and Plan of
Reorganization which provides for the For Against Abstain
reorganization of Phoenix Duff & Phelps [ ] [ ] [ ]
Institutional Mutual Funds as a Delaware
business trust
</TABLE>
2. TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
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(S). 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 THE SHAREHOLDERS.
----------------------------------- ------- ---------------------------- -------
----------------------------------- ------- ---------------------------- -------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
<PAGE>
PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 12, 2000
PHOENIX DUFF & PHELPS INSTITUTIONAL MANAGED BOND PORTFOLIO
PROXY
The undersigned shareholder of Phoenix Duff & Phelps Institutional
Managed Bond Portfolio (the "Portfolio"), a series of Phoenix Duff & Phelps
Institutional Mutual Funds (the "Fund"), revoking any and all previous proxies
heretofore given for shares of the Portfolio held by the undersigned, hereby
constitutes Philip R. McLoughlin and Pamela S. Sinofsky, 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 Portfolio to be held on October 12, 2000 at the offices of the Fund, 101
Munson Street, Greenfield, Massachusetts, and at any and all adjournments
thereof, with respect to all shares of the Portfolio 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. Any proxies heretofore given by the
undersigned with respect to said meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date,
please return this proxy in the enclosed self-addressed, postage-paid envelope.
In the alternative, you may vote by telephone by calling toll-free
1-877-779-8683 and following the recorded instructions. Prompt voting by
shareholders will avoid the costs associated with further solicitation.
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" THE PROPOSAL
<PAGE>
ACCOUNT NUMBER:
SHARES:
CONTROL NO.:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
VOTE ON PROPOSAL
2. REORGANIZATION OF FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C>
To approve an Agreement and Plan of
Reorganization which provides for the For Against Abstain
reorganization of Phoenix Duff & Phelps [ ] [ ] [ ]
Institutional Mutual Funds as a Delaware
business trust
</TABLE>
2. TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
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(S). 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 THE SHAREHOLDERS.
----------------------------------- ------- ---------------------------- -------
----------------------------------- ------- ---------------------------- -------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
