PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS, 485BPOS, 1998-04-28

PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
485BPOS, 1998-04-28

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As filed with the Securities and Exchange Commission on April 28, 1998
Registration No. 811-9140
File No. 33-80057
================================================================================
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
-------------
FORM N-1A
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 9 [X]
and/or

REGISTRATION STATEMENT
Under the
INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 11 [X]
(Check appropriate box or boxes.)

-------------

Phoenix Duff & Phelps Institutional Mutual Funds
(Exact Name of Registrant as Specified in Charter)

-------------

101 Munson Street, Greenfield, MA 01301
(Address of Principal Executive Offices) (Zip Code)

(800) 814-1897
(Registrant's Telephone Number, including Area Code)

-------------

Thomas N. Steenburg

Vice President, Counsel and Secretary

Phoenix Duff & Phelps Corporation
56 Prospect Street
Hartford, Connecticut 06115
(Name and Address of Agent for Service)

-------------

It is proposed that this filing will become effective (check
appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)

[X] on April 30, 1998 pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date
for a previously filed effective amendment.

- --------------------------------------------------------------------------------
================================================================================

<PAGE>

This Registration Statement contains three prospectuses and three Statements of
Additional Information.
These are identified as Version A, B and C of each.

PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS

(Version A and B)

Cross Reference Sheet Pursuant to Rule 495
Under the Securities Act of 1933

PART A

Information Required in Prospectus

<TABLE>
<CAPTION>
Item Number Caption
- ------------- -----------------------------------------------
<S> <C> <C>
1. Cover Page .................................... Cover Page
2. Synopsis ...................................... Introduction; Fund Expenses
3. Condensed Financial Information ............... Financial Highlights
4. General Description of Registrant ............. Introduction; Management of the Trust
5. Management of the Fund ........................ Management of the Trust
5A. Management's Discussion of Fund
Performance ................................... Performance Information
6. Capital Stock and Other Securities ............ Management of the Trust; Portfolio Turnover;
Dividends, Distributions and Taxes; Additional
Information
7. Purchase of Securities Being Offered .......... How to Buy Shares; Net Asset Value;
Distribution Plan; How to Redeem Shares
8. Redemption or Repurchase ...................... How to Buy Shares; How to Redeem Shares
9. Pending Legal Proceedings ..................... Not Applicable
</TABLE>

PART B

Information required in Statement of Additional Information

<TABLE>
<CAPTION>
Item Number Caption
- ------------- -----------------------------------------------------
<S> <C> <C>
10. Cover Page ...................................... Cover Page
11. Table of Contents ............................... Table of Contents
12. General Information and History ................. The Trust
13. Investment Objectives and Policies .............. Investment Objectives and Policies; Investment
Restrictions; Investment Techniques; Portfolio
Turnover
14. Management of the Registrant .................... Trustees and Officers
15. Control Persons and Principal Holders
of Securities ................................... Trustees and Officers
16. Investment Advisory and Other Services .......... Trustees and Officers; The Investment Adviser;
The Distributor; Distribution Plan
17. Brokerage Allocation ............................ Brokerage Allocation
18. Capital Stock and Other Securities .............. Purchase of Shares
19. Purchase, Redemption and Pricing of
Securities Being Offered ........................ Determination of Net Asset Value; Purchase of Shares
20. Tax Status ...................................... Dividends, Distributions and Taxes
21. Underwriter ..................................... The Distributor; Distribution Plan
22. Calculation of Performance Data ................. Performance Information
23. Financial Statements ............................ Financial Statements
</TABLE>

<PAGE>

PART C

The information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.

The following pages from Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A filed via EDGAR with the Securities and
Exchange Commission on March 30, 1998 are incorporated herein by reference
thereto:

Part A

Version C Cross Reference Sheet to items required by Rule 495(a)
Version C Prospectus pages 1 through 16

Part B

Version A Statement of Additional Information pages 1 through 19
December 31, 1997 Annual Report

<PAGE>

PHOENIX
FUNDS

PROSPECTUS
MAY 1, 1998

Phoenix Duff & Phelps
Institutional Mutual Funds

o BALANCED PORTFOLIO
o MANAGED BOND PORTFOLIO
o ENHANCED RESERVES PORTFOLIO
o GROWTH STOCK PORTFOLIO
o MONEY MARKET PORTFOLIO
o U.S. GOVERNMENT SECURITIES PORTFOLIO

[PHOENIX
DUFF&PHELPS LOGO]

<PAGE>

PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
101 Munson Street
Greenfield, MA 01301
(800) 814-1897

PROSPECTUS

May 1, 1998

Phoenix Duff & Phelps Institutional Balanced Portfolio ("Balanced
Portfolio") seeks as its investment objectives long-term capital growth,
reasonable income and conservation of capital. It is intended that this
Portfolio will invest in common stocks and fixed income securities, with
emphasis on income-producing securities which appear to the Adviser to have
potential for capital appreciation.

Phoenix Duff & Phelps Institutional Managed Bond Portfolio ("Managed Bond
Portfolio") seeks as its investment objective high current income and
appreciation of capital, consistent with prudent investment risk. It is
intended that this Portfolio will invest primarily in a diversified portfolio
of investment grade fixed income securities.

Phoenix Duff & Phelps Institutional Enhanced Reserves Portfolio ("Enhanced
Reserves Portfolio") seeks as its investment objective high current income
consistent with preservation of capital. It is intended that the Portfolio will
invest primarily in U.S. government securities and high grade corporate debt
obligations.

Phoenix Duff & Phelps Institutional Growth Stock Portfolio ("Growth
Portfolio") seeks as its investment objective long-term appreciation of
capital. Since income is not an objective, any income generated by the
investment of this Portfolio's assets will be incidental to its objective. It
is intended that this Portfolio will invest primarily in the common stocks
which have potential for capital appreciation.

Phoenix Duff & Phelps Institutional Money Market Portfolio ("Money Market
Portfolio") seeks as its investment objective as high a level of current income
as is consistent with the preservation of capital and the maintenance of
liquidity. It is intended that this Portfolio will invest solely in a portfolio
of high-quality money market instruments maturing in less than 397 days. An
investment in the Portfolio is neither insured nor guaranteed by the U.S.
Government and there can be no assurance that the fund will be able to maintain
a stable net asset value of $1.00 per share.

Phoenix Duff & Phelps Institutional U.S. Government Securities
Portfolio ("U.S. Government Securities Portfolio") seeks as its investment
objective a high level of current income consistent with safety of principal.
It is intended that this Portfolio will invest primarily in a diversified
portfolio of securities having a weighted average duration generally not to
exceed approximately three years. The securities will be issued or guaranteed
by the U.S. Government or its agencies and backed by the full faith and credit
of the U.S. Government or supported by the ability to borrow from the U.S.
Treasury or by the credit of an agency or otherwise supported by the U.S.
Government.

Phoenix Duff & Phelps Institutional Mutual Funds (the "Fund") is a
diversified, open-end management investment company whose shares are presently
offered in eight separate portfolios, six of which are offered by this
Prospectus. Each portfolio generally operates as a separate fund with its own
investment objectives and policies designed to meet its specific investment
goals.

This Prospectus sets forth concisely the information about the Fund that a
prospective investor should know before investing. No dealer, salesperson or
other person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, and, if given
or made, such other information or representations must not be relied upon as
having been authorized by the Fund, Adviser or Distributor. This Prospectus
does not constitute an offer to sell or solicitation of an offer to buy any of
the securities offered hereby in any state in which or to any person whom it is
unlawful to make such offer. Investors should read and retain this Prospectus
for future reference. Additional information about the Fund is contained in the
Statement of Additional Information dated May 1, 1998 which has been filed with
the Securities and Exchange Commission (the "Commission") and is available at
no charge by calling (800) 814-1897 or by writing to Phoenix Equity Planning
Corporation, at 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield,
Connecticut 06083-2200. The Statement of Additional Information is incorporated
herein by reference.

The Commission maintains a web site (http://www.sec.gov) that contains
this Prospectus, the Statement of Additional Information, material incorporated
by reference, and other information regarding registrants that file
electronically with the Commission.

Shares of the Fund are not deposits or obligations of, or guaranteed or
endorsed by, any bank, credit union, or affiliated entity and are not federally
insured or otherwise protected by the Federal Deposit Insurance Corporation
(FDIC), the Federal Reserve Board or any other agency, and involve investment
risk, including possible loss of principal.

- --------------------------------------------------------------------------------
LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION,
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
-----
<S> <C>
INTRODUCTION .................................................................. 3
FUND EXPENSES ................................................................. 4
FINANCIAL HIGHLIGHTS .......................................................... 6
PERFORMANCE INFORMATION ....................................................... 10
INVESTMENT OBJECTIVES AND POLICIES ............................................ 11
PHOENIX DUFF & PHELPS INSTITUTIONAL BALANCED PORTFOLIO ....................... 11
PHOENIX DUFF & PHELPS INSTITUTIONAL MANAGED BOND PORTFOLIO ................... 11
PHOENIX DUFF & PHELPS INSTITUTIONAL ENHANCED RESERVES PORTFOLIO .............. 12
PHOENIX DUFF & PHELPS INSTITUTIONAL GROWTH STOCK PORTFOLIO ................... 12
PHOENIX DUFF & PHELPS INSTITUTIONAL MONEY MARKET PORTFOLIO ................... 13
PHOENIX DUFF & PHELPS INSTITUTIONAL U.S. GOVERNMENT SECURITIES PORTFOLIO ..... 13
INVESTMENT TECHNIQUES AND RELATED RISKS ....................................... 13
INVESTMENT RESTRICTIONS ....................................................... 17
MANAGEMENT OF THE FUND ........................................................ 17
DISTRIBUTION PLAN ............................................................. 19
HOW TO BUY SHARES ............................................................. 19
NET ASSET VALUE ............................................................... 21
HOW TO REDEEM SHARES .......................................................... 21
DIVIDENDS, DISTRIBUTIONS AND TAXES ............................................ 23
ADDITIONAL INFORMATION ........................................................ 24
APPENDIX ...................................................................... 25
</TABLE>

2
<PAGE>

INTRODUCTION

This Prospectus describes certain shares offered by and the operations of
Phoenix Duff & Phelps Institutional Mutual Funds (the "Fund"). The Fund is a
diversified, open-end management investment company established as a
Massachusetts business trust pursuant to an Agreement and Declaration of Trust
dated December 4, 1995, as amended from time to time. The Fund presently
consists of eight separate portfolios (the "Portfolios") six of which are
offered by this Prospectus. Each Portfolio has a different investment objective
and invests primarily in certain types of securities and is designed to meet
different investment needs.

The Investment Advisers

Phoenix Investment Counsel, Inc. ("PIC") serves as investment adviser to
the Balanced, Managed Bond, Growth, Money Market, and U.S. Government
Securities Portfolios. PIC is a subsidiary of Phoenix Duff & Phelps Corporation
and an indirect subsidiary of Phoenix Home Life Mutual Insurance Company. For
managing, or directing the investments of the specified Portfolios, PIC is
entitled to fees as set forth under "The Advisers." Duff & Phelps Investment
Management Co. ("DPIM") serves as investment adviser to the Enhanced Reserves
Portfolio and is entitled to fees as set forth under "The Advisers." DPIM is a
subsidiary of Phoenix Duff & Phelps Corporation. PIC and DPIM are sometimes
collectively referred to as the "Adviser." The Adviser has agreed to reimburse
the Fund for certain expenses as described under "Management of the Fund."

The Distributor and Distribution Plan

Phoenix Equity Planning Corporation ("Equity Planning" or "Distributor"),
serves as national distributor of the Fund's shares. See "Distribution Plan"
and the Statement of Additional Information. Equity Planning also acts as
financial agent and the Fund's transfer agent (the "Transfer Agent"). See "The
Financial Agent" and "The Custodian and Transfer Agent."

The Fund has adopted a distribution plan for Class Y Shares pursuant to
Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940
Act"). The distribution plan adopted for Class Y Shares provides that the Fund
will pay the Distributor at an annual rate of 0.25% of the Fund's average daily
Class Y Share net assets for expenses incurred in connection with furnishing
shareholder services and maintaining shareholder accounts. See "Distribution
Plan."

Purchase of Shares

Each Portfolio is currently authorized to offer two classes of shares on a
continuous basis. Class X Shares are available to Plans (as hereafter defined)
and institutional investors which initially purchase Class X Shares whose net
asset value exceeds $5 million. Class Y Shares are offered to Plans and
institutional investors which initially purchase Class Y Shares whose net asset
value exceeds $1 million. The minimum subsequent investment for each class is
$100. "Plans" are defined as corporate, public, union and governmental pension
plans. Shares of each class represent an identical interest in the investment
portfolio of a Portfolio, and generally have the same rights except that Class
Y Shares bear the cost of higher distribution fees which cause the Class Y
Shares to have a higher expense ratio and to receive lower dividends than Class
X Shares. See "How To Buy Shares."

Redemption of Shares

Shares may be redeemed at any time at the net asset value per share next
computed after receipt of a redemption request by the Transfer Agent. See "How
to Redeem Shares."

Risk Factors

There can be no assurance that any Portfolio will achieve its respective
investment objectives. In addition, special risks may be presented by the
particular types of securities in which a Portfolio may invest. To the extent
that a Portfolio invests in lower rated securities ("junk bonds"), such an
investment is speculative and involves risks not associated with investment in
higher-rated securities, including overall greater risk of non-payment of
interest and principal and potentially greater sensitivity to general economic
conditions and changes in interest rates. As a result of a Portfolio's
investment in the stock market, net asset values of such Portfolio will
fluctuate in response to changes in the market and economic conditions, as well
as the financial condition and prospects of issuers in which such Portfolio
invests. Certain Portfolios may invest in options, foreign securities, and
financial futures and related options. The risk factors relevant to investment
in each Portfolio should be reviewed and are set forth in the "Investment
Objectives and Policies" and "Investment Techniques and Related Risks" sections
of this Prospectus and Statement of Additional Information.

3
<PAGE>

FUND EXPENSES

The following tables illustrate all expenses and fees that a shareholder
will incur. The expenses and fees set forth in these tables are for the fiscal
year ended December 31, 1997 (except as indicated below).

<TABLE>
<CAPTION>
Class X Shares
-------------------------------
Managed
Balanced Bond
Portfolio Portfolio
--------------- ---------------
<S> <C> <C>
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) None None
Maximum Sales Load Imposed on Reinvested Dividends None None
Deferred Sales Load None None
Redemption Fees None None
Exchange Fee None None
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees 0.55% 0.45%
12b-1 Fees None None
Other Operating Expenses (After Reimbursement) 0.10%(a) 0.10%(a)
---- ----
Total Fund Operating Expenses 0.65% 0.55%
==== ====

<CAPTION>
Class X Shares
---------------------------------------------------------------
Enhanced Money U.S. Gov't
Reserves Growth Market Securities
Portfolio Portfolio Portfolio Portfolio
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) None None None None
Maximum Sales Load Imposed on Reinvested Dividends None None None None
Deferred Sales Load None None None None
Redemption Fees None None None None
Exchange Fee None None None None
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees 0.24% 0.60% 0.25% 0.30%
12b-1 Fees None None None None
Other Operating Expenses (After Reimbursement) 0.16%(b) 0.10%(a) 0.10%(a) 0.10%(a)
---- ---- ---- ----
Total Fund Operating Expenses 0.40% 0.70% 0.35% 0.40%
==== ==== ==== ====
</TABLE>

- -----------

(a) Phoenix Investment Counsel, Inc. has voluntarily agreed to reimburse or
waive Total Fund Operating Expenses of Class X Shares of each Portfolio
(other than the Enhanced Reserves Portfolio), excluding interest, taxes,
brokerage fees, commissions and extraordinary expenses, until December 31,
2001, to the extent that such expenses exceed: 0.65% of the average annual
net asset values of the Balanced Portfolio; 0.55% of the average annual
net asset values of the Managed Bond Portfolio; 0.70% of the average
annual net asset values of the Growth Portfolio; 0.35% of the average
annual net asset values of the Money Market Portfolio; and 0.40% of the
average annual net asset values of the U.S. Government Securities
Portfolio. Total Fund Operating Expenses for the fiscal year ended
December 31, 1997 would have been 1.19%, 0.77%, 0.87%, 1.75% and 2.66% for
the Balanced, Managed Bond, Growth, Money Market and U.S. Government
Securities Portfolios, respectively, absent such reimbursement or waiver.
Other Operating Expenses for the fiscal year ended December 31, 1997 would
have been 0.64%, 0.32%, 0.27%, 1.50% and 2.36% for the Balanced, Managed
Bond, Growth, Money Market and U.S. Government Securities Portfolios,
respectively, absent such reimbursement or waiver.

(b) Other Operating Expenses have been restated due to the fact that Duff &
Phelps Investment Management Co. has voluntarily agreed to reimburse or
waive Total Fund Operating Expenses of Class X Shares of the Enhanced
Reserves Portfolio, excluding interest, taxes, brokerage fees, commissions
and extraordinary expenses, until December 31, 1998, to the extent that
such expenses exceed 0.40% of the average annual net asset values. Total
Fund Operating Expenses for the Enhanced Reserves Portfolio for the fiscal
year ended December 31, 1997 would have been 0.50% absent such
reimbursement or waiver. Other Operating Expenses for the Enhanced
Reserves Portfolio for the fiscal year ended December 31, 1997 would have
been 0.26% absent such reimbursement or waiver.

<TABLE>
<CAPTION>
Class Y Shares
-------------------------------
Managed
Balanced Bond
Portfolio Portfolio
--------------- ---------------
<S> <C> <C>
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) None None
Maximum Sales Load Imposed on Reinvested Dividends None None
Deferred Sales Load None None
Redemption Fees None None
Exchange Fee None None
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees 0.55% 0.45%
12b-1 Fees (c) 0.25% 0.25%
Other Operating Expenses (After Reimbursement) 0.10%(a) 0.10%(a)
---- ----
Total Fund Operating Expenses 0.90% 0.80%
==== ====

<CAPTION>
Class Y Shares
---------------------------------------------------------------
Enhanced Money U.S. Gov't
Reserves Growth Market Securities
Portfolio Portfolio Portfolio Portfolio
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) None None None None
Maximum Sales Load Imposed on Reinvested Dividends None None None None
Deferred Sales Load None None None None
Redemption Fees None None None None
Exchange Fee None None None None
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees 0.24% 0.60% 0.25% 0.30%
12b-1 Fees (c) 0.25% 0.25% 0.25% 0.25%
Other Operating Expenses (After Reimbursement) 0.16%(b) 0.10%(a) 0.10%(a) 0.10%(a)
---- ---- ---- ----
Total Fund Operating Expenses 0.65% 0.95% 0.60% 0.65%
==== ==== ==== ====
</TABLE>

- -----------

(a) Phoenix Investment Counsel, Inc. has voluntarily agreed to reimburse or
waive Total Fund Operating Expenses of Class Y Shares of each Portfolio
(other than the Enhanced Reserves Portfolio), excluding interest, taxes,
brokerage fees, commissions and extraordinary expenses, until December 31,
2001, to the extent that such expenses exceed: 0.90% of the average annual
net asset values of the Balanced Portfolio; 0.80% of the average annual
net asset values of the Managed Bond Portfolio; 0.95% of the average
annual net asset values of the Growth Portfolio; 0.60% of the average
annual net asset values of the Money Market Portfolio; and 0.65% of the
average annual net asset values of the U.S. Government Securities
Portfolio. Total Fund Operating Expenses for the fiscal year ended
December 31, 1997 would have been 1.44%, 1.02%, 1.12%, 2.00% and 2.91% for
the Balanced, Managed Bond, Growth, Money Market and U.S. Government
Securities Portfolios, respectively, absent such reimbursement or waiver.
Other Operating Expenses for the fiscal year ended December 31, 1997 would
have been 0.64%, 0.32%, 0.27%, 1.50% and 2.36% for the Balanced, Managed
Bond, Growth, Money Market and U.S. Government Securities Portfolios,
respectively, absent such reimbursement or waiver.

4
<PAGE>

(b) Other Operating Expenses have been restated due to the fact that Duff &
Phelps Investment Management Co. has voluntarily agreed to reimburse or
waive Total Fund Operating Expenses of Class Y Shares of the Enhanced
Reserves Portfolio, excluding interest, taxes, brokerage fees, commissions
and extraordinary expenses, until December 31, 1998, to the extent that
such expenses exceed 0.65% of the average annual net asset values. Total
Fund Operating Expenses for the Enhanced Reserves Portfolio for the fiscal
year ended December 31, 1997 would have been 0.75% absent such
reimbursement or waiver. Other Operating Expenses for the Enhanced
Reserves Portfolio for the fiscal year ended December 31, 1997 would have
been 0.26% absent such reimbursement or waiver.

(c) Long-term shareholders may pay more in Rule 12b-1 fees than the equivalent
of the maximum front-end sales charges otherwise permitted by the National
Association of Securities Dealers, Inc.

<TABLE>
<CAPTION>
Cumulative Expenses
Paid for the Period
Example* 1 year 3 years 5 years 10 years
- ------------------------------------------------------------- -------- --------- --------- ---------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $1,000
investment assuming (1) 5% annual return and (2) redemption
at the end of each time period:
Balanced Portfolio
Class X Shares $ 7 $21 $36 $ 81
Class Y Shares 9 29 50 111
Managed Bond Portfolio
Class X Shares 6 18 31 69
Class Y Shares 8 26 44 99
Enhanced Reserves Portfolio
Class X Shares 4 13 22 51
Class Y Shares 7 20 36 80
Growth Portfolio
Class X Shares 7 22 39 87
Class Y Shares 10 30 53 117
Money Market Portfolio
Class X Shares 4 11 20 44
Class Y Shares 6 19 33 75
U.S. Government Securities Portfolio
Class X Shares 4 13 22 51
Class Y Shares 7 21 36 81
</TABLE>

* The purpose of the table above is to help the investor understand the various
costs and expenses that the investor will bear directly or indirectly. The
example should not be considered a representation of past or future expenses.
Actual expenses may be greater or less than those shown. For additional
information regarding various costs and expenses, see "Management of the
Fund," and "How to Buy Shares."

5
<PAGE>

FINANCIAL HIGHLIGHTS

The following table sets forth certain financial information for the
respective fiscal years of the Fund. The financial information has been audited
by Price Waterhouse LLP, independent accountants. Their opinion and the Fund's
financial statements and notes thereto are incorporated by reference in the
Statement of Additional Information. The Statement of Additional Information
and the Fund's most recent Annual Report (containing the Report of Independent
Accountants and additional information relating to Fund performance) are
available at no charge upon request by calling (800) 243-4361.

FINANCIAL HIGHLIGHTS

(Selected data for a share outstanding throughout the indicated period)
- --------------------------------------------------------------------------------

Institutional Balanced Portfolio

<TABLE>
<CAPTION>
Class X Class Y
--------------------------------------- --------------------------------------
From Inception From Inception
Year Ended 3/1/96 to Year Ended 3/1/96 to
12/31/97 12/31/96 12/31/97 12/31/96
---------------------- ---------------- ---------------------- ---------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period .......... $18.15 $17.90 $18.15 $17.90
Income from investment operations
Net investment income ........................ 0.54(4)(6) 0.51(4) 0.49(5)(6) 0.46(5)
Net realized and unrealized gain ............. 2.70 1.17 2.70 1.18
------ ------ ------ ------
Total from investment operations ............ 3.24 1.68 3.19 1.64
------ ------ ------ ------
Less distributions
Dividends from net investment income ......... (0.65) (0.49) (0.59) (0.45)
Dividends from net realized gains ............ (4.56) (0.94) (4.56) (0.94)
In excess of net investment income ........... (0.01) -- (0.01) --
------ ------ ------ ------
Total distributions ......................... (5.22) (1.43) (5.16) (1.39)
------ ------ ------ ------
Change in net asset value ..................... (1.98) 0.25 (1.97) 0.25
------ ------ ------ ------
Net asset value, end of period ................ $16.17 $18.15 $16.18 $18.15
====== ====== ====== ======
Total return .................................. 18.80% 9.43%(2) 18.50% 9.20%(2)
Ratios/supplemental data:
Net assets, end of period (thousands) ......... $23,528 $37,147 $6,258 $12,010
Ratio to average net assets of:
Operating expenses ........................... 0.65% 0.65%(1) 0.90% 0.90%(1)
Net investment income ........................ 2.87% 3.02%(1) 2.62% 2.78%(1)
Portfolio turnover ............................ 214% 209%(2) 214% 209%(2)
Average commission rate paid(3) ............... $0.0517 $0.0630 $0.0517 $0.0630
</TABLE>

(1) Annualized.
(2) Not annualized.
(3) A fund is required to disclose its average commission rate per share for
securities trades on which commissions are charged. This rate generally
does not reflect mark-ups, mark-downs, or spreads on shares traded on a
principal basis.
(4) Includes reimbursement of operating expenses by investment adviser of $0.10
and $0.06, respectively.
(5) Includes reimbursement of operating expenses by investment adviser of $0.10
and $0.06, respectively.
(6) Computed using average shares outstanding.

6
<PAGE>

Institutional Managed Bond Portfolio

<TABLE>
<CAPTION>
Class X
---------------------------------------------
From Inception
Year Ended 3/1/96 to
12/31/97 12/31/96
---------------------- ----------------------
<S> <C> <C>
Net asset value, beginning of period .......... $33.98 $33.84
Income from investment operations
Net investment income ........................ 2.37(3)(5) 2.03(3)(5)
Net realized and unrealized gain ............. 0.85 0.69
------ ------
Total from investment operations ............ 3.22 2.72
------ ------
Less distributions
Dividends from net investment income ......... (2.42) (1.96)
Dividends from net realized gains ............ (1.43) (0.61)
In excess of net investment income ........... (0.18) (0.01)
------ ------
Total distributions ......................... (4.03) (2.58)
------ ------
Change in net asset value ..................... (0.81) 0.14
------ ------
Net asset value, end of period ................ $33.17 $33.98
====== ======
Total return .................................. 9.75% 8.24%(2)
Ratios/supplemental data:
Net assets, end of period (thousands) ......... $72,747 $71,482
Ratio to average net assets of:
Operating expenses ........................... 0.55% 0.55%(1)
Net investment income ........................ 6.92% 7.15%(1)
Portfolio turnover ............................ 176% 199%(2)

<CAPTION>
Class Y
---------------------------------------------
From Inception
Year Ended 3/1/96 to
12/31/97 12/31/96
---------------------- ----------------------
<S> <C> <C>
Net asset value, beginning of period .......... $33.97 $33.84
Income from investment operations
Net investment income ........................ 2.27(4)(5) 1.98(4)(5)
Net realized and unrealized gain ............. 0.88 0.66
------ ------
Total from investment operations ............ 3.15 2.64
------ ------
Less distributions
Dividends from net investment income ......... (2.33) (1.89)
Dividends from net realized gains ............ (1.43) (0.61)
In excess of net investment income ........... (0.18) (0.01)
------ ------
Total distributions ......................... (3.94) (2.51)
------ ------
Change in net asset value ..................... (0.79) 0.13
------ ------
Net asset value, end of period ................ $33.18 $33.97
------ ------
Total return .................................. 9.52% 7.98%(2)
Ratios/supplemental data:
Net assets, end of period (thousands) ......... $6,725 $7,010
Ratio to average net assets of:
Operating expenses ........................... 0.80% 0.80%(1)
Net investment income ........................ 6.65% 6.91%(1)
Portfolio turnover ............................ 176% 199%(2)
</TABLE>

- -----------
(1) Annualized.
(2) Not annualized.
(3) Includes reimbursement of operating expenses by investment adviser of $0.08
and $0.09 per share, respectively.
(4) Includes reimbursement of operating expenses by investment adviser of $0.08
and $0.09 per share, respectively.
(5) Computed using average shares outstanding.

Institutional Enhanced Reserves Portfolio

<TABLE>
<CAPTION>
Class X Class Y
--------------------------------------- -------------------------------------
From Inception From Inception
Year Ended 7/19/96 to Year Ended 11/1/96 to
12/31/97 12/31/96 12/31/97 12/31/96
--------------------- ----------------- --------------------- ---------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period ............. $9.95 $9.95 $9.95 $9.97
Income from investment operations(5)
Net investment income ........................... 0.58(3)(6) 0.26(3) 0.56(4)(6) 0.09(4)
Net realized and unrealized gain (loss) ......... -- -- -- (0.02)
----- ----- ----- -----
Total from investment operations ............... 0.58 0.26 0.56 0.07
----- ----- ----- -----
Less distributions
Dividends from net investment income ............ (0.58) (0.26) (0.56) (0.09)
----- ----- ----- -----
Total distributions ............................ (0.58) (0.26) (0.56) (0.09)
----- ----- ----- -----
Change in net asset value ........................ -- -- -- (0.02)
----- ----- ----- -----
Net asset value, end of period ................... $9.95 $9.95 $9.95 $9.95
===== ===== ===== =====
Total return ..................................... 6.03% 2.57%(2) 5.75% 0.71%(2)
Ratios/supplemental data: ........................
Net assets, end of period (thousands) ............ $75,269 $122,010 $2,014 $1,504
Ratio to average net assets of:
Operating expenses .............................. 0.34% 0.34%(1) 0.59% 0.59%(1)
Net investment income ........................... 5.84% 5.68%(1) 5.59% 5.58%(1)
Portfolio turnover ............................... 177% 122%(2) 177% 122%(2)
</TABLE>

(1) Annualized.
(2) Not annualized.
(3) Includes reimbursement of operating expenses by investment adviser of $0.02
and less than $0.01, respectively.
(4) Includes reimbursement of operating expenses by investment adviser of $0.02
and less than $0.01, respectively.
(5) Distributions are made in accordance with the prospectus; however, class
level per share income from investment operations may vary from
anticipated results depending on the timing of share purchases and
redemptions.
(6) Computed using average shares outstanding.

7
<PAGE>

Institutional Growth Stock Portfolio

<TABLE>
<CAPTION>
Class X Class Y
--------------------------------------- --------------------------------------
From Inception From Inception
Year Ended 3/1/96 to Year Ended 3/1/96 to
12/31/97 12/31/96 12/31/97 12/31/96
---------------------- ---------------- ---------------------- ---------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period .......... $47.42 $48.01 $47.43 $48.01
Income from investment operations(6)
Net investment income ........................ 0.31(4)(7) 0.34(4) 0.18(5)(7) 0.18(5)
Net realized and unrealized gain ............. 10.60 4.89 10.59 4.95
------ ------ ------ ------
Total from investment operations ............ 10.91 5.23 10.77 5.13
------ ------ ------ ------
Less distributions
Dividends from net investment income ......... (0.39) (0.30) (0.31) (0.19)
Dividends from net realized gains ............ (24.07)(8) (5.52) (24.02)(8) (5.52)
In excess of net investment income ........... (0.02) -- (0.01) --
------ ------ ------ ------
Total distributions ......................... (24.48) (5.82) (24.34) (5.71)
------ ------ ------ ------
Change in net asset value ..................... (13.57) (0.59) (13.57) (0.58)
------ ------ ------ ------
Net asset value, end of period ................ $33.85 $47.42 $33.86 $47.43
====== ====== ====== ======
Total return .................................. 25.76% 10.71%(2) 25.46% 10.48%(2)
Ratios/supplemental data:
Net assets, end of period (thousands) ......... $44,350 $82,739 $17,631 $22,978
Ratio to average net assets of:
Operating expenses ........................... 0.70% 0.70%(1) 0.95% 0.95%(1)
Net investment income ........................ 0.64% 0.65%(1) 0.39% 0.39%(1)
Portfolio turnover ............................ 148% 99%(2) 148% 99%(2)
Average commission rate paid(3) ............... $0.0503 $0.0543 $0.0503 $0.0543
</TABLE>

- -----------
(1) Annualized.
(2) Not annualized.
(3) A fund is required to disclose its average commission rate per share for
securities trades on which commissions are charged. This rate generally
does not reflect mark-ups, mark-downs, or spreads on shares traded on a
principal basis.
(4) Includes reimbursement of operating expenses by investment adviser of $0.08
and $0.04, respectively.
(5) Includes reimbursement of operating expenses by investment adviser of $0.08
and $0.04, respectively.
(6) Distributions are made in accordance with the prospectus; however, class
level per share income from investment operations may vary from
anticipated results depending on the timing of share purchases and
redemptions.
(7) Computed using average shares outstanding.
(8) Includes amounts distributed as income and redesignated for tax purposes.

Institutional Money Market Portfolio

<TABLE>
<CAPTION>
Class X Class Y
--------------------------------- --------------------------------
From Inception From Inception
Year Ended 3/1/96 to Year Ended 3/1/96 to
12/31/97 12/31/96 12/31/97 12/31/96
-------------- ---------------- -------------- ---------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period .......... $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from investment operations
Net investment income ........................ 0.052(3) 0.043(3) 0.050(4) 0.040(4)
------ ------ ------ ------
Total from investment operations ............ 0.052 0.043 0.050 0.040
------ ------ ------ ------
Less distributions
Dividends from net investment income ......... (0.052) (0.043) (0.050) (0.040)
------ ------ ------ ------
Change in net asset value ..................... -- -- -- --
------ ------ ------ ------
Net asset value, end of period ................ $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ======
Total return .................................. 5.34% 4.34%(2) 5.08% 4.11%(2)
Ratios/supplemental data:
Net assets, end of period (thousands) ......... $8,129 $15,182 $1,722 $2,130
Ratio to average net assets of:
Operating expenses ........................... 0.35% 0.35%(1) 0.60% 0.60%(1)
Net investment income ........................ 5.20% 5.08%(1) 4.96% 4.84%(1)
</TABLE>

- -----------
(1) Annualized.
(2) Not annualized.
(3) Includes reimbursement of operating expenses by investment adviser of $0.01
and less than $0.01, respectively.
(4) Includes reimbursement of operating expenses by investment adviser of $0.01
and less than $0.01, respectively.

8
<PAGE>

Institutional U.S. Government Securities Portfolio

<TABLE>
<CAPTION>
Class X
---------------------------------------------
From Inception
Year Ended 3/1/96 to
12/31/97 12/31/96
---------------------- ----------------------
<S> <C> <C>
Net asset value, beginning of period .......... $13.15 $13.35
Income from investment operations(6)
Net investment income ........................ 0.69(3)(5) 0.62(3)(5)
Net realized and unrealized gain ............. 0.18 0.02
------ ------
Total from investment operations ............ 0.87 0.64
------ ------
Less distributions
Dividends from net investment income ......... (0.69) (0.75)
In excess of net investment income ........... (0.07) (0.09)
------ ------
Total distributions ......................... (0.76) (0.84)
------ ------
Change in net asset value ..................... 0.11 (0.20)
------ ------
Net asset value, end of period ................ $13.26 $13.15
====== ======
Total return .................................. 6.69% 4.86%(2)
Ratios/supplemental data:
Net assets, end of period (thousands) ......... $4,432 $4,734
Ratio to average net assets of:
Operating expenses ........................... 0.40% 0.40%(1)
Net investment income ........................ 5.18% 5.58%(1)
Portfolio turnover ............................ 232% 175%(2)

<CAPTION>
Class Y
---------------------------------------------
From Inception
Year Ended 3/1/96 to
12/31/97 12/31/96
---------------------- ----------------------
<S> <C> <C>
Net asset value, beginning of period .......... $13.14 $13.35
Income from investment operations(6)
Net investment income ........................ 0.65(4)(5) 0.59(4)(5)
Net realized and unrealized gain ............. 0.19 0.01
------ ------
Total from investment operations ............ 0.84 0.60
------ ------
Less distributions
Dividends from net investment income ......... (0.66) (0.73)
In excess of net investment income ........... (0.07) (0.08)
------ ------
Total distributions ......................... (0.73) (0.81)
------ ------
Change in net asset value ..................... 0.11 (0.21)
------ ------
Net asset value, end of period ................ $13.25 $13.14
====== ======
Total return .................................. 6.44% 4.56%(2)
Ratios/supplemental data:
Net assets, end of period (thousands) ......... $4,019 $3,578
Ratio to average net assets of:
Operating expenses ........................... 0.65% 0.65%(1)
Net investment income ........................ 4.92% 5.32%(1)
Portfolio turnover ............................ 232% 175%(2)
</TABLE>

- -----------
(1) Annualized.
(2) Not annualized.
(3) Includes reimbursement of operating expenses by investment adviser of $0.30
and $0.19, respectively.
(4) Includes reimbursement of operating expenses by investment adviser of $0.30
and $0.19, respectively.
(5) Computed using average shares outstanding.
(6) Distributions are made in accordance with the prospectus; however, class
level per share income from investment operations may vary from
anticipated results depending on the timing of share purchases and
redemptions.

9
<PAGE>

PERFORMANCE INFORMATION

The Fund may, from time to time, include the performance history of any or
all of the Portfolios (and each Class thereof) in advertisements, sales
literature or reports to current or prospective shareholders. Both yield and
total return figures are computed separately for Class X and Class Y Shares of
each Portfolio in accordance with formulas specified by the Securities and
Exchange Commission.

Performance data involving the Balanced, Managed Bond, Growth and U.S.
Government Portfolios is based on each such Portfolio's past performance as
separate investment accounts of Phoenix Home Life Mutual Insurance Company
prior to March 1, 1996. This performance data may be relevant as each such
separate account was managed, in all material respects, using substantially the
same investment objectives and policies as those used by such Portfolio.
Standardized average annual total return of each Class shall be calculated for
the preceding one, five and ten year periods (or since inception of the
applicable separate account if it has been in existence less than five or ten
years) by including the corresponding separate account's total return
calculated in accordance with formulas specified by the Securities and Exchange
Commission. The performance of the separate accounts has been restated to
reflect the deduction of the fees and expenses of the classes of the
corresponding Portfolio described in this Prospectus.

Performance data involving the Enhanced Reserves Portfolio is based on the
Portfolio's past performance as the Enhanced Reserves Fund (a series of Duff &
Phelps Mutual Funds) prior to July 19, 1996. On that date, the shareholders of
the Enhanced Reserves Fund approved a merger with the Phoenix Duff & Phelps
Institutional Enhanced Reserves Portfolio.

Except as above stated, standardized quotations of average annual total
return for each class of shares of each Portfolio will be expressed in terms of
the average annual compounded rate of return of a hypothetical investment in
either Class X or Class Y Shares of each Portfolio over a period of 1, 5, and
10 years (or up to the life of the class of shares). Standardized total return
quotations reflect the deduction of a proportional share of each Class's
expenses of such Portfolio (on an annual basis), and assume that all dividends
and distributions are reinvested when paid. It is expected that the performance
of Class X Shares shall be better than that of Class Y Shares as a result of
lower distribution fees and certain incrementally lower expenses paid by Class
X Shares. The Fund may also quote supplementally a rate of total return over
different periods of time by means of aggregate, average, and year-by-year or
other types of total return figures.

Performance information may be expressed as yield, effective yield and
total return of either class of the Money Market Portfolio. Current yield for
the Money Market Portfolio will be based on the income earned by the Portfolio
(or Class) over a given 7-day period (less a hypothetical charge reflecting
deductions for expenses taken during the period) and then annualized, i.e., the
income earned in the period is assumed to be earned every seven days over a
52-week period and is stated in terms of an annual percentage return on the
investment. Effective yield is calculated similarly but reflects the
compounding effect of earnings on reinvested dividends.

The yield of each Portfolio (other than the Money Market Portfolio) will
be computed by dividing the Portfolio's net investment income over a 30-day
period by an average value of invested assets (using the average number of
shares entitled to receive dividends and the maximum offering price per share
at the end of the period), all in accordance with applicable regulatory
requirements. Such amount will be compounded for six months and then annualized
for a twelve-month period to derive the Portfolio's yield for each class.

Advertisements, sales literature and other communications may contain
information about the Fund or Adviser's current investment strategies and
management style. Current strategies and style may change to respond to a
changing market and economic conditions. From time to time, the Fund may
discuss specific portfolio holdings or industries in such communications. To
illustrate components of overall performance, the Fund may separate its
cumulative and average annual returns into income results and capital gains or
losses; or cite separately as a return figure the equity or bond portion of a
Portfolio's holdings; or compare a Portfolio's equity or bond return figure to
well-known indices of market performance including but not limited to: Standard
& Poor's 500 Composite Stock Price Index (the "S&P 500"), Dow Jones Industrial
Average, Lehman Brothers Aggregate Bond Index, Lehman Brothers 1-3 year
Government Bond Index, IBC Donoghue Money Fund Report, Merrill Lynch 1 year
Treasury Bill and Salomon Brothers Corporate and Government Bond Indices.

Performance information for a Portfolio (and each Class thereof) reflects
only the performance of a hypothetical investment in a Class X Shares or Class
Y Shares of that Portfolio during the particular time period in which the
calculations are based. Performance information is not an indication of future
performance. Performance information should be considered in light of a
particular Portfolio's investment objectives and policies, characteristics and
qualities of the Portfolio, and the market conditions during the given time
period, and should not be considered as a representation of what may be
achieved in the future. Investment results will vary from those Portfolios
which previously existed as separate investment accounts particularly as such
separate investment accounts were not registered under the 1940 Act and
therefore were not subject to certain investment restrictions that are imposed
by the 1940 Act. For a description of the methods used to determine total
return, see the Statement of Additional Information.

The Fund's Annual Report, available upon request and without charge, shall
contain a discussion of the performance of each Portfolio and a comparison of
that performance to a securities market index.

10
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

Each Portfolio has a different investment objective and is designed to
meet different investment needs. The differences in objectives and policies
among the Portfolios can be expected to affect the investment return of each
Portfolio and the degree of market and financial risk to which each Portfolio
is subject. The investment objective of each Portfolio is a fundamental policy
which may not be changed without the approval of a vote of a majority of the
outstanding shares of that Portfolio. Risks are inherent in the ownership of
any security and there can be no assurance that any Portfolio will achieve its
investment objective. The investment policies of each Portfolio will also
affect the rate of portfolio turnover. A high rate of portfolio turnover
generally involves correspondingly greater brokerage commissions or transaction
costs, which are paid directly by the Portfolio. The rates of portfolio
turnover for each Portfolio are set forth under "Financial Highlights."

Phoenix Duff & Phelps Institutional Balanced Portfolio

The investment objective of the Balanced Portfolio is to seek long-term
capital growth, reasonable income and conservation of capital. The Portfolio
intends to invest based on combined considerations of risk, income, capital
enhancement and protection of capital value.

It is intended that the Portfolio may invest in any type or class of stock
believed by the Adviser to offer potential for capital appreciation over the
intermediate and long term. The Portfolio may also invest in securities
convertible into common stocks.

At least 25% of the value of this Portfolio's assets will be invested in
fixed income senior securities. The Portfolio intends to emphasize fixed income
senior securities which are rated within the four highest categories by
recognized rating agencies (i.e., AAA to BBB by Standard & Poor's Corporation,
Aaa to Baa by Moody's Investors Service, Inc., AAA to BBB- by Duff & Phelps
Credit Rating Co. ("D&P"), or AAA to BBB by Fitch Investor Services Inc. D&P is
not affiliated with the Portfolio or DPIM. Fixed-income securities which are
rated in these categories are sometimes referred to as "investment grade"
securities) or in unrated securities determined by the Adviser to be comparable
with such rating categories. If, in the Adviser's opinion, market conditions
warrant, the Portfolio may invest up to 10% of the Portfolio's total net
assets, determined at the time of investment, in High Yield-High Risk
(non-investment grade) securities ("junk bonds") or non-rated securities of
comparable quality. In an effort to protect its assets against major market
declines, or for other temporary defensive purposes, this Portfolio may
actively pursue a policy of retaining cash or investing part or all of its
assets in cash equivalents, such as government securities and high grade
commercial paper.

The price of fixed income securities will generally move in inverse
proportion to interest rates. Lower rated and non-rated fixed-income securities
are predominantly speculative with respect to the issuer's capacity to repay
principal and pay interest. Investment in lower rated and non-rated convertible
fixed-income securities normally involves a greater degree of market and credit
risk than does investment in securities having higher ratings. In addition,
non-rated securities are often less marketable than rated securities. To the
extent that the Portfolio holds any lower rated or non-rated securities, it may
be negatively affected by adverse economic developments, increased volatility
and lack of liquidity.

Phoenix Duff & Phelps Institutional Managed
Bond Portfolio

The investment objective of the Managed Bond Portfolio is to generate a
high level of current income and appreciation of capital, consistent with
prudent investment risk, through investment in a diversified portfolio of
bonds.

The "bonds" which the Portfolio will purchase comprise corporate debt
securities which are issued by United States or Canadian corporations and
government securities, domestic and foreign. It is the Adviser's present intent
to purchase principally those government securities which are issued or
guaranteed by the United States government and its agencies or
instrumentalities and by the Government of Canada or any Canadian province,
municipality or governmental agency thereof. Canadian and other foreign
securities will be purchased only if principal and interest with respect to
such securities is payable in United States dollars.

Under normal circumstances, at least 80% of the value of the Portfolio's
total assets in bonds (other than commercial paper) will be represented by debt
securities which have, at the time of purchase, a rating within the four
highest grades as determined by Moody's Investors Service, Inc. (Aaa, Aa, A or
Baa) or Standard Poor's Corporation (AAA, AA, A or BBB) and debt securities of
banks and other issuers which, although not rated as a matter of policy by
either Moody's Investors Service, Inc. or Standard & Poor's Corporation, are
considered by the Adviser to have investment quality comparable to investment
grade securities. If, in the Adviser's opinion, market conditions warrant, the
Portfolio may invest up to 20% of the Portfolio's total net assets, determined
at the time of investment, in High Yield-High Risk (non-investment grade)
securities ("junk bonds") or non-rated securities of comparable quality. The
Portfolio will seek to purchase debt securities which have protection against
immediate refunding. The Portfolio may include debt securities which sell at
substantial discounts from par. These securities are low coupon bonds which,
during periods of high interest rates because of their lower acquisition cost,
tend to sell at a yield basis that approaches current interest rates.

The Portfolio also intends to invest in short-term investments such as
U.S. Treasury notes and bills, obligations issued or guaranteed as to principal
or interest by the United States government or any agency or authority thereof,
obligations of U.S. banks and savings and loan associations (including foreign
branches of U.S. banks and U.S. branches of foreign banks) such as certificates
of deposit, time deposits

11
<PAGE>

and bankers acceptances, commercial paper, repurchase agreements with respect
to any of the foregoing obligations. The Adviser intends to achieve
appreciation of capital through sector selection with emphasis on undervalued
securities. When in the opinion of the Adviser, current cash needs or market or
economic conditions warrant, the Portfolio may temporarily retain its assets in
cash or invest part or all of its assets in cash equivalents.

Phoenix Duff & Phelps Institutional Enhanced
Reserves Portfolio

The investment objective of the Enhanced Reserve Portfolio is to seek a
high level of current income consistent with preservation of capital. The
Portfolio seeks to achieve its objective primarily by investing in a
diversified portfolio of U.S. government securities and high grade corporate
debt of obligations.

The Portfolio, which is not a money market fund, is designed for investors
who seek a higher yield than a money market fund and less fluctuation in net
asset value than an intermediate-term or long-term bond fund. Under normal
market conditions, the Portfolio intends to invest at least 65% of the total
value of its assets in U.S. government obligations including mortgage-related
securities issued by the U.S. government or its agencies or instrumentalities,
high grade corporate debt obligations and asset-backed securities. Under normal
market conditions, the Enhanced Reserves Portfolio will invest in high grade
securities comprising debt obligations with maturities greater than one year
rated at the time of purchase AAA, AA, or A by Standard & Poor's Corporation or
Aaa, Aa, or A by Moody's Investors Service, Inc. or rated AAA, AA, or A by D&P
or similarly rated by any nationally recognized statistical rating
organization. Short-term debt obligations acquired by the Portfolio will have
equivalent ratings. Under normal market conditions, the Portfolio's dollar
weighted average portfolio quality is expected to be AA or better by Standard &
Poor's Corporation, Moody's Investors Services, Inc. or similarly rated by any
nationally recognized statistical rating organization. The balance of the
Portfolio's assets may be invested in municipal obligations, mortgage related
securities of private issuers, bank obligations, certain money market
instruments, repurchase agreements, and foreign securities.

The Portfolio may purchase portfolio securities with maturities of greater
than one year. In normal market conditions, however, the duration of the
Portfolio's aggregate portfolio will be approximately one year. The term
"maturity" refers to the time remaining until the final payment on such
security is due taking no account of the pattern of the securities' payments
prior to maturity. "Duration" refers to an alternate measurement of a
security's price sensitivity to changes in interest rates. Duration measures
the expected life of a security by assessing and weighting the present value of
the security's payment pattern. The value of the Portfolio's holdings can be
expected to fall when interest rates rise and vice-versa, according to changes
in prevailing interest rates.

At times the Adviser may judge that market conditions make pursuing the
Portfolio's basic investment strategy inconsistent with the best interests of
its shareholders. At such times, the Adviser may use alternative strategies
primarily designed to reduce fluctuations in the value of the Portfolio's
assets. In implementing these "temporary defensive" strategies, the Portfolio
may, without limitation, invest in high-grade, short-term securities.

Phoenix Duff & Phelps Institutional Growth
Stock Portfolio

The investment objective of the Growth Stock Portfolio is to seek
long-term appreciation of capital. Since income is not an objective, any income
generated by the investment of the Portfolio's assets will be incidental to its
objective.

Under normal conditions, the Portfolio will invest at least 65% of its
total assets in any class or type of stock believed by the Adviser to offer
potential for capital appreciation over both the intermediate and long-term.
The Portfolio may also invest in preferred stocks, convertible securities,
preferred stocks and convertible debentures if, in the Adviser's judgment, such
investment will further its investment objective.

When, for temporary defensive purposes (as when market conditions for
growth stocks are adverse), it is determined that other types of investments
appear advantageous on the basis of combined considerations of risk and the
protection of capital values, investments may be made in investment grade fixed
income securities with or without warrants or conversion features. In an effort
to protect its assets against major market declines, or for other temporary
defensive purposes, the Portfolio may actively pursue a policy whereby it will
retain cash or invest part or all of its assets in cash equivalents.

Investments in common stocks for capital appreciation are subject to the
risks of changing economic and market conditions which may affect the
profitability and financial conditions of the companies in whose securities the
Portfolio is invested and the Adviser's ability to anticipate those changes.
Since investments normally will consist primarily of securities considered to
have potential for appreciation, the assets of the Portfolio may be considered
to be subject to greater risks than would be involved if the Portfolio invested
in securities which do not have such potential.

12
<PAGE>

Phoenix Duff & Phelps Institutional Money
Market Portfolio

The principal investment objective for the Money Market Portfolio is to
achieve as high a level of current income as is consistent with safety of
principal and maintenance of liquidity. Investments shall be solely in high
quality short term securities such as commercial paper, notes payable upon
demand and having maturities varying from one day to 397 days, Treasury or
agency obligations or repurchase agreements, municipal notes, Banker's
Acceptances, Certificates of Deposit or any other form of short term security.
The dollar-weighted average maturity for any Portfolio investment shall not
exceed 90 days.

Commercial paper held by the Portfolio will be limited to securities rated
in the two highest "short term" rating categories by at least two nationally
recognized statistical rating organizations (one nationally recognized
statistically rating organization if that security only has one rating) or, if
unrated, be issued by companies with an outstanding debt issue currently rated
AA by Standard & Poor's Corporation or Aa by Moody's Investors Service, Inc. No
more than 5% of the Portfolio assets will be invested in securities not rated
in the highest short-term rating category, and, of those securities, no more
than the greater of 1% of the Portfolio's assets or $1 million can be held by
any one issuer. Certificates of Deposits must be issued by banks which have
capital, surplus and undivided profits of at least $100,000,000.

The Portfolio may not necessarily invest in money market instruments
paying the highest available yield at a particular time as a result of
considerations of liquidity and preservation of capital. Rather, consistent
with its investment objective, the Portfolio will attempt to maximize yields by
engaging in portfolio trading and buying and selling portfolio investments in
anticipation of, or in response to, changing economic and money market
conditions and trends. These policies, as well as the relatively short
maturities of obligations to be purchased by the Portfolio, may result in
frequent changes in its portfolio holdings.

The value of the securities in the Portfolio can be expected to vary
inversely to the changes in prevailing interest rates. Thus, if interest rates
increase after a security was purchased, that security, if sold, might be sold
at less than cost. Conversely, if interest rates decline after purchase, the
security, if sold, might be sold at a profit. In either instance, if the
security were held to maturity, no gain or loss would normally be realized as a
result of these fluctuations. Substantial redemptions of Portfolio shares could
require the sale of portfolio investments at a time when a sale might not be
desirable.

Phoenix Duff & Phelps Institutional U.S. Government Securities Portfolio

The investment objective of the U.S. Government Securities Portfolio is to
seek a high level of current income consistent with safety of principal by
investing at least 80% of Portfolio assets in a diversified portfolio of
securities consisting of: (1) securities issued and guaranteed by the U.S.
Government, (2) securities issued by U.S. Government agencies and
instrumentalities and backed by the full faith and credit of the United States,
and (3) securities issued by U.S. Government agencies and instrumentalities
which are guaranteed by such agencies and instrumentalities but are not
otherwise backed by the full faith and credit of the United States. The
Portfolio is also authorized to invest up to 20% of its value in short-term
instruments.

U.S. Government Securities include (i) U.S. Treasury obligations which
differ only in their interest rates, maturities and times of issuance as
follows: U.S. Treasury Bills (maturity of one year or less), bonds (generally
maturities of greater than ten years), notes (maturity of one to ten years);
(ii) obligations issued or guaranteed by U.S. Government agencies and
instrumentalities that are backed by the full faith and credit of the United
States, such as securities issued by the Federal Housing Administration, the
Government National Mortgage Association ("GNMA"), the Department of Housing
and Urban Development, the Export-Import Bank, the General Services
Administration and the Maritime Administration and certain securities issued by
the Farmers Home Administration and the Small Business Administration; (iii)
obligations issued or guaranteed by U.S. Government agencies or
instrumentalities that are not backed by the full faith and credit of the
United States, such as securities issued by the Farm Credit Financial
Assistance Corporation, Federal Financing Bank, Federal Home Loan Bank, Federal
Home Loan Mortgage Corporation ("FHLMC"), Federal National Mortgage Association
("FNMA"), Federal Farm Credit Banks and Student Loan Marketing Association. The
weighted average duration of U.S. Government Securities expected to be held by
the Portfolio will generally not exceed three years. See "Phoenix Duff & Phelps
Institutional Enhanced Reserves Portfolio" for a discussion of the terms
"duration" and "maturity."

Although the payment of interest and principal on a portfolio security may
be guaranteed in certain instances by the U.S. Government or one of its
agencies or instrumentalities, the value of units of the Portfolio will
fluctuate in response to interest rate levels. In general, when interest rates
rise, prices of fixed income securities decline. When interest rates decline,
prices of fixed income securities rise.

INVESTMENT TECHNIQUES AND RELATED RISKS

In addition to the investment policies described above, each Portfolio,
unless otherwise described, may utilize the following investment practices or
techniques:

"When issued" and "delayed delivery" Securities
Each Portfolio may purchase and sell securities on a "when issued" and
"delayed delivery" basis. A Portfolio accrues no income on such securities
until the Portfolio actually takes delivery of such securities. These
transactions are subject to market fluctuation; the value of the securities at
delivery may

13
<PAGE>

be more or less than their purchase price. The yields generally available on
comparable securities when delivery occurs may be higher than yields on the
securities obtained pursuant to such transactions. Because each Portfolio
relies on the buyer or seller to consummate the transaction, failure by the
other party to complete the transaction may result in a Portfolio missing the
opportunity of obtaining a price or yield considered to be advantageous. Each
Portfolio will engage in "when issued" and "delayed delivery" transactions for
the purpose of acquiring securities consistent with the Portfolio's investment
objective and policies and not for the purpose of investment leverage.

Securities Lending

Each Portfolio may lend its securities to brokers, dealers and financial
institutions provided that the market value of the securities subject to any
such loans does not exceed 25% of the value of the total assets (taken at
market value) of such Portfolio; and receive, as collateral, cash or cash
equivalents which at all times while the loan is outstanding, will be
maintained in amounts equal to at least 102% of the current market value of the
loaned securities. Any cash collateral will be invested in short-term
securities. All fees or charges earned from securities lending will inure to
the benefit of the Portfolio. A Portfolio will have the right to regain record
ownership of loaned securities within six business days and to exercise
beneficial rights such as voting rights and subscription rights. While a
securities loan is outstanding, the Portfolio will receive amounts equal to any
interest or other distributions with respect to the loaned securities. Any
agreement to lend securities shall provide that borrowers are obligated to
return the identical securities or their equivalent at termination of the loan
and, that the Portfolio shall have the right to retain any collateral or use
the same to purchase equivalent securities should the borrower fail to return
securities as required. Lending portfolio securities involves a risk of delay
in the recovery of the loaned securities and possibly the loss of the
collateral if the borrower fails financially. See the Statement of Additional
Information.

Illiquid Securities

Each Portfolio (other than the Money Market Portfolio) may invest up to
15% of its net assets, taken at market values at the time of investment, in
"illiquid securities." The Money Market Portfolio may invest up to 10% of its
net assets, taken at market values at the time of investment, in "illiquid
securities." For this purpose, illiquid securities include any securities
subject to legal or contractual restrictions on resale, securities which must
be registered with the Securities and Exchange Commission before they can be
sold to the public, repurchase agreements maturing in more than seven days,
securities for which market quotations are not readily available, or other
securities which legally or in the Adviser's or Trustees' opinion are not
deemed liquid. Among other risks unique to certain illiquid securities (as
described elsewhere in this Prospectus and Statement of Additional
Information), illiquid securities may be thinly or not actively traded, and as
a result, a Portfolio utilizing this investment technique may experience
difficulties in valuing or disposing of these securities.

Short-Term Instruments

Each Portfolio (other than the Enhanced Reserves and Money Market
Portfolios) may invest up to 20% of its assets in short term instruments other
than instruments involving U.S. Government Securities. The Enhanced Reserves
Portfolio may invest up to 100% of its assets in short-term investments.
Short-term investments will be in high grade short term securities such as
commercial paper, drafts, notes payable upon demand or having maturities
varying from one day to 397 days, municipal notes, Bankers' Acceptances,
Certificates of Deposit or any other form of short-term security but may also
include cash should such a holding appear to be consistent with the goal of
maximizing earnings. It is intended that commercial paper held by these
Portfolios will be rated A-1 by Standard & Poor's Corporation or P-1 by Moody's
Investors Service, Inc. or, if unrated, be issued by companies with an
outstanding debt issue currently rated at least AA by Standard & Poor's
Corporation or Aa by Moody's Investors Service, Inc. Certificates of Deposits
must be issued by banks which have capital, surplus and undivided profits of at
least $100,000,000.

Mortgage-Related Securities

Each Portfolio (other than the Growth and Money Market Portfolios) may
invest in securities that directly or indirectly represent a participation in,
or are secured by and payable from, mortgage loans secured by real property
("Mortgage-Related Securities"). These instruments are referred to as
"derivatives" as their value is derived from the value of the underlying
security or securities. The Mortgage-Related Securities in which these
Portfolios may invest include those with fixed, floating and variable interest
rates and those with interest rates that change based on multiples of changes
in interest rates. Although certain Mortgage-Related Securities are guaranteed
by a third party or otherwise similarly secured, the market value of the
security, which may fluctuate, is not so secured. If these Portfolios purchase
a Mortgage-Related Security at a premium, all or part of the premium may be
lost if there is a decline in the market value of the security, whether
resulting from changes in interest rates or prepayments in the underlying
mortgage collateral. As with other interest-bearing securities, the prices of
certain Mortgage-Related Securities are inversely affected by changes in
interest rates, while other securities which these Portfolios may purchase may
be structured so that their interest rates will fluctuate inversely (and thus
their price will increase as interest rates rise and decrease as interest rates
fall) in response to changes in interest rates. Though the value of a
Mortgage-Related Security may decline when interest rates rise, the converse is
not necessarily true, since in periods of declining interest rates the
mortgages underlying the security are more likely to prepay. For this and other
reasons, a Mortgage-Related Security's stated maturity may be shortened by
unscheduled prepayments on the

14
<PAGE>

underlying mortgages, and, therefore, it is not possible to predict accurately
the security's return. In addition, regular payments received in respect of
Mortgage-Related Securities include both interest and principal. If the
underlying mortgage securities experience greater than anticipated prepayments
of principal, these Portfolios may fail to fully recoup its initial investment
in these securities even if the securities are rated in the highest rating
category by a nationally recognized statistical rating organization. No
assurance can be given as to the return these Portfolios will receive when
these amounts are reinvested.

Each Portfolio (other than the Growth and Money Market Portfolios) may
also invest in securities issued by corporate and other special purpose
entities in which the source of income payments on the securities is a
dedicated pool of assets ("Asset-Backed Securities"). The securitization
techniques used for Asset-Backed Securities are similar to those used for
Mortgage-Related Securities. The collateral for these securities has included
home equity loans, automobile and credit card receivables, boat loans, computer
leases, airplane leases, mobile home loans, recreational vehicle loans and
hospital and other account receivables.

Financial Futures and Related Options

Each Portfolio (other than the U.S. Government Securities and Money Market
Portfolios) may enter into financial futures contracts and related options.
These instruments are referred to as "derivatives" as their value is derived
from the value of the underlying security or securities. These Portfolios may
purchase and sell financial futures contracts which are traded on a recognized
exchange or board of trade and may purchase exchange- or board-traded put and
call options on financial futures contracts as a hedge against anticipated
changes in the market value of its portfolio securities or securities which it
intends to purchase.

These Portfolios will engage in transactions in financial futures
contracts and related options only for hedging purposes and not for
speculation. In addition, these Portfolios will not purchase or sell any
financial futures contract or related option if, immediately thereafter, the
sum of the cash or U.S. Treasury bills initially committed with respect to
these Portfolios' existing futures and related options positions and the
premiums paid for related options would exceed 2% of the market value of each
Portfolio's total assets. At the time of purchase of a futures contract or a
call option on a futures contract, any asset, including equity securities and
non-investment grade debt so long as the asset is liquid, unencumbered and
marked to market daily equal to the market value of the futures contract minus
these Portfolios' initial margin deposit with respect thereto will be deposited
in a segregated account with these Portfolios to collateralize fully the
position and thereby ensure that it is not leveraged.

Engaging in transactions in financial futures contracts involves certain
risks, such as the possibility of an imperfect correlation between futures
market prices and cash market prices and the possibility that the Adviser could
be incorrect in its expectations as to the direction or extent of various
interest rate movements, in which case these Portfolios' return might have been
greater had hedging not taken place. There is also the risk that a liquid
secondary market may not exist. The risk in purchasing an option on a financial
futures contract is that these Portfolios will lose the premium it paid. There
may also be circumstances when the purchase of an option on a financial future
contract would result in a loss to these Portfolios while the purchase or sale
of the contract would not have resulted in a loss. Futures and options may fail
as hedging techniques in cases where the price movements of the securities
underlying the options and futures do not follow the price movements of the
portfolio securities subject to the hedge. Financial losses relating to futures
and options are potentially unlimited.

Foreign Securities

Each Portfolio (other than the Money Market and U.S. Government Securities
Portfolios) may purchase foreign securities, including those issued by foreign
branches of U.S. banks. Such investments in foreign securities will be less
than 15% of the total net asset value of the Growth and Balanced Portfolios,
will not exceed 20% of the total net asset value of the Enhanced Reserves
Portfolio and will not exceed 35% of the total net asset value of the Managed
Bond Portfolio at the time of purchase. The Enhanced Reserves, Managed Bond and
Balanced Portfolios may invest in debt obligations issued by foreign
corporations and by foreign governments and their political subdivisions, which
securities will be denominated, and pay interest and principal, in U.S.
dollars.

Investments in foreign securities, particularly those of non-governmental
issuers, involve considerations which are not ordinarily associated with
investing in domestic issues. These Portfolios may invest in a broad range of
foreign securities including equity, debt and convertible securities and
foreign government securities. In connection with investments in foreign
securities, the Portfolio may enter into forward foreign currency exchange
contracts for the purpose of protecting against losses resulting from
fluctuations in exchange rates between the U.S. dollar and a particular foreign
currency denominating a security which the Portfolio holds or intends to
acquire. These Portfolios will not speculate in forward foreign currency
exchange contracts.

Investing in the securities of foreign companies involves special risks
and considerations not typically associated with investing in U.S. companies.
These include differences in accounting, auditing and financial reporting
standards, generally higher commission rates on foreign portfolio transactions,
the possibility of expropriation or confiscatory taxation, adverse changes in
investment or exchange control regulations, political instability which could
affect U.S. investments in foreign countries, difficulty in invoking legal
process abroad and potential restrictions on the flow of international capital.
Additionally, dividends payable on foreign securities may be subject to foreign
taxes withheld prior to distribution. Foreign securities often trade with less
frequency and volume than domestic securities and therefore may exhibit greater
price volatility. Changes in foreign exchange rates will affect the value of
those securities which

15
<PAGE>

are denominated or quoted in currencies other than the U.S. dollar. Many of the
foreign securities held by these Portfolios will not be registered with the
Securities and Exchange Commission and many of the issuers of foreign
securities will not be subject to the Commission's reporting requirements.
Accordingly, there may be less publicly available information about the
securities and about the foreign company or government issuing them than is
available about a domestic company or government entity. Moreover, individual
foreign economies may compare favorably or unfavorably with the United States
economy with respect to such factors as rate of growth, rate of inflation,
capital reinvestment, resource self-sufficiency and balance of payment
positions, and economic trends in foreign countries may be difficult to assess.

Particular risks are posed by investments in third world countries or
so-called "emerging markets." These securities may be especially volatile based
on relative economic, political and market conditions present in these
countries. These and other relevant conditions vary widely between emerging
market countries. For instance, certain emerging market countries are either
comparatively undeveloped or are in the process of becoming developed and may
consequently be economically based on a relatively few or closely
interdependent industries. A high proportion of the shares of many emerging
market issuers may also be held by a limited number of large investors trading
significant blocks of securities. While the Portfolios will strive to be
sensitive to publicized reversals of economic conditions, political unrest and
adverse changes in trading status, unanticipated political and social
developments may affect the values of these Portfolios' investments in such
countries and the availability of additional investments in such countries.

The Portfolio may use foreign custodians or sub-custodians in connection
with purchases of foreign securities and may maintain cash and cash equivalents
in the care of a foreign custodian. The amount of cash or cash equivalents
maintained in the care of eligible foreign custodians will be limited to an
amount reasonably necessary to effect foreign securities transactions. The use
of a foreign custodian invokes considerations which are not ordinarily
associated with domestic custodians. These considerations include the
possibility of expropriation, restricted access to books and records of the
foreign custodian, inability to recover assets that are lost while under the
control of the foreign custodian, and the impact of political, social or
diplomatic developments.

Repurchase Agreements

Each Portfolio (excluding the Money Market and Growth Stock Portfolios)
may agree to purchase portfolio securities subject to the seller's agreement to
repurchase them at a mutually agreed upon date and price. A Portfolio will
enter into such repurchase agreements only with financial institutions that are
deemed to be creditworthy by the Adviser. During the term of any repurchase
agreement, the Adviser will continue to monitor the creditworthiness of the
seller. Although the securities subject to repurchase agreements may bear
maturities exceeding thirteen months, a Portfolio does not presently intend to
enter into repurchase agreements with deemed maturities in excess of seven
days. If in the future a Portfolio were to enter into repurchase agreements
with deemed maturities in excess of seven days, such Portfolio would do so only
if such investment, together with other illiquid securities, did not exceed 15%
of the net value of that Portfolio's total assets. Default or bankruptcy of the
seller would, however, expose the Portfolio to possible delay in connection
with the disposition of the underlying securities or loss to the extend that
proceeds from a sale of the underlying securities were less than the repurchase
price under the agreement.

Securities and Index Options

The Balanced, Enhanced Reserves and U.S. Government Securities Portfolios
may write covered call options and purchase call and put options. Call options
on securities indices will be written only to hedge in an economically
appropriate way portfolio securities which are not otherwise hedged with
options or financial futures contracts and will be "covered" by identifying the
specific portfolio securities being hedged.

These Portfolios will write call options in order to obtain a return on
its investments from the premiums received and will retain the premiums whether
or not the options are exercised. Any decline in the market value of portfolio
securities will be offset to the extent of the premiums received (net of
transaction costs). If an option is exercised, the premium received on the
option will effectively increase the exercise price.

During the option period the writer of a call option has given up the
opportunity for capital appreciation above the exercise price should the market
price of the underlying security increase, but has retained the risk of loss
should the price of the underlying security decline. Writing call options also
involves risks relating to these Portfolios' ability to close out options it
has written.

These Portfolios may invest up to 2% of its total assets in
exchange-traded call and put options on securities and securities indices for
the purpose of hedging against changes in the market value of its portfolio
securities. These Portfolios will invest in call and put options whenever, in
the opinion of the Adviser, a hedging transaction is consistent with the
investment objectives of these Portfolios. These Portfolios may sell a call
option or a put option which it has previously purchased prior to the purchase
(in the case of a call) or the sale (in the case of a put) of the underlying
security. Any such sale would result in a net gain or loss depending on whether
the amount received on the sale is more or less than the premium and other
transaction costs paid on the call or put which is sold. Purchasing a call or a
put option involves the risk that these Portfolio may lose the premium it paid
plus transaction costs.

"Zero-Coupon" and "Payment-in-Kind" Securities

The Balanced Portfolio may invest in so-called "zero-coupon" and
"payment-in-kind" securities. The Internal Revenue Code of 1986, as amended
(the "Code"), requires that

16
<PAGE>

regulated investment companies distribute at least 90% of their net investment
income each year, including tax-exempt and non-cash income. Accordingly,
although a Portfolio will receive no coupon payments on zero coupon securities
prior to their maturity and may receive additional securities in lieu of cash
payments on payment-in-kind securities, a Portfolio is required, in order to
maintain the desired tax treatment, to include in its distributions to
shareholders in each year any income attributable to such securities that is in
excess of 10% of a Portfolio's net investment income in that year.

Municipal Obligations

When conditions warrant, the Bond, Balanced and Enhanced Reserves
Portfolios may invest in obligations issued by or on behalf of state and local
governmental issuers ("Municipal Obligations"), whether or not the income
thereon is exempt from the Federal income tax. The purchase of Municipal
Obligations may be advantageous when, as a result of prevailing economic,
regulatory or other circumstances, the yield of such securities, on a pre-tax
basis, is comparable to that of corporate or U.S. Government obligations.
Dividends paid by this Portfolio that are derived from interest on Municipal
Obligations would be taxable to the Portfolio's shareholders for Federal income
tax purposes. See the Statement of Additional Information.

INVESTMENT RESTRICTIONS

Each Portfolio may not invest more than 25% of its assets in any one
industry, except the Money Market Portfolio may invest more than 25% of its
assets in the domestic banking industry; and the U.S. Government Securities
Portfolio will invest at least 80% of its net assets in securities backed or
supported by the U.S. Government. In addition to the investment restrictions
described above, each Portfolio's investment program is subject to further
restrictions which are described in the Statement of Additional Information.
The restrictions for each Portfolio described above are fundamental and may not
be changed without shareholder approval.

MANAGEMENT OF THE FUND

The Fund is an open-end, diversified investment company known as a mutual
fund. The Board of Trustees supervises the business affairs and investments of
the Fund, which is managed on a daily basis by each Portfolio's investment
adviser. The Fund was organized as a Massachusetts business trust on December
4, 1995. The Fund commenced operations on March 1, 1996. The Fund is currently
authorized to offer shares of beneficial interest in series and is currently
offering shares of eight Portfolios. Two classes of shares are currently
offered by each Portfolio.

The Advisers

Phoenix Investment Counsel, Inc. ("PIC") is the investment adviser for
each Portfolio other than the Enhanced Reserves Portfolio. PIC is located at 56
Prospect Street, Hartford, Connecticut 06115-0480. PIC was originally organized
in 1932 as John P. Chase, Inc. In addition to these Portfolios, PIC also serves
as investment adviser to other entities including Phoenix Series Fund, Phoenix
Multi-Portfolio Fund (all portfolios other than the Real Estate Securities
Portfolio), Phoenix Strategic Allocation Fund, Inc., Phoenix Growth and Income
Fund of Phoenix Equity Series Fund, Phoenix Investment Trust 97, Phoenix
Strategic Equity Series Fund (all funds except Phoenix Equity Opportunities
Fund) and The Phoenix Edge Series Fund (all series other than the Real Estate
Securities Series and Aberdeen New Asia Series) and as subadviser to the
SunAmerica Series Trust, among other investment advisory clients. As of
December 31, 1997, PIC had approximately $20.5 billion in assets under
management.

All of the outstanding stock of PIC is owned by Phoenix Equity Planning
Corporation ("Equity Planning"), a subsidiary of Phoenix Duff & Phelps
Corporation, each indirect subsidiaries of Phoenix Home Life Mutual Insurance
Company ("Phoenix Home Life") of Hartford, Connecticut. Phoenix Home Life is a
majority shareholder of Phoenix Duff & Phelps Corporation. Phoenix Home Life is
in the business of writing ordinary and group life and health insurance and
annuities. Its principal offices are located at One American Row, Hartford,
Connecticut 06115. Phoenix Duff & Phelps Corporation is a New York Stock
Exchange traded company that provides various financial advisory services to
institutional investors, corporations and individuals through operating
subsidiaries.

Duff & Phelps Investment Management Co. ("DPIM") serves as the investment
adviser to the Enhanced Reserves Portfolio. DPIM is a subsidiary of Phoenix
Duff & Phelps Corporation. DPIM is located at 55 East Monroe Street, Suite
3600, Chicago, Illinois 60603. As of December 31, 1997, DPIM had approximately
$13 billion in assets under management on a discretionary basis. DPIM also
serves as investment adviser to the Core Equity Portfolio and the Real Estate
Equity Securities Portfolio, the Core Equity Fund of Phoenix Equity Series
Fund, the Real Estate Securities Portfolio of Phoenix Multi-Portfolio Fund, the
Real Estate Securities Series of The Phoenix Edge Series Fund and three
closed-end funds. PIC and DPIM are sometimes collectively referred to as the
"Advisers."

The Advisers continuously furnish an investment program for each
applicable Portfolio and manage the investment and reinvestment of the assets
subject at all times to the supervision of the Trustees. Under the terms of the
Investment Advisory Agreements, each Adviser is entitled to a prescribed fee.
For managing, or directing the investments of the following Portfolios, PIC is
entitled a monthly fee at the following annual rates based upon the average
aggregate daily net asset values of each such Portfolio up to $1 billion: (a)
0.60% of the average of the aggregate daily net asset values of the Growth
Portfolio; (b) 0.55% of the average of the aggregate daily net asset values of
the Balanced Portfolio; (c) 0.45% of the average of the aggregate daily net
asset values of the Managed Bond Portfolio; (d) 0.25% of the average of the
aggregate daily net asset values of the Money Market Portfolio; and, (e) 0.30%
of the average of the aggregate daily net asset values of the U.S. Government
Securities Portfolio. DPIM is entitled to a monthly fee for

17
<PAGE>

managing, or directing the investments of the Enhanced Reserves Portfolio, at
the annual rate of 0.24% of the average of the aggregate daily net asset values
of such Portfolio up to $1 billion. Advisory fees payable to PIC or DPIM, as
applicable, shall decrease by five basis points at such time as the average of
the aggregate daily net asset value of such Portfolio exceeds $1 billion.

The Investment Advisory Agreements provide that each Adviser will
reimburse the Fund for the amount, if any, by which the total operating
expenses of any applicable Portfolio (including each investment adviser's
compensation, but excluding interest, taxes, brokerage fees and commissions and
extraordinary expenses) for any fiscal year exceed the level of expenses which
such Portfolio is permitted to bear under the most restrictive expense
limitation (which has not been waived) imposed on mutual funds by any State in
which shares of the Portfolio are then qualified for sale. In addition, PIC has
voluntarily agreed to assume Total Fund Operating Expenses of each Portfolio
(other than the Enhanced Reserves Portfolio), excluding interest, taxes,
brokerage fees, commissions and extraordinary expenses, until December 31,
2001, to the extent that such expenses exceed the following percentages of
average annual net asset values:

<TABLE>
<CAPTION>
Class X Class Y
Shares Shares
--------- ----------
<S> <C> <C>
Balanced Portfolio ............. 0.65% 0.90%
Managed Bond Portfolio ......... 0.55% 0.80%
Growth Portfolio ............... 0.70% 0.95%
Money Market Portfolio ......... 0.35% 0.60%
U.S. Government Securities
Portfolio .................... 0.40% 0.65%
</TABLE>

DPIM has voluntarily agreed to reimburse or waive Total Fund Operating
Expenses of the Enhanced Reserves Portfolio, excluding interest, taxes,
brokerage fees, commissions and extraordinary expenses, until December 31,
1998, to the extent that such expenses exceed 0.40% of the average annual net
asset values of Class X Shares of the Enhanced Reserves Portfolio and 0.65% of
the average annual net asset values of Class Y Shares of the Enhanced Reserves
Portfolio.

The Portfolio Managers

Balanced Portfolio

The investment and trading decisions for the Balanced Portfolio are made
by a team of equity investment professionals and a team of fixed income
investment professionals.

Managed Bond Portfolio

Mr. James D. Wehr serves as portfolio manager of the Managed Bond
Portfolio and as such is responsible for the day-to-day management of the
Portfolio's holdings. Mr. Wehr served as portfolio manager of the Phoenix Home
Life Separate Account P (predecessor to the Managed Bond Portfolio) (1990-1996)
and has served as portfolio manager of Phoenix Tax-Exempt Bond Portfolio of the
Phoenix Multi-Portfolio Fund since 1988; Phoenix California Tax Exempt Bond
Fund since 1993 and has been a Managing Director of PIC since 1991.

Enhanced Reserves Portfolio

Mr. Marvin E. Flewellen serves as portfolio manager of the Enhanced
Reserves Portfolio and as such is responsible for the day-to-day management of
the Portfolio's holdings. Mr. Flewellen has served as a Senior Vice President
and a Fixed Income Portfolio Manager with DPIM since 1994. Mr. Flewellen was a
Second Vice President and portfolio manager with Northern Trust Bank from 1985
until 1994.

Growth Portfolio

The investment and trading decisions for the Growth Portfolio are made by
a team of equity investment professionals.

Money Market Portfolio

Ms. Julie Sapia is the portfolio manager of the Money Market Fund
Portfolio and as such is primarily responsible for the day-to-day management of
the Portfolio. Ms. Sapia is also Vice President and portfolio manager for The
Phoenix Edge Series Fund, Money Market Series and Phoenix Series Fund Money
Market Series. She is also Vice President of the Phoenix-Aberdeen Series Fund.
Since April 1998, Ms. Sapia is Director, Money Market Trading of PIC.
Previously, from April 1997 to April 1998 she served as Head Money Market
Trader of PIC; from 1995 to 1997 she served as Money Market Trader of PIC; from
1991 to 1995 she served as Money Market Trader for Phoenix Home Life.

U.S. Government Securities Portfolio

Mr. Christopher J. Kelleher serves as portfolio manager of the U.S.
Government Securities Portfolio and as such is responsible for the day-to-day
management of the Portfolio's holdings. Mr. Kelleher has served as the
portfolio manager of Phoenix Home Life Separate Account U (predecessor to the
U.S. Government Securities Portfolio) (1991-1996). Mr. Kelleher has been a
Managing Director, Fixed Income, of PIC since 1991 and is also a Managing
Director, Fixed Income, of National Securities & Research Corporation (since
1993). He has been a Vice President of the Fund (since 1996), and of Phoenix
Series Fund and The Phoenix Edge Series Fund (since 1989).

The Financial Agent

Equity Planning serves as financial agent of the Fund and, as such,
performs administrative, bookkeeping and pricing services and certain other
administrative functions. As compensation, Equity Planning is entitled to a
fee, payable monthly and based upon (a) the average of the aggregate daily net
asset values of each Portfolio of the Fund, at the following incremental annual
rates:

First $100 million .05%
$100 million to $300 million .04%
$300 million to $500 million .03%
Greater than $500 million .015%

(b) a minimum fee based on the predominant type of assets of each
Portfolio; and (c) an annual fee of $12,000 together with an additional $12,000
for any additional class of shares created in the future.

18
<PAGE>

For its services during the Fund's fiscal year ended December 31, 1997,
Equity Planning received $426,998. PFPC has been retained by Equity Planning to
perform certain administrative and pricing services for the Portfolios for
which Equity Planning pays PFPC a fee, while Equity Planning has delegated
certain responsibilities to PFPC, Equity Planning retains full responsibility
for the performance of all duties of financial agent.

The Custodians and Transfer Agent

The custodian of the assets of all Portfolios, other than the Enhanced
Reserves Portfolio, is The Chase Manhattan Bank, N.A., 1 Chase Manhattan Plaza,
Floor 3B, New York, New York 10081. The custodian for the assets of the
Enhanced Reserves Portfolio is State Street Bank and Trust Company, P.O. Box
1713, Boston, Massachusetts 02101. The Fund has authorized the custodians to
appoint one or more subcustodians for the assets of the Fund held outside the
United States.

Equity Planning serves as transfer agent for the Fund (the "Transfer
Agent") for which it is paid $19.25 for each designated daily dividend
shareholder account and $14.95 plus out-of-pocket expenses for each designated
non-daily dividend shareholder account. The Transfer Agent is authorized to
engage sub-agents to perform certain shareholder servicing functions from time
to time for which such agents shall be paid a fee by the Transfer Agent.

Brokerage Commissions

Although the Conduct Rules of the National Association of Securities
Dealers, Inc. ("NASD") prohibit its members from seeking orders for the
execution of investment company portfolio transactions on the basis of their
sales of investment company shares, under such Rules, sales of investment
company shares may be considered in selecting brokers to effect portfolio
transactions. Accordingly, some portfolio transactions are, subject to such
Rules and to obtaining best prices and executions, effected through dealers
(excluding Equity Planning) who sell shares of the Fund. The Advisers may also
select affiliated broker-dealers to execute transactions for the Fund, provided
that the commissions, fees or other remuneration paid to such affiliated
brokers is reasonable and fair as compared to that paid to non-affiliated
brokers for comparable transactions.

DISTRIBUTION PLAN

Equity Planning serves as the national distributor of the Fund's shares.
Equity Planning is registered as a broker-dealer in fifty states. The principal
offices of Equity Planning are located at 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, Connecticut 06083-2200. Philip R. McLoughlin is a Trustee and
President of the Fund and a director and officer of Equity Planning. Michael E.
Haylon, a director of Equity Planning is an officer of the Fund. William R.
Moyer, a director and officer of Equity Planning, is an officer of the Fund. G.
Jeffrey Bohne, Nancy G. Curtiss, William E. Keen, III, Leonard J. Saltiel, and
Thomas N. Steenburg are officers of the Fund and officers of Equity Planning.

Equity Planning and the Fund have entered into an Underwriting Agreement
under which Equity Planning has agreed to use its best efforts to find
purchasers for Fund shares. The Fund has granted Equity Planning the exclusive
right to purchase from the Fund and resell, as principal, shares needed to fill
unconditional orders for Fund shares. Equity Planning may sell Fund shares
through its registered representatives or through securities dealers with whom
it has sales agreements. Equity Planning may also sell Fund shares pursuant to
sales agreements entered into with banks or bank affiliated securities brokers
who, acting as agent for their customers, place orders for Fund shares with
Equity Planning. Although the Glass-Steagall Act prohibits banks and bank
affiliates from engaging in the business of underwriting, distributing or
selling securities (including mutual fund shares), banking regulators have not
indicated that such institutions are prohibited from purchasing mutual fund
shares upon the order and for the account of their customers. If, because of
changes in law or regulations, or because of new interpretations of existing
law, it is determined that agency transactions of banks or bank affiliated
securities brokers are not permitted under the Glass-Steagall Act, the Trustees
will consider what action, if any, is appropriate. It is not anticipated that
termination of sales agreements with banks or bank affiliated securities
brokers would result in a loss to their customers or a change in the net asset
value per share of a Portfolio of the Fund. The sale of Fund shares through a
bank or a securities broker affiliated with a bank is not expected to preclude
the Fund from borrowing from such bank or from availing itself of custodial or
transfer agency services offered by such bank.

The Trustees have adopted a distribution plan on behalf of the Class Y
Shares pursuant to Rule 12b-1 under the 1940 Act. The Class Y Share
distribution plan (the "Plan") authorizes the payment of a service fee to
Equity Planning in an amount equal to 0.25% annually of the average of the
daily net assets of Class Y Shares of each respective Portfolio for each year
elapsed after the inception of the Plan. The Plan requires that at least
quarterly the Trustees must review a written report with respect to the amounts
expended under the Plan and the purposes for which such expenditures were made.
While the Plan is in effect, the Fund will be required to commit the selection
and nomination of candidates for Trustees who are not "interested persons" (as
defined in the 1940 Act) to the discretion of other Trustees who are not
interested persons.

HOW TO BUY SHARES

The Fund currently issues two classes of shares for each Portfolio. Class
X Shares are available to Plans (as hereafter defined) and institutional
investors which initially purchase Class X Shares of the Fund whose net asset
value exceeds $5 million. Class Y Shares are offered to Plans and institutional
investors which initially purchase Class Y Shares of the Fund whose net asset
value exceeds $1 million. "Plans" are defined as corporate, public, union and
governmental pension plans. Completed applications for the purchase of shares
should be mailed to Phoenix Duff & Phelps Institutional Mutual Funds, c/o State
Street Bank and Trust Company, P.O. Box 8301, Boston, MA 02266-8301.

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<PAGE>

The minimum subsequent investment for each class is $100. Shares are sold
at the net asset value per share (as described below) next computed after a
completed application or purchase order is received by State Street Bank and
Trust Company together with good and sufficient funds therefor (certified
checks, federal funds wires, and automated clearing house transactions
("ACH")). Completed orders received by State Street Bank and Trust Company or
an authorized agent on a business day prior to the close of trading of the New
York Stock Exchange (normally 4:00 PM eastern time) will be processed based on
that day's closing net asset value. Shares purchased will be recorded
electronically in book-entry form by the Transfer Agent. No share certificates
are available. Sales of shares may be made through broker-dealers, pension
consultants or other qualified financial agents/institutions.

The minimum initial investment amounts for the purchase of either class of
Fund shares shall be waived with respect to purchases by: (i) Plans and
institutional investors who have been invested in those separate investment
accounts of Phoenix Home Life Mutual Insurance Company described above as of
March 1, 1996; (ii) trust companies, bank trust departments, broker-dealers
financial planners and investment advisers for funds over which such entity
charges an account management fee and which are held in a fiduciary, agency,
advisory, custodial or similar capacity; or (iii) Plans and institutional
investors where the amounts invested represent the redemption proceeds from the
reorganization or merger of other investment companies.

No trail fees are payable to broker-dealers or others in connection with
the purchase, sale or retention of Class X Shares. Equity Planning may pay
broker-dealers and financial institutions exempt from registration pursuant to
the Securities Exchange Act of 1934, as amended, and related regulations
("exempt financial institutions"), from its own profits and resources, a
percentage of the net asset value of any shares sold as set forth below:

<TABLE>
<CAPTION>
Payment to
Purchase Amount Broker-Dealer
- --------------------------- --------------
<S> <C>
$0 to $5,000,000 0.50%
$5,000,001 to $10,000,000 0.25%
$10,000,001 or more 0.10%
</TABLE>

If part of any investment is subsequently redeemed within one year of the
investment date, the broker/dealer or exempt financial institution will refund
to Equity Planning any such amounts paid with respect to the investment. Equity
Planning will sponsor sales contests, training and educational meetings and
provide to all qualifying agents, from its own profits and resources,
additional compensation in the form of trips, merchandise or expense
reimbursement. Broker-dealers or exempt financial institutions other than
Equity Planning may also levy customary additional charges to shareholders for
their services in effecting transactions, if they notify the Fund of their
intention to do so.

Equity Planning intends to pay broker-dealers and exempt financial
institutions with whom it has a sales agreement a service fee of 0.25% of the
average daily net asset value of Class Y Shares sold by such broker-dealers and
exempt financial institutions, subject to future amendment or termination.
Equity Planning will retain all or a portion of the continuing distribution fee
assessed to Class Y shareholders to finance commissions and related marketing
expenses.

Exchange Privileges

Shareholders may exchange Class X or Class Y Shares held in book-entry
form for shares of the same class of other Portfolios of the Fund or any other
"Affiliated Phoenix Fund" provided the following conditions are met: (1) the
shares that will be acquired in the exchange (the "Acquired Shares") are
available for sale in the shareholder's principal place of business; (2) the
Acquired Shares are the same class as the shares to be surrendered (the
"Exchanged Shares"); (3) the Acquired Shares will be registered to the same
shareholder account as the Exchanged Shares; (4) the account value of the
shares to be acquired must equal or exceed the minimum initial or subsequent
investment amount, as applicable, after the exchange is implemented; and (5)
the shareholder is qualified to acquire Fund shares in accordance with the
limitations described in this Prospectus. An "Affiliated Phoenix Fund" refers
to the Phoenix-Seneca Funds or any other mutual fund advised, subadvised or
distributed by the Advisers, Distributor or any of their corporate affiliates.

The Fund reserves the right to refuse exchange purchases by any person or
broker/dealer if, in the Fund's or Adviser's opinion, (a) the exchange would
adversely affect the Fund's ability to invest according to its investment
objectives and policies; (b) the Fund believes that a pattern of exchanges
coincides with a "market timing" strategy; or (c) otherwise adversely affect
the Fund and its shareholders. The Fund reserves the right to terminate or
modify its exchange privileges at any time upon giving written notice to
shareholders at least 60 days in advance. Shareholders are urged to review
their constituent documents and relevant requirements in order to verify
pertinent limitations imposed by retirement plan or group annuity contract
exchange limits as well as restrictions imposed by governing law.

Market Timer Restrictions

Because excessive trading can hurt Fund performance and harm shareholders,
the Fund reserves the right to temporarily or permanently terminate exchange
privileges or reject any specific order from anyone whose transactions seem to
follow a timing pattern, including those who request more than one exchange out
of a fund within any 30 day period. The Distributor has entered into agreements
with certain market timer entities permitting them to exchange their clients'
shares by telephone. These privileges are limited under those agreements. The
Distributor has the right to reject or suspend these privileges upon reasonable
notice.

Telephone Exchange Privileges

Unless a shareholder elects in writing not to participate in the Telephone
Exchange Privilege, shares for which certificates have not been issued may be
exchanged by calling 800-814-1897 provided that the exchange is made between

20
<PAGE>

accounts with identical registrations. Under the Telephone Exchange Privilege,
telephone exchange orders may also be entered on behalf of the shareholder by
his or her registered representative.

The Fund and the Transfer Agent will employ reasonable procedures to
confirm that telephone instructions are genuine. In addition to requiring
identical registrations on both accounts, the Transfer Agent will require
address verification and will record telephone instructions on tape. All
exchanges will be confirmed in writing to the shareholder. To the extent that
procedures reasonably designed to prevent unauthorized telephone exchanges are
not followed, the Fund and/or the Transfer Agent may be liable for following
telephone instructions for exchange transactions that prove to be fraudulent.
Broker/dealers other than Equity Planning have agreed to bear the risk of any
loss resulting from any unauthorized telephone exchange instruction from the
firm or its registered representatives. However, the shareholder would bear the
risk of loss resulting from instructions entered by an unauthorized third party
that the Fund and/or the Transfer Agent reasonably believe to be genuine. The
Telephone Exchange Privilege may be modified or terminated at any time on 60
days' notice to shareholders. In addition, during times of drastic economic or
market changes, the Telephone Exchange Privilege may be difficult to exercise
or may be suspended temporarily. The Telephone Exchange Privilege is available
only in States where shares being acquired may be legally sold.

If a shareholder elects not to use the Telephone Exchange Privilege or if
the shares being exchanged are represented by a certificate or certificates, in
order to exchange shares the shareholder must submit a written request to
Phoenix Duff & Phelps Institutional Mutual Funds, c/o State Street Bank and
Trust Company, P.O. Box 8301, Boston, MA 02266-8301. If the shares are being
exchanged between accounts that are not registered identically, the signature
on such request must be guaranteed by an eligible guarantor institution as
defined by the Transfer Agent in accordance with its signature guarantee
procedures. Currently, such procedures generally permit guarantees by banks,
broker dealers, credit union, national securities exchanges, registered
securities associations, clearing agencies and savings associations. Any
outstanding certificate or certificates for the tendered shares must be duly
endorsed and submitted.

NET ASSET VALUE

The net asset value per share of each Portfolio is determined as of the
close of trading of the New York Stock Exchange (the "Exchange") on days when
the Exchange is open for trading. The net asset value per share of a Portfolio
is determined by adding the values of all securities and other assets of the
Portfolio, subtracting liabilities, and dividing by the total number of
outstanding shares of the Portfolio. The total liability allocated to a class,
plus that class's distribution fee and any other expenses allocated solely to
that class, are deducted from the proportionate interest of such class in the
assets of the Portfolio, and the resulting amount of each is divided by the
number of shares of that class outstanding to produce the net asset value per
share.

The Portfolio's investments are valued at market value or, where market
quotations are not available, at fair value as determined in good faith by the
Trustees or their delegates. Foreign and domestic debt securities (other than
short-term investments) are valued on the basis of broker quotations or
valuations provided by a pricing service approved by the Trustees when such
prices are believed to reflect the fair value of such securities. Foreign and
domestic equity securities are valued at the last sale price or, if there has
been no sale that day, at the last bid price, generally. Since the Trust does
not price securities on weekends or United States national holidays, the net
asset value of a Portfolio's foreign assets may be significantly affected on
days when the investor has no access to the Trust. Short-term investments
having a remaining maturity of less than sixty-one days are valued at amortized
cost, which the Trustees have determined approximates market value. For further
information about security valuations, see the Statement of Additional
Information.

HOW TO REDEEM SHARES

Any holder of shares of any Portfolio may require the Fund to redeem its
shares at any time at the net asset value per share next computed after receipt
of a redemption request in proper written form by State Street Bank and Trust
Company, P.O. Box 8301, Boston, MA 02266-8301, ATTN: Phoenix Duff & Phelps
Institutional Mutual Funds, or by an authorized agent. To be in proper form to
redeem shares, (1) the signature(s) of duly authorized representative(s) of the
shareholder must appear in the appropriate place upon the stock power; (2) the
stock power or any related instruction transmittal must specify the name and
account number of the shareholder exactly as registered; (3) the name of the
Portfolio; and (4) and all such signatures must be guaranteed by an eligible
guarantor institution as determined in accordance with the standards and
procedures established by the Transfer Agent. Currently, such procedures
generally permit guarantees by banks, broker-dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. Signature(s) must also be guaranteed on any change of
address request submitted in conjunction with any redemption request.
Additional documentation may be required for redemptions by corporations,
partnerships or other organizations, or if redemption is requested by anyone
other than the shareholder(s) of record. Redemption requests will not be
honored until all required documents in proper form have been received.

In addition, each Portfolio maintains a continuous offer to repurchase its
shares, and shareholders may normally sell their shares through securities
dealers, brokers or agents who may charge customary commissions or fees for
their services. The redemption price in such case will be the price as of the
close of trading of the Exchange on that day, provided the order is received by
the dealer prior thereto, and is transmitted to

21
<PAGE>

the Distributor prior to the close of its business. No charge is made by the
Fund on redemptions, but shares tendered through investment dealers may be
subject to service charge by such dealers. Payment for shares redeemed will be
made within three days after receipt of the duly endorsed share certificates
(if issued) or written request; provided, however, that redemption proceeds
will not be disbursed until each check used for purchase of shares has been
cleared for payment by the investor's bank which may take up to 15 days after
receipt of the check.

Telephone Redemption Privileges

Unless a shareholder elects in writing not to participate in the Telephone
Redemption Privilege, shareholders may redeem shares valued at up to $100,000
by calling (800) 814-1897. The Fund and the Transfer Agent will employ
reasonable procedures to confirm that telephone instructions are genuine.
Address and bank account information will be verified, telephone redemption
instructions will be recorded on tape, and all redemptions will be confirmed in
writing to the shareholder. If there has been an address change within the past
60 days, a telephone redemption will not be authorized. To the extent that
procedures reasonably designed to prevent unauthorized telephone redemptions
are not followed, the Fund and/or the Transfer Agent may be liable for
following telephone instructions for redemption transactions that prove to be
fraudulent. Broker/dealers other than Equity Planning have agreed to bear the
risk of any loss resulting from any unauthorized telephone redemption
instruction from the firm or its registered representatives. However, the
shareholder would bear the risk of loss resulting from instructions entered by
an unauthorized person or third party that the Fund and/or the Transfer Agent
reasonably believe to be genuine. The Telephone Redemption Privilege may be
modified or terminated at any time without prior notice to shareholders. In
addition, during times of drastic economic or market changes, the Telephone
Redemption Privilege may be difficult to exercise or may be suspended
temporarily and a shareholder should submit a written redemption request, as
described above.

Telephone redemption orders received and accepted by Transfer Agent on any
day when Transfer Agent is open for business will be entered at the next
determined net asset value. However, telephone redemption orders received and
accepted by Transfer Agent after the close of trading hours on the Exchange
will be executed on the following business day. The proceeds of a telephone
redemption will normally be sent on the first business day following receipt of
the redemption request. However, with respect to the telephone redemption of
shares purchased by check, such requests will only be effected after the Fund
has assured itself that good payment has been collected for the purchase of
shares, which may take up to 15 days.

Systematic Withdrawal Program

The Systematic Withdrawal Program (the "Program") allows shareholders to
periodically redeem a portion of their shares on predetermined monthly,
quarterly, semiannual or annual dates. In order to participate in the Program,
shareholders must provide written notice to the Transfer Agent specifying (a)
the frequency in which Program redemptions are to occur, (b) the routing in
which proceeds are to be directed into the shareholder's account, and (c) the
priority among Portfolios and classes of shares in which redemptions are to
occur.

Except as provided below, Program payments will be made on or about the
20th day of the month during the frequency period selected by the shareholder.
Program payments may also be processed through Automated Clearing House (ACH)
to the shareholder's account on or about the 10th, 15th or 25th day of each
month. Participants may not redeem sums in any period in excess of the
equivalent of 1% of aggregate Fund holdings (at the net asset value on the date
of redemption) during each month. Program redemptions will only be effected
after the Fund has assured itself that good payment has been received for the
purchase of shares which are to be redeemed.

Class X shareholders participating in the Program must at all times own
shares of the Fund worth $100,000 or more in the aggregate as determined by the
then current net asset value per share. Class Y shareholders participating in
the Program must at all times own shares of the Fund worth $50,000 or more in
the aggregate as determined by the then current net asset value per share. A
shareholder's participation in the Program will also automatically terminate if
redemptions are made outside the Program.

Checkwriting Privileges

Shareholders owning shares of the Enhanced Reserves, Money Market and/or
U.S. Government Securities Portfolios may elect to redeem shares through
checkwriting privileges offered by Equity Planning. In order to exercise this
privilege, qualified shareholders must (a) complete the appropriate
application, (b) submit the required signature card/ incumbency certificate
containing guaranteed signatures of all authorized check signatories, and (c)
designate the priority among Portfolios and classes of shares in which
redemptions are to occur in order to cover the amount of each check.
Applications are available by contacting Equity Planning at 100 Bright Meadow
Boulevard, P.O. Box 2200, Enfield, Connecticut 06083-2200 or by calling (800)
814-1897.

Checkwriting privileges are subject to rules and procedures adopted from
time to time by Equity Planning. Checkwriting privileges may be amended or
withdrawn upon ten days prior notice. Equity Planning reserves the right, in
its sole and absolute discretion, to refuse to honor checks and/or terminate
checkwriting privileges with respect to a shareholder in the event that (a)
amounts drawn in any check are less than $500; (b) the shareholder at any time
owns shares of the Fund worth $50,000 or less, as determined by the then
current net asset value(s) per share; (c) the shareholder owns shares of the
Fund worth less than the amount of any check, as determined on the

22
<PAGE>

date of presentment of such check to the Transfer Agent; or (d) honoring a
check requires redemption of shares purchased with sums from the shareholder
which have not been actually and properly received by the Fund (which may take
at least fifteen days after receipt of the check). Presently, there is no
charge to the shareholder for this privilege. Equity Planning reserves the
right, however, to assess charges in connection with checks drawn against
non-sufficient funds or for research expenses.

When a check is presented to Equity Planning for payment, a sufficient
number of full and fractional shares owned by the shareholder and identified as
being available for such purposes will be redeemed to cover the amount of the
check. The number of shares to be redeemed will be determined on the date the
check is received by the Transfer Agent. Checks will be processed on days the
Exchange is open. If the net asset value(s) of the shares owned by the
shareholder are insufficient to cover the amount of a check presented, or if
good and sufficient funds required to purchase such shares have not been
actually received by the Fund, Equity Planning shall return such check marked
"Non-sufficient Funds" and no shares shall be redeemed. Canceled checks
returned to shareholders shall be deemed to constitute confirmation of
redemptions. Shareholders may not close an account by a withdrawal check.

Redemption-in-Kind

To the extent consistent with state and federal law, the Fund may make
payment of the redemption price either in cash or in kind. The Fund has elected
to pay in cash all requests for redemption by any shareholder of record, but
may limit such cash in respect to each shareholder during any 90 day period to
the lesser of $250,000 or 1% of the net asset value of the Fund at the
beginning of such period. This election has been made pursuant to Rule 18f-1
under the 1940 Act and is irrevocable while the Rule is in effect unless the
Securities and Exchange Commission, by order, permits its withdrawal. In case
of a redemption in kind, securities delivered in payment for shares would be
valued at the same value assigned to them in computing the net asset value per
share of the Fund. A shareholder receiving such securities would incur
brokerage costs when it sold the securities.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Portfolio will be treated as a separate mutual fund for federal
income tax purposes. Each Portfolio intends to elect to be taxed as a regulated
investment company ("RIC") and qualify as such annually under Subchapter M of
the Internal Revenue Code (the "Code"). As a RIC, each Portfolio will not be
subject to federal income tax on its ordinary income and net realized gains
distributed to its shareholders. Each Portfolio intends to distribute
sufficient ordinary income and net realized capital gains, if any, annually to
avoid the imposition of federal income tax or a non-deductible 4% excise tax.

Many investors, including most tax qualified plan investors, may be
eligible for preferential federal income tax treatment on distributions
received from the Portfolio and dispositions of shares of the Portfolio. The
Fund has not sought opinions of counsel or applied for a ruling from the
Internal Revenue Service as to whether the assessment of higher distribution
fees with respect to Class Y Shares may result in any dividends or
distributions constituting "preferential dividends" under the Code. Complete
assurances cannot be given when or whether the Fund will receive a favorable
opinion or ruling or, the potential consequences associated with an adverse
determination. This Prospectus does not attempt to describe in any respect such
preferential tax treatment. Any prospective investor that is a trust or other
entity eligible for special tax treatment under the Code that is considering
purchasing shares of the Fund should consult its tax advisor about the federal,
state or local tax consequences particular to it, as should persons considering
whether to have amounts held for their benefit in such trusts or other entities
which intend to invest in shares of the Fund.

Investors that do not receive preferential tax treatment are subject to
federal income tax on distributions received with respect to their shares of
the Fund. Distributions of the Fund's ordinary income and short-term capital
gains are taxable to shareholders as ordinary income whether received in cash
or shares of the Fund's. Designated long-term capital gains distributions are
taxable as long-term capital gains whether distribution in cash or additional
shares and regardless of how long the shareholder owned the shares of the Fund;
however, a loss recognized on the sale of the shares of a Portfolio held for
six months or less will be treated as a long-term capital loss to the extent of
long-term capital gains distributions received on those shares. Certain
designated dividends paid by the Fund may be eligible for the
dividends-received deduction for corporate shareholders. Shareholders should
consult with their tax advisor for additional information concerning the
federal, state, local and foreign tax consequences of purchasing shares of the
Portfolio.

Dividends from net investment income, if any, of the Money Market
Portfolio and Enhanced Reserves Portfolio will be declared daily and paid
monthly. Dividends from net investment income for all other Portfolios will be
accrued and paid semiannually. Dividends from net realized capital gains, if
any, will be declared and paid annually for all Portfolios. Dividends and
distributions with respect to the shares of any class of any Portfolio will be
payable in full and fractional shares of such class of Portfolio at the net
asset value on the first business day after the record date, or, at the option
of the shareholder, in cash. Any shareholder who purchases shares of a
Portfolio prior to the close of business on the record date for a dividend or
distribution will be entitled to receive such dividend or distribution.

The foregoing is only a summary of some of the important tax
considerations generally affecting the Portfolios and their

23
<PAGE>

shareholders. Shareholders should consult competent tax advisers regarding
specific tax situations.

ADDITIONAL INFORMATION

Organization of the Fund

The capitalization of the Fund consists solely of an unlimited number of
shares of beneficial interest. The Fund currently offers shares in eight
different Portfolios, each offering two classes. Holders of shares of a
Portfolio have equal rights with regard to voting, redemptions, dividends,
distributions, and liquidations with respect to that Portfolio (provided that
Class Y Shares of a Portfolio bear higher distribution fees and pay
correspondingly lower dividends per share than Class X Shares of the same
Portfolio). Shareholders of all Portfolios vote on the election of Trustees. On
matters affecting an individual Portfolio (such as approval of an investment
advisory agreement or a change in fundamental investment policies), a separate
vote of that Portfolio is required. On matters affecting an individual class
(such as approval of matters relating to the Class Y distribution plan), a
separate vote of that class is required. Shares of each Portfolio are fully
paid, nonassessable, redeemable and fully transferable when they are issued.
Shares do not have cumulative voting rights, conversion, preemptive rights or
subscription rights.

The assets received by the Fund for the issue or sale of shares of each
Portfolio and all income, earnings, profits and proceeds thereof, are allocated
to such Portfolio (and class if applicable) subject only to the rights of
creditors, and constitute the underlying assets of such Portfolio (and class if
applicable). The underlying assets of each Portfolio are required to be
segregated on the books of account, and are to be charged with the expenses in
respect to such Portfolio and with a share of the general expenses of the Fund.
Any general expenses of the Fund not readily identifiable as belonging to a
particular Portfolio or class will be allocated by or under the direction of
the Trustees as they determine fair and equitable.

Unlike the stockholders of a corporation, there is a possibility that the
shareholders of a Massachusetts business trust such as the Fund may be
personally liable for debts or claims against the Fund. The Declaration of
Trust provides that shareholders shall not be subject to any personal liability
for the acts or obligations of the Fund and that every written agreement,
undertaking or obligation made or issued by the Fund shall contain a provision
to that effect. The Declaration of Trust provides for indemnification out of
the trust property for all losses and expenses of any shareholder held
personally liable for the obligations of the Fund. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability, which
is considered remote, is limited to circumstances in which the Fund itself
would be unable to meet its obligations.

Prior to March 1, 1996, the Balanced, Managed Bond, Growth, Money Market
and U.S. Government Securities Portfolios existed as the Balanced Account
(Separate Account L), Managed Bond Account (Separate Account P), Growth Stock
Account (Separate Account S), Money Market Account (Separate Account G), and
U.S. Government Account (Separate Account U), respectively; separate investment
accounts of Phoenix Home Life, pursuant to the insurance laws of the State of
New York and the laws of other States. Each separate account was maintained for
the purpose of investing amounts allocated thereto by Phoenix Home Life under
certain group annuity contracts issued by Phoenix Home Life in connection with
pension or profit-sharing plans which meet the requirements of Section 401(a)
of the Internal Revenue Code of 1986, as amended. The separate accounts were
not investment companies pursuant to the 1940 Act. Accordingly, a risk factor
associated with an investment in the Fund is that it has no operating history
as a mutual fund prior to March 1, 1996.

On October 16, 1995, the Board of Directors of Phoenix Home Life approved
the conversion of each such separate account into a corresponding Portfolio of
the Fund. As of March 1, 1996, the net assets of each separate account were
transferred into the corresponding Portfolio of the Fund in exchange for shares
of that Portfolio which were credited to each contractholder in accordance with
the value of that contractholder's separate account units as of the close of
business on such date. Each separate account was then terminated.

On June 3, 1996 Phoenix Duff & Phelps Institutional Enhanced Reserves
Portfolio, a portfolio of Phoenix Duff & Phelps Institutional Mutual Funds
entered into an Agreement and Plan of Reorganization with Duff & Phelps
Enhanced Reserves Fund, a series of Duff & Phelps Mutual Funds. The Board of
Trustees of the Phoenix Duff & Phelps Institutional Mutual Funds determined
that the Reorganization to combine the assets of the Enhanced Reserves
Portfolio with those of the Enhanced Reserves Fund would achieve greater
operating economies and increased portfolio diversification. At a Special
Meeting of Shareholders of Duff & Phelps Enhanced Reserves Fund held July 19,
1996, the holders of shares of beneficial interest, approved the Agreement and
Plan of Reorganization pursuant to which the Duff & Phelps Enhanced Reserves
Fund transferred all of its net assets to the Phoenix Duff & Phelps
Institutional Enhanced Reserves Portfolio in exchange for corresponding shares
of beneficial interest, of the Phoenix Funds, which shares were then
distributed to shareholders of the Duff & Phelps Enhanced Reserves Fund.

Additional Inquiries

Inquiries and requests for the Statement of Additional Information, the
Annual Report to Shareholders and the Semiannual Report to Shareholders should
be directed to Equity Planning at (800) 814-1897 or 100 Bright Meadow
Boulevard, P.O. Box 2200, Enfield, Connecticut 06083-2200.

24
<PAGE>

APPENDIX

A-1 and P-1 Commercial Paper Ratings

The Money Market Portfolio will only invest in commercial paper which at
the date of investment is rated A-1 by Standard & Poor's Corporation or P-1 by
Moody's Investors Service, Inc., or, if not rated, is issued or guaranteed by
companies which at the date of investment have an outstanding debt issue rated
AA by Standard & Poor's or Aa by Moody's.

Commercial paper rated A-1 by Standard & Poor's Corporation ("S&P") has
the following characteristics: Liquidity ratios are adequate to meet cash
requirements. Long-term senior debt is rated "A" or better. The issuer has
access to at least two additional channels of borrowing. Basic earnings and
cash flow have an upward trend with allowance made for unusual circumstances.
Typically, the issuer's industry is well established and the issuer has a
strong position within the industry. The reliability and quality of management
are unquestioned.

The rating P-1 is the highest commercial paper rating assigned by Moody's
Investors Service, Inc. ("Moody's"). Among the factors considered by Moody's in
assigning ratings are the following: (1) evaluation of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationship which exists with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations.

Moody's Investors Service, Inc., Corporate Bond Ratings

Aaa--Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they Comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities.

A--Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.

Baa--Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba--Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca--Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.

C--Bonds which are rated C are the lowest rated class of bonds and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

Standard and Poor's Corporation's Corporate
Bond Ratings

AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

AA--Bonds rated AA also qualify as high-quality debt obligations. Capacity
to pay principal and interest is very strong, and in the majority of instances
they differ from AAA issues only in small degree.

A--Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.

BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit protection parameters,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity to pay principal and interest for bonds in this category
than for bonds in the A category.

BB-B-CCC-CC--Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and CC the highest degree of
speculation. While such bonds will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.

25
<PAGE>

D--Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if
the applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace period. The D rating also will be used
upon the filing of a bankruptcy petition if debt service payments are
jeopardized.

Fitch Investor Services, Inc.

AAA--Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest and
repay principal, which is unlikely to be affected by reasonably foreseeable
events.

AA--Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated "AAA". Because bonds rated
in the "AAA" and "AA" categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issuers is generally
rated "F-1+."

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions
and circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these bonds,
and therefore impair timely payment. The likelihood that the ratings of these
bonds will fall below investment grade is higher than for bonds with higher
ratings.

BB--Bonds are considered speculative. The obligor's ability to pay
interest and repay principal may be affected over time by adverse economic
changes. However, business and financial alternatives can be identified which
could assist the obligor in satisfying its debt service requirements.

B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued
timely payment of principal and interest reflects the obligor's limited margin
of safety and the need for reasonable business and economic activity throughout
the life of the issue.

CCC--Bonds have certain identifiable characteristics which, if not
remedied, may lead to default. The ability to meet obligations requires an
advantageous business and economic environment.

CC--Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C--Bonds are in imminent default in payment of interest or principal.

DDD, DD, and D--Bonds are in default on interest and/or principal
payments. Such bonds are extremely speculative and should be valued on the
basis of their ultimate recovery value in liquidation or reorganization of the
obligor. "DDD" represents the highest potential for recovery on these bonds,
and "D" represents the lowest potential for recovery.

Plus (+) Minus (-)--Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs however, are not used in the "DDD", "DD", or "D" categories.

Duff & Phelps Credit Rating Co. Rating Scale--Duff & Phelps (not
affiliated with the Fund or DPIM) offers ratings for short-term and long-term
debt, preferred stock, structured financings, and insurer's claims paying
ability. D&P ratings are specific to credit quality, i.e., the likelihood of
timely payment for principal, interest, and in the case of a preferred stock
rating, preferred stock dividends. The insurance company claims paying ability
ratings reflect an insurer's ability to meet its claims obligations.

Long-Term Ratings

<TABLE>
<CAPTION>
<S> <C>
AAA Highest Quality
AA+, AA, AA- High Quality
A+, A, A- Good Quality
BBB+, BBB, BBB- Satisfactory Quality
(investment grade)
BB+, B, B- Non-Investment Grade
B+, B, B- Non-Investment Grade
CCC Speculative
</TABLE>

26
<PAGE>

BACKUP WITHHOLDING INFORMATION

Step 1. Please make sure that the social security number or taxpayer
identification number (TIN) which appears on the Application complies
with the following guidelines:

<TABLE>
<S> <C>
Account Type Give Social Security Number or Tax Identification Number of:
- ---------------------------------------------------------------------------------------------------------
Individual Individual
- ---------------------------------------------------------------------------------------------------------
Joint (or Joint Tenant) Owner who will be paying tax
- ---------------------------------------------------------------------------------------------------------
Uniform Gifts to Minors Minor
- ---------------------------------------------------------------------------------------------------------
Legal Guardian Ward, Minor or Incompetent
- ---------------------------------------------------------------------------------------------------------
Sole Proprietor Owner of Business (also provide owner's name)
- ---------------------------------------------------------------------------------------------------------
Trust, Estate, Pension Plan Trust Trust, Estate, Pension Plan Trust (not personal TIN of fiduciary)
- ---------------------------------------------------------------------------------------------------------
Corporation, Partnership,
Other Organization Corporation, Partnership, Other Organization
- ---------------------------------------------------------------------------------------------------------
Broker/Nominee Broker/Nominee
- ---------------------------------------------------------------------------------------------------------
</TABLE>

Step 2. If you do not have a TIN, you must obtain Form SS-5 (Application for
Social Security Number) or Form SS-4 (Application for Employer
Identification Number) from your local Social Security or IRS office and
apply for one. Write "Applied For" in the space on the application.

Step 3. If you are one of the entities listed below, you are exempt from
backup withholding.
[bullet] A corporation
[bullet] Financial institution
[bullet] Section 501(a) exempt organization (IRA, Corporate
Retirement Plan, 403(b), Keogh)
[bullet] United States or any agency or instrumentality thereof
[bullet] A State, the District of Columbia, a possession of the United
States, or any subdivision or instrumentality thereof
[bullet] International organization or any agency or instrumentality
thereof
[bullet] Registered dealer in securities or commodities registered in
the U.S. or a possession of the U.S.
[bullet] Real estate investment trust
[bullet] Common trust fund operated by a bank under section 584(a)
[bullet] An exempt charitable remainder trust, or a non-exempt trust
described in section 4947(a)(1)
[bullet] Regulated Investment Company

If you are in doubt as to whether you are exempt, please contact the Internal
Revenue Service.

Step 4. IRS Penalties--If you do not supply us with your TIN, you will be
subject to an IRS $50 penalty unless your failure is due to reasonable
cause and not willful neglect. If you fail to report interest, dividend
or patronage dividend income on your federal income tax return, you will
be treated as negligent and subject to an IRS 5% penalty tax on any
resulting underpayment of tax unless there is clear and convincing
evidence to the contrary. If you falsify information on this form or
make any other false statement resulting in no backup withholding on an
account which should be subject to a backup withholding, you may be
subject to an IRS $500 penalty and certain criminal penalties including
fines and imprisonment.

- -----------
This Prospectus sets forth concisely the information about the Phoenix Duff &
Phelps Institutional Mutual Funds (the "Fund") which you should know before
investing. Please read it carefully and retain it for future reference.

The Fund has filed with the Securities and Exchange Commission a Statement of
Additional Information, dated May 1, 1998. The Statement contains more detailed
information about the Fund and is incorporated into this Prospectus by
reference. You may obtain a free copy of the Statement by writing the Fund, c/o
Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, Connecticut 06083-2200.

Financial information relating to the Fund is contained in the Annual Report to
Shareholders for the year ended December 31, 1997 and is incorporated into the
Statement of Additional Information by reference.

[RECYCLE]Printed on recycled paper using soybean ink
<PAGE>

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE>

Phoenix Duff & Phelps Institutional Mutual Funds
PO Box 2200
Enfield CT 06083-2200

[PHOENIX
DUFF&PHELPS LOGO]

PDP 039 (5/98)

<PAGE>

PHOENIX
FUNDS

PROSPECTUS
MAY 1, 1998

Phoenix Duff & Phelps
Institutional Mutual Funds

o REAL ESTATE EQUITY SECURITIES PORTFOLIO

[PHOENIX
DUFF&PHELPS LOGO]

<PAGE>

PHOENIX REAL ESTATE EQUITY SECURITIES PORTFOLIO
101 Munson Street
Greenfield, MA 01301
(800) 814-1897

PROSPECTUS

May 1, 1998

The Phoenix Real Estate Equity Securities Portfolio (the "Real Estate
Portfolio") seeks as its investment objective capital appreciation and income
with approximately equal emphasis. It intends under normal circumstances to
invest primarily in marketable securities of publicly traded real estate
investment trusts (REITS) and companies that invest in, operate, develop,
and/or manage real estate located in the United States.

Phoenix Duff & Phelps Institutional Mutual Funds (the "Fund") is an
open-end management investment company whose shares are presently offered in
eight separate portfolios. Each portfolio generally operates as a separate fund
with its own investment objectives and policies designed to meet its specific
investment goals. This Prospectus offers only the shares of the Phoenix Real
Estate Equity Securities Portfolio.

This Prospectus sets forth concisely the information about the Real Estate
Portfolio that a prospective investor should know before investing. No dealer,
salesperson or other person has been authorized to give any information or to
make any representations, other than those contained in this Prospectus, and,
if given or made, such other information or representations must not be relied
upon as having been authorized by the Fund, Adviser or Distributor. This
Prospectus does not constitute an offer to sell or solicitation of an offer to
buy any of the securities offered hereby in any state in which, or to any
person whom it is unlawful to make such offer. Investors should read and retain
this Prospectus for future reference. Additional information about the Fund and
the Real Estate Portfolio is contained in the Statement of Additional
Information dated May 1, 1998 which has been filed with the Securities and
Exchange Commission and is available at no charge by calling (800) 814-1897 or
by writing to Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard,
P.O. Box 2200, Enfield, Connecticut 06083-2200. The Statement of Additional
Information is incorporated herein by reference.

The Commission maintains a Web site (http://www.sec.gov) that contains
this Prospectus, the Statement of Additional Information, material incorporated
by reference, and other information regarding registration that file
electronically with the Commission.

1
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
-----
<S> <C>
INTRODUCTION ..................................... 3
FUND EXPENSES .................................... 4
FINANCIAL HIGHLIGHTS ............................. 5
PERFORMANCE INFORMATION .......................... 6
INVESTMENT OBJECTIVES AND POLICIES ............... 7
INVESTMENT TECHNIQUES AND RELATED RISKS .......... 8
INVESTMENT RESTRICTIONS .......................... 11
MANAGEMENT OF THE FUND ........................... 11
DISTRIBUTION PLAN ................................ 12
HOW TO BUY SHARES ................................ 12
NET ASSET VALUE .................................. 14
HOW TO REDEEM SHARES ............................. 14
DIVIDENDS, DISTRIBUTIONS AND TAXES ............... 15
ADDITIONAL INFORMATION ........................... 16
</TABLE>

2
<PAGE>

INTRODUCTION

This Prospectus describes certain of the shares offered by and the
operations of Phoenix Duff & Phelps Institutional Mutual Funds (the "Fund").
The Fund is an open-end management investment company established as a
Massachusetts business trust pursuant to an Agreement and Declaration of Trust
dated December 4, 1995 as amended from time to time. The Fund presently
consists of eight separate portfolios. Each portfolio has a different
investment objective and invests primarily in certain types of securities and
is designed to meet different investment needs. This Prospectus pertains only
to the Phoenix Real Estate Equity Securities Portfolio (the "Real Estate
Portfolio" or "Portfolio").

The investment adviser for the Real Estate Portfolio at its inception was
Phoenix Realty Securities, Inc. ("PRS"). PRS is a wholly-owned indirect
subsidiary of Phoenix Home Life Mutual Insurance Company. On March 2, 1998,
Duff & Phelps Investment Management Co. ("DPIM") purchased the management
rights for the Portfolio from PRS and PRS' contract was assigned to DPIM (the
"Adviser"). For managing or directing the investments of the Real Estate
Portfolio, the Adviser is entitled to a basic monthly fee equivalent to 0.50%
of the aggregate daily net assets of such Real Estate Portfolio. In addition,
this fee is subject to a performance adjustment to the extent that Portfolio
annual performance differs from prescribed benchmarks.

The Distributor and Distribution Plan

Phoenix Equity Planning Corporation ("Equity Planning" or "Distributor"),
serves as national distributor of the Fund's shares. See "Distribution Plan"
and the Statement of Additional Information. Equity Planning also acts as the
Fund's financial agent and transfer agent. See "The Financial Agent and
Administrator" and "The Custodian and Transfer Agent."

The Fund has adopted a distribution plan for Class Y Shares pursuant to
Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940
Act"). The distribution plan adopted for Class Y Shares provides that the Fund
shall pay the Distributor at an annual rate of 0.25% of the Fund's average
daily Class Y Share net assets for expenses incurred in connection with
furnishing shareholder services and maintaining shareholder accounts. See
"Distribution Plan."

Purchase of Shares

The Real Estate Portfolio is currently authorized to offer two classes of
shares on a continuous basis. Class X Shares and Class Y Shares are both
available to Plans (as hereafter defined) and institutional investors which
initially purchase shares whose net asset value equals or exceeds $250,000. The
minimum subsequent investment for each class is $100. "Plans" are defined as
corporate, public, union and governmental pension plans. Shares of each class
represent an identical interest in the investment portfolio of the Real Estate
Portfolio, and generally have the same rights except that Class Y Shares bear
the cost of higher distribution fees which cause the Class Y Shares to have a
higher expense ratio and to receive lower dividends than Class X Shares. See
"How To Buy Shares."

Redemption of Shares

Shares may be redeemed at any time at the net asset value per share next
computed after receipt of a redemption request by the Transfer Agent. See "How
to Redeem Shares."

Risk Factors

There can be no assurance that the Real Estate Portfolio will achieve its
investment objective. Although the Real Estate Portfolio does not invest
directly in real property, it does invest primarily in securities concentrated
in and directly related to the real estate industry and may therefore be
subject to certain risks associated with the ownership of real estate and with
the real estate industry in general. The Real Estate Portfolio is
non-diversified, and therefore its value is potentially more susceptible to
adverse developments affecting the real estate industry. The risk factors
relevant to investment in the Real Estate Portfolio should be reviewed and are
set forth in the "Investment Objectives and Policies" and "Investment
Techniques and Related Risks" sections of this Prospectus and Statement of
Additional Information.

3
<PAGE>

FUND EXPENSES

The following table illustrates all expenses and fees that a shareholder
will incur. The expenses and fees set forth in the table are for the period
ended December 31, 1997.

<TABLE>
<CAPTION>
Real Estate Portfolio
----------------------------------
Class X Shares Class Y Shares
---------------- ---------------
<S> <C> <C>
Shareholder Transaction Expenses:
Maximum Sales Load Imposed on Purchases (as a percentage of offering price) None None
Maximum Sales Load Imposed on Reinvested Dividends None None
Deferred Sales Load None None
Redemption Fees None None
Exchange Fee None None
Annual Fund Operating Expenses (as a percentage of average net assets)
Management Fees 0.50% 0.50%
12b-1 Fees None 0.25%(a)
Other Operating Expenses (After Reimbursement)(b) 0.40% 0.40%
----- ------
Total Fund Operating Expenses 0.90% 1.15%
===== ======
</TABLE>

- -----------
(a) "12b-1 Fees" represent an asset based sales charge that, for a long
term shareholder, may be higher than the economic equivalent of the maximum
front-end sales charge permitted by the National Association of Securities
Dealers, Inc. ("NASD").

(b) Phoenix Realty Securities, Inc. has voluntarily agreed to reimburse or
waive Other Operating Expenses of Class X and Y Shares of the Real Estate
Portfolio, excluding interest, taxes, brokerage fees, commissions and
extraordinary expenses until December 31, 1998 to the extent that such expenses
exceed 0.40% of the average annual net asset values. Other Operating Expenses
for the fiscal year ended December 31, 1997 would have been 1.86% and 1.86%,
respectively, absent such reimbursement or waiver, and Total Operating Expenses
for the fiscal year ended December 31, 1997 would have been 2.36% and 2.61%,
for Class X and Y Shares, respectively, absent such reimbursement or waiver.

<TABLE>
<CAPTION>
Cumulative Expenses
Paid for the Period
Example* 1 year 3 years 5 years 10 years
- ----------------------- -------- --------- --------- ---------
<S> <C> <C> <C> <C>
An investor would pay the
following expenses on a $1,000
investment assuming
(1) 5% annual return and (2)
redemption at the end of each
time period:
Real Estate Portfolio
Class X Shares 9 29 50 111
Class Y Shares 12 37 63 140
</TABLE>

*The purpose of the table above is to help the investor understand the various
costs and expenses that the investor will bear directly or indirectly. The
example should not be considered a representation of past or future expenses.
Actual expenses may be greater or less than those shown. For additional
information regarding various costs and expenses, see "Management of the Fund,"
and "How to Buy Shares."

4
<PAGE>

FINANCIAL HIGHLIGHTS

The following table sets forth certain financial information for the Real
Estate Portfolio. The financial information has been audited by Price
Waterhouse LLP, independent accountants. The Real Estate Portfolio's Financial
Statements and notes thereto are incorporated by reference in the Statement of
Additional Information.The Statement of Additional Information and the Real
Estate Portfolio's most recent Annual Report (containing additional information
relating to the Portfolio's performance) are available at no charge upon
request by calling (800) 243-4361.

FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)
- --------------------------------------------------------------------------------
REAL ESTATE PORTFOLIO

<TABLE>
<CAPTION>
Class X Class Y
-------------------- -------------------
From Inception From Inception
5/1/97 to 12/31/97 5/1/97 to 12/31/97
-------------------- -------------------
<S> <C> <C>
Net asset value, beginning of period ........... $ 10.00 $ 10.00
Income from investment operations(5)
Net investment income ........................ 0.39(1) 0.34(1)
Net realized and unrealized gain ............. 1.96 2.00
------- -------
Total from investment operations ........... 2.35 2.34
------- -------
Less distributions
Dividends from net investment income ......... (0.35) (0.34)
Dividends from net realized gains ............ (0.04) (0.04)
------- -------
Total distributions ........................ (0.39) (0.38)
------- -------
Change in net asset value ...................... 1.96 1.96
------- -------
Net asset value, end of period ................. $ 11.96 $ 11.96
======= ========
Total return ................................... 23.70%(3) 23.55%(3)
Ratios/supplemental data:
Net assets, end of period (thousands) ......... $15,791 $ 855
Ratio to average net assets of:
Operating expenses ........................... 0.90%(2) 1.15%(2)
Net investment income(5) ..................... 4.75%(2) 4.51%(2)
Portfolio turnover ............................. 4%(3) 4%(3)
Average commission rate paid ................... $0.0500(4) $0.0500(4)
</TABLE>

- -----------

(1) Includes reimbursement of operating expenses by investment adviser of
$0.16 and $0.16, respectively.

(2) Annualized.
(3) Not annualized.
(4) A fund is required to disclose its average commission rate per share for
securities trades on which commissions are charged. This rate generally
does not reflect mark-ups, mark-downs or spreads on shares traded on a
principal basis.

(5) Distributions are made in accordance with the prospectus; however, class
level per share income from investment operations may vary from
anticipated results depending on the timing of share purchases and
redemptions.

5
<PAGE>

PERFORMANCE INFORMATION

The Fund may, from time to time, include the performance history of the
Real Estate Portfolio (and each Class thereof) in advertisements, sales
literature or reports to current or prospective shareholders. Both yield and
total return figures are computed separately for Class X and Class Y Shares in
accordance with formulas specified by the Securities and Exchange Commission.

Standardized quotations of average annual total return for each class of
shares will be expressed in terms of the average annual compounded rate of
return of a hypothetical investment in either Class X or Class Y Shares over a
period of 1, 5, and 10 years (or up to the life of the class of shares).
Standardized total return quotations reflect the deduction of a proportional
share of each Class's expenses (on an annual basis), and assume that all
dividends and distributions are reinvested when paid. It is expected that the
performance of Class X Shares shall be better than that of Class Y Shares as a
result of lower distribution fees and certain incrementally lower expenses paid
by Class X Shares. The Fund may also quote supplementally a rate of total
return over different periods of time by means of aggregate, average, and
year-by-year or other types of total return figures.

Yield will be computed by dividing the Portfolio's net investment income
over a 30-day period by an average value of invested assets (using the average
number of shares entitled to receive dividends and the maximum offering price
per share at the end of the period), all in accordance with applicable
regulatory requirements. Such amount will be compounded for six months and then
annualized for a twelve-month period to derive the Portfolio's yield for each
class.

The Portfolio may from time to time include in advertisements information
containing total return and the ranking of those performance figures relative
to such figures for groups of mutual funds having similar investment objectives
as categorized by ranking services such as Lipper Analytical Services, Inc.,
CDA Investment Technologies, Inc., Weisenberger Financial Services, Inc. and
rating services such as Morningstar, Inc. Additionally, the Portfolio or a
Class of the Portfolio may compare its performance results to other investment
or savings vehicles (such as certificates of deposit) and may refer to results
published in various publications such as Changing Times, Forbes, Fortune,
Money, Barrons, Business Week and Investor's Daily, Stanger's Mutual Fund
Monitor, The Stanger Register, Stanger's Investment Adviser, The Wall Street
Journal, Pensions & Investments, Institutional Investor, REIT Watch, The New
York Times, Consumer Reports, Registered Representative, Financial Planning,
Financial Services Weekly, Financial World, U.S. News and World Report,
Standard and Poors The Outlook, and Personal Investor. The Portfolio may, from
time to time, illustrate the benefits of tax deferral by comparing taxable
investments to investments made through tax-deferred retirement plans. The
total return may also be used to compare the performance of the Portfolio
against certain widely acknowledged outside standards or indices for stock and
bond market performance, such as the Standard & Poor's 500 Composite Stock
Price Index (the "S&P 500"), Consumer Price Index, Lehman Brothers Corporate
Index and Lehman Brothers T-Bond Index. The S&P 500 is a commonly quoted
measure of stock market performance and represents common stocks of companies
of varying sizes segmented across 90 different industries which are listed on
the New York Stock Exchange, the American Stock Exchange or traded over the
NASDAQ National Market System.

Advertisements, sales literature and other communications may contain
information about the Fund or Adviser's current investment strategies and
management style. Current strategies and style may change to respond to a
changing market and economic conditions. From time to time, the Fund may
discuss specific portfolio holdings or industries in such communications. To
illustrate components of overall performance, the Fund may compare the
Portfolio's equity or bond return figure to well-known indices of market
performance including but not limited to the S&P 500, Dow Jones Industrial
Average, and Salomon Brothers Corporate and Government Bond Indices, Russell
2000, Lehman Brothers Bond Index, Wilshire Real Estate Securities Index, NAREIT
Equity Total Return Index, NAREIT Combined Index, and NCREIF Property Index.

The NCREIF Property Index is produced by the National Council of Real
Estate Investment Fiduciaries (NCREIF) and measures the historical performance
of income-producing properties owned by commingled funds on behalf of qualified
pension and profit-sharing trusts, or owned directly by these trusts and
managed on a separate account basis. Properties in the NCREIF Property Index
are unleveraged and the figures represent gross returns before advisory fees.
The NAREIT Combined Index and NAREIT Equity Total Return Index are published by
the National Association of Real Estate Investment Trusts (NAREIT). The NAREIT
Combined Index is comprised of all publicly-traded equity, mortgage or hybrid
REITs. The NAREIT Equity Total Return Index is comprised of all publicly-traded
Equity REITs. The Wilshire Securities Index measures the investment
characteristics of publicly traded real estate securities such as REITs, real
estate operating companies and partnerships.

Performance information for the Portfolio (and each Class thereof)
reflects only the performance of a hypothetical investment in a Class X Shares
or Class Y Shares of the Portfolio during the particular time period in which
the calculations are based. Performance information is not an indication of
future performance. Performance information should be considered in light of
the Portfolio's investment objectives and policies, characteristics and
qualities of the Portfolio, and the market conditions during the given time
period, and should not be considered as a representation of what may be
achieved in the future. For a description of the methods used to determine
total return, see the Statement of Additional Information.

The Fund's Annual Report, available upon request and without charge, shall
contain a discussion of the performance of the Portfolio and a comparison of
that performance to a securities market index.

6
<PAGE>

INVESTMENT OBJECTIVES
AND POLICIES

The Real Estate Portfolio seeks as its investment objective capital
appreciation and income with approximately equal emphasis. It intends under
normal circumstances to invest primarily in marketable securities of publicly
traded real estate investment trusts (REITs) and stocks of companies that are
principally engaged in the real estate industry. Under normal circumstances,
the Real Estate Portfolio intends to invest at least 75% of the value of its
assets in these securities. The Portfolio has adopted a policy to concentrate
its investments in the real estate industry.

The investment objective of the Real Estate Portfolio is a fundamental
policy which may not be changed without the approval of a vote of a majority of
the outstanding shares of the Real Estate Portfolio. Risks are inherent in the
ownership of any security and there can be no assurance that the Real Estate
Portfolio will achieve its investment objective. The investment policies of the
Real Estate Portfolio will also affect the rate of portfolio turnover. A high
rate of portfolio turnover generally involves correspondingly greater brokerage
commissions or transaction costs, which are paid directly by the Fund. The
portfolio turnover rate for the Real Estate Portfolio is not anticipated to
exceed 75%.

Policies and limitations are considered at the time of purchase and the
sale of instruments is not required in the event of a change in circumstances.

REITs are pooled investment vehicles which invest primarily in income
producing real estate or real estate related loans or interests. Generally,
REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity
REITs invest the majority of their assets directly in real property and derive
income primarily from the collection of rents. Equity REITs can also realize
capital gains by selling properties that have appreciated in value. Mortgage
REITs invest the majority of their assets in real estate mortgages and derive
some income from the collection of interest payments. Hybrid REITs combine the
characteristics of both equity REITs and Mortgage REITs. The Real Estate
Portfolio intends to emphasize investment in equity REITs.

In determining whether an issuer is "principally engaged" in the real
estate industry, Adviser seeks companies which derive at least 50% of their
gross revenues or net profits from the ownership, development, construction,
financing, management or sale of commercial, industrial or residential real
estate. The equity securities of real estate companies considered for purchase
by the Real Estate Portfolio will consist of shares of beneficial interest,
marketable common stock, rights or warrants to purchase common stock, and
securities with common stock characteristics such as preferred stock and debt
securities convertible into common stock.

The Real Estate Portfolio may also invest up to 25% of its total assets in
(a) marketable debt securities of companies principally engaged in the real
estate industry, (b) mortgage-backed securities such as mortgage pass-through
certificates, real estate mortgage investment conduit ("REMIC") certificates
and collateralized mortgage obligations ("CMOs") (see "Investment Techniques
and Related Risks"); or (c) short-term investments.

The Real Estate Portfolio may invest in debt securities only if, at the
date of investment, they are rated within the four highest grades as determined
by Moody's Investors Services, Inc. (Aaa, Aa, A or Baa) or by Standard & Poor's
Corporation (AAA, AA, A or BBB) or, if not rated or rated under a different
system, are judged by Adviser to be of equivalent quality to debt securities so
rated. Securities rated Baa or BBB are medium grade investment obligations that
may have speculative characteristics. Changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity to make principal
and interest payments in the case of such obligations than is the case for
higher grade securities. The Real Estate Portfolio may, but is not obligated
to, dispose of debt securities whose credit quality falls below investment
grade. Unrated debt securities may be less liquid than comparable rated debt
securities and may involve somewhat greater risk than rated debt securities.

For temporary defensive purposes (as when market conditions in real estate
securities are extremely adverse such that Adviser believes there are
extraordinary risks associated with investment therein), the Real Estate
Portfolio may invest up to 100% of its total assets in short-term investments
such as money market instruments consisting of securities issued or guaranteed
by the U.S. Government, its agencies or instrumentalities; repurchase
agreements; certificates of deposit and bankers' acceptances issued by banks or
savings and loan associations having net assets of at least $500 million as of
the end of their most recent fiscal year; high-grade commercial paper rated, at
time of purchase, in the top two categories by a national rating agency or
determined to be of comparable quality by Adviser at the time of purchase.

Risk Considerations

The Real Estate Portfolio is non-diversified under the federal securities
laws. As a non-diversified portfolio, there is no restriction under the 1940
Act on the percentage of assets that may be invested at any time in the
securities of any one issuer. To the extent that the Real Estate Portfolio is
not fully diversified, it may be more susceptible to adverse economic,
political or regulatory developments affecting a single issuer than would be
the case if it were more broadly diversified. In addition, investments by the
Real Estate Portfolio in securities of companies providing mortgage servicing
will be subject to the risks associated with refinancings and their impact on
servicing rights.

Although the Real Estate Portfolio does not invest directly in real
estate, it does invest primarily in real estate securities and accordingly
concentrates its investment in the real estate industry. Accordingly, the value
of shares of the Real Estate Portfolio will fluctuate in response to changes in
economic conditions within the real estate industry. Risks associated with the
direct ownership of real estate and with the real estate

7
<PAGE>

industry in general include, among other things, possible declines in the value
of real estate; risks related to general and local economic conditions;
possible lack of availability of mortgage funds; over-building; extended
vacancies of properties; increases in competition, property taxes and operating
expenses; changes in zoning laws; costs resulting from the clean-up of, and
liability to third parties for damages resulting from, environmental problems;
casualty or condemnation losses; uninsured damages from flood, earthquakes or
other natural disasters; limitations on and variations in rents; dependency on
property management skill; the appeal of properties to tenants; and, changes in
interest rates. The Real Estate Portfolio may also invest in mortgage-backed
securities as described above. The risks associated with such securities are
described in the section "Mortgage-Related Securities."

Investing in REITs involves certain unique risks in addition to those
risks associated with investing in the real estate industry in general. Equity
REITs may be affected by changes in the value of the underlying property owned
by the REITs, while mortgage REITs may be affected by the quality of any credit
extended. REITs are dependent upon management skills, are not diversified, and
are subject to the risks of financing projects. As the Real Estate Portfolio
may invest in new or unseasoned REIT issuers, it may be difficult or impossible
for Adviser to necessarily ascertain the value of each of such REIT's
underlying assets, management capabilities and growth prospects. In addition,
REITs are subject to heavy cash flow dependency, default by borrowers,
self-liquidation, and the possibilities of failing to qualify for the exemption
from tax on distributed income under the Internal Revenue Code of 1986, as
amended (the "Code") and failing to maintain their exemptions from the 1940
Act. REITs whose underlying assets include long-term health care properties,
such as nursing, retirement and assisted living homes, may be impacted by
federal regulations concerning the health care industry. The Real Estate
Portfolio will indirectly bear its proportionate share of any expenses paid by
REITs in which it invests in addition to the expenses paid by the Real Estate
Portfolio itself.

REITs (especially mortgage REITs) are subject to interest rate risks. When
interest rates decline, the value of a REIT's investment in fixed rate
obligations usually rises. Conversely, when interest rates rise, the value of a
REIT's investment in fixed rate obligations can be expected to decline. In
contrast, as interest rates on adjustable rate mortgage loans are reset
periodically, yields on a REIT's investment in such loans will gradually align
themselves to reflect changes in market interest rates, causing the value of
such investments to fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.

In addition, investing in REITs involves risks similar to those associated
with investing in small capitalization companies. REITs may have limited
financial resources, may trade less frequently and in a limited volume and may
be more subject to abrupt or erratic price movements than larger capitalization
stocks included in the S&P 500.

The Portfolio commenced operations on May 1, 1997 based upon an initial
capitalization of $5 million provided by Phoenix Home Life. The ability of the
Portfolio to raise additional capital for investment purposes may directly
affect the spectrum of portfolio holdings and performance.

INVESTMENT TECHNIQUES AND RELATED RISKS

In addition to the investment policies described above, the Real Estate
Portfolio may utilize the following investment practices or techniques:

"When issued" and "delayed delivery" Securities
The Real Estate Portfolio may purchase and sell securities on a "when
issued" and "delayed delivery" basis. The Real Estate Portfolio accrues no
income on such securities until the Real Estate Portfolio actually takes
delivery of such securities. These transactions are subject to market
fluctuation; the value of the securities at delivery may be more or less than
their purchase price. The yields generally available on comparable securities
when delivery occurs may be higher than yields on the securities obtained
pursuant to such transactions. Because the Real Estate Portfolio relies on the
buyer or seller to consummate the transaction, failure by the other party to
complete the transaction may result in the Portfolio missing the opportunity of
obtaining a price or yield considered to be advantageous. The Real Estate
Portfolio will engage in "when issued" and "delayed delivery" transactions for
the purpose of acquiring securities consistent with the Portfolio's investment
objective and policies and not for the purpose of investment leverage.

Securities Lending

The Real Estate Portfolio may lend its securities to brokers, dealers and
financial institutions provided that the market value of the securities subject
to any such loans does not exceed 33% of the value of the total assets (taken
at market value) of the Portfolio; and receive, as collateral, cash or cash
equivalents which at all times while the loan is outstanding, will be
maintained in amounts equal to at least 102% of the current market value of the
loaned securities. Any cash collateral will be invested in short-term
securities. All fees or charges earned from securities lending will inure to
the benefit of the Real Estate Portfolio. The Real Estate Portfolio will have
the right to regain record ownership of loaned securities within six business
days and to exercise beneficial rights such as voting rights and subscription
rights. While a securities loan is outstanding, the Real Estate Portfolio will
receive amounts equal to any interest or other distributions with respect to
the loaned securities. Any agreement to lend securities shall provide that
borrowers are obligated to return the identical securities or their equivalent
at termination of the loan and, that the Real Estate Portfolio shall have the
right to retain any collateral or use the same to purchase equivalent
securities should the borrower fail to return securities as required. Lending
portfolio securities involves a risk of delay in the recovery of the loaned
securities and possibly the loss of the collateral if the borrower fails
financially. See the Statement of Additional Information.

8
<PAGE>

Illiquid Securities

The Real Estate Portfolio may invest up to 15% of its net assets, taken at
market values at the time of investment, in "illiquid securities." For this
purpose, illiquid securities include any securities for which market quotations
are not readily available, or other securities which are not deemed liquid
pursuant to procedures adopted by the Trustees. Such investments may include
repurchase agreements with deemed maturities in excess of seven days, certain
private placements and certain Rule 144A Securities (as discussed below). Among
other risks unique to certain illiquid securities (as described elsewhere in
this Prospectus and Statement of Additional Information), illiquid securities
may be thinly or not actively traded, and as a result, the Real Estate
Portfolio may experience difficulties in valuing or disposing of these
securities. Pursuant to procedures adopted by the Trustees, restricted
securities, including Rule 144A Securities, can be presumptively deemed to be
liquid if the portfolio manager can regularly obtain two consistent broker
quotes for the security.

Short-Term Instruments

Short-term investments will be in high grade short-term securities such as
commercial paper, drafts, notes payable upon demand or having maturities
varying from one day to 397 days, municipal notes, Bankers' Acceptances,
Certificates of Deposit or any other form of short-term security but may also
include cash should such a holding appear to be consistent with the goal of
maximizing earnings. It is intended that commercial paper held by the Real
Estate Portfolio will be rated A-1 by Standard & Poor's Corporation or P-1 by
Moody's Investors Service, Inc. or, if unrated, be issued by companies with an
outstanding debt issue currently rated at least AA by Standard & Poor's
Corporation or Aa by Moody's Investors Service, Inc. Certificates of Deposits
must be issued by banks which have capital, surplus and undivided profits of at
least $500 million.

Mortgage-Related Securities

The Real Estate Portfolio may invest in securities that directly or
indirectly represent a participation in, or are secured by and payable from,
mortgage loans secured by real property ("Mortgage-Related Securities"). These
instruments are referred to as "derivatives" as their value is derived from the
value of the underlying security or securities. The Mortgage-Related Securities
in which the Real Estate Portfolio may invest include those with fixed,
floating and variable interest rates and those with interest rates that change
based on multiples of changes in interest rates. Although certain
Mortgage-Related Securities are guaranteed by a third party or otherwise
similarly secured, the market value of the security, which may fluctuate, is
not so secured. If the Real Estate Portfolio purchases a Mortgage-Related
Security at a premium, all or part of the premium may be lost if there is a
decline in the market value of the security, whether resulting from changes in
interest rates or prepayments in the underlying mortgage collateral. As with
other interest-bearing securities, the prices of certain Mortgage-Related
Securities are inversely affected by changes in interest rates, while other
securities which the Real Estate Portfolio may purchase may be structured so
that their interest rates will fluctuate inversely (and thus their price will
increase as interest rates rise and decrease as interest rates fall) in
response to changes in interest rates. Though the value of a Mortgage-Related
Security may decline when interest rates rise, the converse is not necessarily
true, since in periods of declining interest rates the mortgages underlying the
security are more likely to prepay. For this and other reasons, a
Mortgage-Related Security's stated maturity may be shortened by unscheduled
prepayments on the underlying mortgages, and, therefore, it is not possible to
predict accurately the security's return. In addition, regular payments
received in respect of Mortgage-Related Securities include both interest and
principal. If the underlying mortgage securities experience greater than
anticipated prepayments of principal, the Real Estate Portfolio may fail to
fully recoup its initial investment in these securities even if the securities
are rated in the highest rating category by a nationally recognized statistical
rating organization. No assurance can be given as to the return the Portfolio
will receive when these amounts are reinvested.

The Real Estate Portfolio may also invest up to 25% of its total assets in
mortgage-backed securities such as mortgage pass-through certificates, real
estate mortgage investment conduit ("REMIC") certificates and collateralized
mortgage obligations ("CMOs"). CMOs are derivative securities or "derivatives"
and are hybrid instruments with characteristics of both mortgage-backed and
mortgage pass-through securities. Similar to a bond, interest and pre-paid
principal on a CMO are paid, in most cases, semiannually. CMOs may be
collateralized by whole mortgage loans but are more typically collateralized by
portfolios of mortgage pass-through securities guaranteed by Government
National Mortgage Association (GNMA) or the Federal National Mortgage
Association. CMOs are structured into multiple classes, with each class bearing
a different stated maturity. Monthly payments of principal, including
prepayments, are first returned to investors holding the shortest maturity
class; investors holding the longer maturity classes receive principal only
after the first class has been retired. REMICs are similar to CMOs and are
fixed pools of mortgages with multiple classes of interests held by investors.

The Real Estate Portfolio may also invest in pass-through securities that
are derived from mortgages. A pass-through security is formed when mortgages
are pooled together and undivided interests in the pool or pools are sold. The
cash flow from the mortgages is passed through to the holders of the securities
in the form of periodic payments of interest, principal and prepayments (net of
a service fee).

The Real Estate Portfolio may purchase pass-through securities at a
premium or at a discount. The values of pass-through securities in which the
Real Estate Portfolio may invest will fluctuate with changes in interest rates.
The value of such securities varies inversely with interest rates, except that
when interest rates decline, the value of pass-through securities may not
increase as much as other debt securities because of the prepayment feature.
Changes in the value of such securities will

9
<PAGE>

not affect interest income from those obligations but will be reflected in the
Real Estate Portfolio's net asset value.

A particular risk associated with pass-through securities involves the
volatility of prices in response to changes in interest rates, or prepayment
risk. Prepayment rates are important because of their effect on the yield and
price of securities. Prepayments occur when the holder of an individual
mortgage prepays the remaining principal before the mortgage's scheduled
maturity date. As a result of the pass-through of prepayments of principal on
the underlying securities, mortgage-backed securities are often subject to more
rapid prepayment of principal than their stated maturity would indicate.
Although the pattern of prepayments is estimated and reflected in the price
paid for pass-through securities at the time of purchase, the actual prepayment
behavior of mortgages cannot be known at that time. Therefore, it is not
possible to predict accurately the realized yield or average life of a
particular issue of pass-through securities. Prepayments that occur faster than
estimated adversely affect yields for pass-throughs purchased at a premium
(that is, a price in excess of principal amount) and may cause a loss of
principal because the premium may not have been fully amortized at the time the
obligation is repaid. The opposite is true for pass-throughs purchased at a
discount. Furthermore, the proceeds from prepayments usually are reinvested at
current market rates, which may be higher than, but are usually lower than, the
rates earned on the original pass-through securities. Prepayments on a pool of
mortgage loans are influenced by a variety of economic, geographic, social and
other factors, including changes in mortgagors' housing needs, job transfers,
unemployment, mortgagors' net equity in the mortgaged properties and servicing
decisions. Generally, however, prepayments on fixed rate mortgage loans will
increase during a period of falling interest rates and decrease during a period
of rising interest rates. Mortgage-backed securities may decrease in value as a
result of increases in interest rates and may benefit less than other fixed
income securities or decline in value from declining interest rates because of
risk of prepayment.

The Real Estate Portfolio may also invest in securities issued by
corporate and other special purpose entities in which the source of income
payments on the securities is a dedicated pool of assets ("Asset-Backed
Securities"). The securitization techniques used for Asset-Backed Securities
are similar to those used for Mortgage-Related Securities. The collateral for
these securities has included home equity loans, automobile and credit card
receivables, boat loans, computer leases, airplane leases, mobile home loans,
recreational vehicle loans and hospital and other account receivables.

Financial Futures and Related Options

The Real Estate Portfolio may enter into financial futures contracts and
related options. These instruments are referred to as "derivatives" as their
value is derived from the value of the underlying security or securities. The
Real Estate Portfolio may purchase and sell financial futures contracts which
are traded on a recognized exchange or board of trade and may purchase exchange
or board-traded put and call options on financial futures contracts as a hedge
against anticipated changes in the market value of its portfolio securities or
securities which it intends to purchase.

The Real Estate Portfolio will engage in transactions in financial futures
contracts and related options only for hedging purposes and not for
speculation. In addition, the Real Estate Portfolio will not purchase or sell
any financial futures contract or related option if, immediately thereafter,
the sum of the margin deposits initially committed with respect to the
Portfolio's existing futures and related options positions and the premiums
paid for related options would exceed 5% of the market value of the Portfolio's
total assets. At the time of purchase of a futures contract or a call option on
a futures contract, any asset, including equity securities and non-investment
grade debt so long as the asset is liquid, unencumbered and marked to market
daily equal to the market value of the futures contract minus the Real Estate
Portfolio's initial margin deposit with respect thereto will be deposited in a
pledged account with the Portfolio to collateralize fully the position and
thereby ensure that it is not leveraged.

Engaging in transactions in financial futures contracts involves certain
risks, such as the possibility of an imperfect correlation between futures
market prices and cash market prices and the possibility that the Adviser could
be incorrect in its expectations as to the direction or extent of various
interest rate movements, in which case the Real Estate Portfolio's return might
have been greater had hedging not taken place. There is also the risk that a
liquid secondary market may not exist. The risk in purchasing an option on a
financial futures contract is that the Real Estate Portfolio will lose the
premium it paid. There may also be circumstances when the purchase of an option
on a financial futures contract would result in a loss to the Real Estate
Portfolio while the purchase or sale of the contract would not have resulted in
a loss. Futures and options may fail as hedging techniques in cases where the
price movements of the securities underlying the options and futures do not
follow the price movements of the portfolio securities subject to the hedge.
Financial losses relating to futures investing are potentially unlimited.

Repurchase Agreements

The Real Estate Portfolio may agree to purchase portfolio securities
subject to the seller's agreement to repurchase them at a mutually agreed upon
date and price. The Real Estate Portfolio will enter into such repurchase
agreements only with financial institutions that are deemed to be creditworthy
by the Adviser. During the term of any repurchase agreement, the Adviser will
continue to monitor the creditworthiness of the seller. Although the securities
subject to repurchase agreements may bear maturities exceeding thirteen months,
the Real Estate Portfolio does not presently intend to enter into repurchase
agreements with deemed maturities in excess of seven days. If in the future the
Real Estate Portfolio were to enter into repurchase agreements with deemed
maturities in excess of seven days, the Portfolio would do so only if such
investment, together with other illiquid securities, did not exceed 15% of the
value of the Portfolio's net assets. Default or bankruptcy of the seller would,

10
<PAGE>

however, expose the Real Estate Portfolio to possible delay in connection with
the disposition of the underlying securities or loss to the extend that
proceeds from a sale of the underlying securities were less than the repurchase
price under the agreement.

Private Placements and Rule 144A Securities

The Real Estate Portfolio may purchase securities which have been
privately issued or are issued by newly established emerging entities and are
subject to legal restrictions on resale or which are issued to qualified
institutional investors under special rules adopted by the Securities and
Exchange Commission ("SEC"). Such securities may offer higher yields than
comparable publicly traded securities. Such securities ordinarily can be sold
by the Portfolio in secondary market transactions to certain qualified
investors pursuant to rules established by the SEC, in privately negotiated
transactions to a limited number of purchasers or in a public offering made
pursuant to an effective registration statement under the Securities Act of
1933 as amended (the "1933 Act"). Public sales of such securities by the
Portfolio may involve significant delays and expense. Private sales often
require negotiation with one or more purchasers and may produce less favorable
prices than the sale of similar unrestricted securities. Public sales generally
involve the time and expense of the preparation and processing of a
registration statement under the 1933 Act (and the possible decline in value of
the securities during such period) and may involve the payment of underwriting
commissions. In some instances, the Portfolio may have to bear certain costs of
registration in order to sell such shares publicly. Pursuant to procedures
adopted by the Trustees, restricted securities, including Rule 144A Securities,
can be presumptively deemed to be liquid if the portfolio manager can regularly
obtain two consistent broker quotes for the security.

INVESTMENT RESTRICTIONS

The Real Estate Portfolio has adopted fundamental policies, which may not
be changed without the requisite shareholder vote, with regard to the issuance
of senior securities, short sales, the borrowing of money, the underwriting of
securities of other issuers, concentration of investments in particular
industries (other than real estate), the purchase and sale of real estate,
commodities and futures contracts, and the making of loans. These restrictions
are more particularly described in the Statement of Additional Information.

MANAGEMENT OF THE FUND

The Fund is an open-end, investment company, known as a mutual fund. The
Board of Trustees supervises the business affairs and investments of the Fund,
which is managed on a daily basis by each portfolio's investment adviser. The
Fund was organized as a Massachusetts business trust on December 4, 1995. The
Fund commenced operations on March 1, 1996. The Fund is currently authorized to
offer shares of beneficial interest in series and is currently offering shares
of eight portfolios. Two classes of shares are currently offered by each
portfolio.

The Adviser

The investment adviser to the Real Estate Portfolio is Duff & Phelps
Investment Management Co., which is located at 55 East Monroe Street, Suite
3600, Chicago, Illinois 60603. The Adviser is an indirect subsidiary of Phoenix
Home Life Mutual Insurance Company ("Phoenix Home Life"). As of December 31,
1997, the Adviser had approximately $13 billion in assets under management.
Phoenix Home Life is a mutual insurance company engaged in the insurance and
investment businesses. Phoenix Home Life's principal place of business is
located at One American Row, Hartford, Connecticut 06115. The Adviser also
serves as investment adviser to the Enhanced Reserves and Core Equity
Portfolios, the Core Equity Fund of Phoenix Equity Series Fund, the Real Estate
Securities Portfolio of Phoenix Multi-Portfolio Fund, the Real Estate
Securities Series of The Phoenix Edge Series Fund and three closed-end funds.

The Adviser continuously furnishes an investment program for the Real
Estate Portfolio and manages the investment and reinvestment of the assets
subject at all times to the supervision of the Trustees. The Adviser is
responsible for monitoring the services provided to the Portfolio. Under the
terms of the Investment Advisory Agreement, the Adviser is entitled to a
prescribed fee.

For managing, or directing the management, of the investments of the Real
Estate Portfolio, the Adviser is entitled to a basic monthly fee at the annual
rate of .50% of the average daily net asset value of the Portfolio. Such basic
monthly fee is subject to a performance adjustment based on the Portfolio's
annual performance as compared to certain prescribed benchmarks. The basic
monthly fee will therefore increase or decrease by .005% for every .10% after
the first .50% in which Portfolio performance on a rolling twelve month basis
is higher or lower than that of the NAREIT Equity Total Return Index. In no
event will the increase or decrease in any one 12-month period exceed .10%. The
adjustment shall be computed and paid monthly. The Adviser is not eligible for
the performance adjustment until the 13th month after inception of the
Portfolio.

The Portfolio Manager

Michael Schatt is responsible for managing the assets of the Real Estate
Portfolio. Mr. Schatt is employed as Managing Director of Phoenix Duff & Phelps
Corporation, an affiliate of the Adviser, and is a Vice President of Duff &
Phelps Investment Management Co. His current responsibilities include serving
as Portfolio Manager of the Phoenix Real Estate Securities Portfolio of Phoenix
Multi-Portfolio Fund and the Real Estate Securities Series of The Phoenix Edge
Series Fund, and managing the real estate investment securities of Duff &
Phelps Utilities Income Inc. Mr. Schatt served as Co-Portfolio Manager of the
Real Estate Portfolio from its inception (May 1, 1997) through February, 1998.
Previously he served as a Director of the Real Estate Advisory Practice for
Coopers & Lybrand, LLC and has over 16 years experience in the real estate
industry.

The Financial Agent and Administrator

Equity Planning serves as financial agent of the Fund and, as such,
provides bookkeeping and pricing services and certain other ministerial
functions. As compensation, Equity Planning is entitled to a fee, payable
monthly and based upon (a) the average of the aggregate daily net asset values
of the

11
<PAGE>

Portfolio, at the following incremental annual rates:

<TABLE>
<CAPTION>
<S> <C>
First $100 million .05%
$100 million to $300 million .04%
$300 million through $500 million .03%
Greater than $500 million .015%
</TABLE>

(b) a minimum fee of $70,000; and (c) an annual fee of $12,000 for each
class of shares beyond one. For the fiscal year ended December 31, 1997, Equity
Planning received $55,041 for its services to the Real Estate Portfolio. PFPC
has been retained by Equity Planning to perform certain administrative and
pricing services for the Real Estate Portfolio for which Equity Planning pays
PFPC a fee. While Equity Planning has delegated certain responsibilities to
PFPC, Equity Planning retains full responsibility for the performance of all
duties of financial agent.

Duff & Phelps Investment Management Co. ("DPIM") also serves as
administrator for the Portfolio, and as such, facilitates and provides
administrative services for the Portfolio. As compensation, under an
Administration Agreement, DPIM receives a fee, computed daily and payable
monthly, at the annual rate of 0.15% of the average daily net assets of the
Fund. For the fiscal year ended December 31, 1997, DPIM received $11,440 for
its services as administrator to the Real Estate Portfolio.

The Custodian and Transfer Agent

The custodian of the assets of the Real Estate Portfolio is State Street
Bank and Trust Company, P.O. Box 1713, Boston, Massachusetts 02101.

Equity Planning serves as transfer agent for the Fund (the "Transfer
Agent") for which it is paid $14.95 plus certain out-of-pocket expenses for
each designated shareholder account. The Transfer Agent is authorized to engage
sub-agents to perform certain shareholder servicing functions from time to time
for which such agents shall be paid a fee by the Transfer Agent.

Brokerage Commissions

Although the Conduct Rules of the National Association of Securities
Dealers, Inc. prohibit its members from seeking orders for the execution of
investment company portfolio transactions on the basis of their sales of
investment company shares, under such Rules, past sales of investment company
shares may be considered in selecting brokers to effect portfolio transactions.
Accordingly, some portfolio transactions are, subject to such Rules and to
obtaining best prices and executions, effected through dealers (excluding
Equity Planning) who sell shares of the Fund.

DISTRIBUTION PLAN

Equity Planning serves as the national distributor of the Fund's shares.
Equity Planning is registered as a broker-dealer in fifty states. The principal
offices of Equity Planning are located at 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, Connecticut 06083-2200. Philip R. McLoughlin is a Trustee and
President of the Fund and a director and officer of Equity Planning. Michael E.
Haylon, a director of Equity Planning, is an officer of the Fund. William R.
Moyer, a director and officer of Equity Planning, is an officer of the Fund. G.
Jeffrey Bohne, Nancy G. Curtiss, William E. Keen, III, Leonard J. Saltiel, and
Thomas N. Steenburg are officers of the Fund and officers of Equity Planning.

Equity Planning and the Fund have entered into an Underwriting Agreement
under which Equity Planning has agreed to use its best efforts to find
purchasers for Fund shares. The Fund has granted Equity Planning the exclusive
right to purchase from the Fund and resell, as principal, shares needed to fill
unconditional orders for Fund shares. Equity Planning may sell Fund shares
through its registered representatives or through securities dealers with whom
it has sales agreements. Equity Planning may also sell Fund shares pursuant to
sales agreements entered into with banks or bank affiliated securities brokers
who, acting as agent for their customers, place orders for Fund shares with
Equity Planning. Although the Glass-Steagall Act prohibits banks and bank
affiliates from engaging in the business of underwriting, distributing or
selling securities (including mutual fund shares), banking regulators have not
indicated that such institutions are prohibited from purchasing mutual fund
shares upon the order and for the account of their customers. If, because of
changes in law or regulations, or because of new interpretations of existing
law, it is determined that agency transactions of banks or bank affiliated
securities brokers are not permitted under the Glass-Steagall Act, the Trustees
will consider what action, if any, is appropriate. It is not anticipated that
termination of sales agreements with banks or bank affiliated securities
brokers would result in a loss to their customers or a change in the net asset
value per share of a portfolio of the Fund. The sale of Fund shares through a
bank or a securities broker affiliated with a bank is not expected to preclude
the Fund from borrowing from such bank or from availing itself of custodial or
transfer agency services offered by such bank.

The Trustees have adopted a distribution plan on behalf of the Class Y
Shares pursuant to Rule 12b-1 under the 1940 Act. The Class Y Share
distribution plan (the "Plan") has been approved by Phoenix Home Life as
initial, sole shareholder. The Plan authorizes the payment of a service fee to
Equity Planning in an amount equal to 0.25% annually of the average of the
daily net assets of Class Y Shares of each respective portfolio for each year
elapsed after the inception of the Plan. The Plan requires that at least
quarterly the Trustees must review a written report with respect to the amounts
expended under the Plan and the purposes for which such expenditures were made.
While the Plan is in effect, the Fund will be required to commit the selection
and nomination of candidates for Trustees who are not "interested persons" (as
defined in the 1940 Act) to the discretion of other Trustees then in office who
are not interested persons.

HOW TO BUY SHARES

The Fund currently issues two classes of shares of the Real Estate
Portfolio. Both Class X Shares and Class Y Shares are each available to Plans
(as hereafter defined) and institutional

12
<PAGE>

investors which initially purchase shares of the Fund whose net asset value
equals or exceeds $250,000. "Plans" are defined as corporate, public, union and
governmental pension plans. Completed applications for the purchase of shares
should be mailed to State Street Bank and Trust Company, P.O. Box 8301, Boston,
MA 02266-8301.

The minimum subsequent investment for each class is $100. Shares are sold
at the net asset value per share (as described below) next computed after a
completed application or purchase order is received by State Street Bank and
Trust Company or an authorized agent together with good and sufficient funds
therefor (certified checks, federal funds wires, and automated clearing house
transactions ("ACH")). Completed orders received on a business day prior to the
close of trading of the New York Stock Exchange (normally 4:00 PM eastern time)
will be processed based on that day's closing net asset value. Shares purchased
will be recorded in electronic book-entry form by the Transfer Agent. Sales of
shares may be made through broker-dealers, pension consultants or other
qualified financial agents/institutions.

The minimum initial investment amounts for the purchase of either class of
Fund shares shall be waived with respect to purchases by: (i) trust companies,
bank trust departments, broker-dealers financial planners and investment
advisers for funds over which such entity charges an account management fee and
which are held in a fiduciary, agency, advisory, custodial or similar capacity;
or (ii) Plans and institutional investors where the amounts invested represent
the redemption proceeds from the reorganization or merger of other investment
companies.

No trail fees are payable to broker-dealers or others in connection with
the purchase, sale or retention of Class X Shares.

Exchange Privileges

Shareholders may exchange Class X or Class Y Shares held in book-entry
form for shares of the same class of other Portfolios of the Fund or any other
"Affiliated Phoenix Fund" provided the following conditions are met: (1) the
shares that will be acquired in the exchange (the "Acquired Shares") are
available for sale in the shareholder's principal place of business; (2) the
Acquired Shares are the same class as the shares to be surrendered (the
"Exchanged Shares"); (3) the Acquired Shares will be registered to the same
shareholder account as the Exchanged Shares; (4) the account value of the
shares to be acquired must equal or exceed the minimum initial or subsequent
investment amount, as applicable, after the exchange is implemented; and (5)
the shareholder is qualified to acquire Fund shares in accordance with the
limitations described in this Prospectus. An "Affiliated Phoenix Fund" refers
to the Phoenix-Seneca Funds or any other mutual fund advised, subadvised or
distributed by the Adviser, Distributor or any of their corporate affiliates.

Market Timer Restrictions

Telephone Exchange Privileges

Unless a shareholder elects in writing not to participate in the Telephone
Exchange Privilege, shares may be exchanged by calling 800-814-1897 provided
that the exchange is made between accounts with identical registrations. Under
the Telephone Exchange Privilege, telephone exchange orders may also be entered
on behalf of the shareholder by his or her registered representative.

13
<PAGE>

will be confirmed in writing to the shareholder. To the extent that procedures
reasonably designed to prevent unauthorized telephone exchanges are not
followed, the Fund and/or the Transfer Agent may be liable for following
telephone instructions for exchange transactions that prove to be fraudulent.
Broker/dealers other than Equity Planning have agreed to bear the risk of any
loss resulting from any unauthorized telephone exchange instruction from the
firm or its registered representatives. However, the shareholder would bear the
risk of loss resulting from instructions entered by an unauthorized third party
that the Fund and/or the Transfer Agent reasonably believe to be genuine. The
Telephone Exchange Privilege may be modified or terminated at any time on 60
days' notice to shareholders. In addition, during times of drastic economic or
market changes, the Telephone Exchange Privilege may be difficult to exercise
or may be suspended temporarily. The Telephone Exchange Privilege is available
only in States where shares being acquired may be legally sold.

If a shareholder elects not to use the Telephone Exchange Privilege, in
order to exchange shares the shareholder must submit a written request to State
Street Bank and Trust Company, P.O. Box 8301, Boston, MA 02266-8301, ATTN:
Phoenix Duff & Phelps Institutional Mutual Funds. If the shares are being
exchanged between accounts that are not registered identically, the signature
on such request must be guaranteed by an eligible guarantor institution as
defined by the Transfer Agent in accordance with its signature guarantee
procedures. Currently, such procedures generally permit guarantees by banks,
broker dealers, credit union, national securities exchanges, registered
securities associations, clearing agencies and savings associations.

NET ASSET VALUE

The net asset value per share of the Real Estate Portfolio is determined
as of the close of trading of the New York Stock Exchange (the "Exchange") on
days when the Exchange is open for trading. The net asset value per share of
the Real Estate Portfolio is determined by adding the values of all securities
and other assets of the Portfolio, subtracting liabilities, and dividing by the
total number of outstanding shares of the Portfolio. The total liability
allocated to a class, plus that class's distribution fee and any other expenses
allocated solely to that class, are deducted from the proportionate interest of
such class in the assets of the Portfolio, and the resulting amount of each is
divided by the number of shares of that class outstanding to produce the net
asset value per share.

HOW TO REDEEM SHARES

Any holder of shares of the Real Estate Portfolio may require the Fund to
redeem its shares at any time at the net asset value per share next computed
after receipt of a redemption request in proper written form by State Street
Bank and Trust Company, P.O. Box 8301, Boston, MA 02266-8301, ATTN: Phoenix
Duff & Phelps Institutional Mutual Funds, or by an authorized agent. To be in
proper form to redeem shares, (1) the signature(s) of duly authorized
representative(s) of the shareholder must appear in the appropriate place upon
the stock power; (2) the stock power or any related instruction transmittal
must specify the name and account number of the shareholder exactly as
registered; (3) the request must make reference to the name of the Real Estate
Portfolio; and (4) and all such signatures must be guaranteed by an eligible
guarantor institution as determined in accordance with the standards and
procedures established by the Transfer Agent. Currently, such procedures
generally permit guarantees by banks, broker-dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. Signature(s) must also be guaranteed on any change of
address request submitted in conjunction with any redemption request.
Additional documentation may be required for redemptions by corporations,
partnerships or other organizations, or if redemption is requested by anyone
other than the shareholder(s) of record. Redemption requests will not be
honored until all required documents in proper form have been received.

In addition, the Fund maintains a continuous offer to repurchase its
shares, and shareholders may normally sell their shares through securities
dealers, brokers or agents who may charge customary commissions or fees for
their services. The redemption price in such case will be the price as of the
close of trading of the Exchange on that day, provided the order is received by
the dealer prior thereto, and is transmitted to the Distributor prior to the
close of its business. No charge is made by the Fund on redemptions, but shares
tendered through investment dealers may be subject to service charge by such
dealers. Payment for shares redeemed will be made within three days after
receipt of the written request in proper form; provided, however, that
redemption proceeds will not be disbursed until each check used for purchase of
shares has been cleared for payment by the investor's bank which may take up to
15 days after receipt of the check.

14
<PAGE>

Telephone Redemption Privileges

Unless a shareholder elects in writing not to participate in the Telephone
Redemption Privilege, shareholders may redeem shares valued at up to $100,000
by calling (800) 814-1897.

The Fund and the Transfer Agent will employ reasonable procedures to
confirm that telephone instructions are genuine. Address and bank account
information will be verified, telephone redemption instructions will be
recorded on tape, and all redemptions will be confirmed in writing to the
shareholder. If there has been an address change within the past 60 days, a
telephone redemption will not be authorized. To the extent that procedures
reasonably designed to prevent unauthorized telephone redemptions are not
followed, the Fund and/or the Transfer Agent may be liable for following
telephone instructions for redemption transactions that prove to be fraudulent.
Broker/dealers other than Equity Planning have agreed to bear the risk of any
loss resulting from any unauthorized telephone redemption instruction from the
firm or its registered representatives. However, the shareholder would bear the
risk of loss resulting from instructions entered by an unauthorized person or
third party that the Fund and/or the Transfer Agent reasonably believe to be
genuine. The Telephone Redemption Privilege may be modified or terminated at
any time without prior notice to shareholders. In addition, during times of
drastic economic or market changes, the telephone redemption privilege may be
difficult to exercise or may be suspended temporarily and a shareholder should
submit a written redemption request, as described above.

If the amount of the redemption is $500 or more, the proceeds may be wired
to the shareholder's designated U.S. commercial bank account. If the amount of
the redemption is less than $500, the proceeds will be sent by check to the
address of record on the shareholder's account. Telephone redemption orders
received and accepted by the Transfer Agent on any day when the Transfer Agent
is open for business will be entered at the next determined net asset value.
However telephone redemption orders received and accepted by the Transfer Agent
after the close of trading hours on the Exchange will be executed on the
following business day. The proceeds of a telephone redemption will normally be
sent on the first business day following receipt of the redemption request.
However, with respect to the telephone redemption of shares purchased by check,
such requests will only be effected after the Fund has assured itself that good
payment has been collected for the purchase of shares, which may take up to 15
days.

Systematic Withdrawal Program

The Systematic Withdrawal Program (the "Program") allows shareholders to
periodically redeem a portion of their shares on predetermined monthly,
quarterly, semi-annual or annual dates. In order to participate in the Program,
shareholders must provide written notice to the Transfer Agent specifying (a)
the frequency in which Program redemptions are to occur, (b) the routing in
which proceeds are to be directed into the shareholder's account, and (c) the
priority among classes of shares of the Portfolio in which redemptions are to
occur.

Redemption-in-kind

DIVIDENDS, DISTRIBUTIONS
AND TAXES

The Real Estate Portfolio will be treated as a separate mutual fund for
federal income tax purposes. The Real Estate Portfolio intends to elect to be
taxed as a regulated investment company ("RIC") and qualify as such annually
under Subchapter M of the Code. As a RIC, the Real Estate Portfolio will not be
subject to federal income tax on its ordinary income and net realized gains
distributed to its shareholders. The Real Estate Portfolio intends to
distribute sufficient ordinary income and net realized capital gains, if any,
annually to avoid the imposition of federal income tax or a non-deductible 4%
excise tax.

Many investors, including most tax qualified plan investors, may be
eligible for preferential federal income tax treatment on distributions
received from the Real Estate Portfolio and dispositions of shares of the Real
Estate Portfolio. The Fund has not sought opinions of counsel or applied for a
ruling from the Internal Revenue Service as to whether the assessment of

15
<PAGE>

higher distribution fees with respect to Class Y Shares may result in any
dividends or distributions constituting "preferential dividends" under the
Code. Complete assurances cannot be given when or whether the Fund will receive
a favorable opinion or ruling or, the potential consequences associated with an
adverse determination. This Prospectus does not attempt to describe in any
respect such preferential tax treatment. Any prospective investor that is a
trust or other entity eligible for special tax treatment under the Code that is
considering purchasing shares of the Fund should consult its tax advisor about
the federal, state or local tax consequences particular to it, as should
persons considering whether to have amounts held for their benefit in such
trusts or other entities which intend to invest in shares of the Fund.

Investors that do not receive preferential tax treatment are subject to
federal income tax on distributions received with respect to their shares of
the Fund. Distributions of the Portfolio's ordinary income and short-term
capital gains are taxable to shareholders as ordinary income whether received
in cash or shares of the Portfolio. Designated long-term capital gains
distributions are taxable as long-term capital gains whether distribution in
cash or additional shares and regardless of how long the shareholder owned the
shares of the Portfolio; however, a loss recognized on the sale of the shares
of the Real Estate Portfolio held for six months or less will be treated as a
long-term capital loss to the extent of long-term capital gains distributions
received on those shares. Certain designated dividends paid by the Portfolio
may be eligible for the dividends-received deduction for corporate
shareholders. Shareholders should consult with their tax advisor for additional
information concerning the federal, state, local and foreign tax consequences
of purchasing shares of the Real Estate Portfolio.

Dividends from net investment income for the Real Estate Portfolio will be
accrued and paid quarterly. Dividends from net realized capital gains, if any,
will be declared and paid annually for the Real Estate Portfolio. Dividends and
distributions with respect to the shares of any class of the Real Estate
Portfolio will be payable in full and fractional shares of such class of the
Portfolio at the net asset value on the first business day after the record
date, or, at the option of the shareholder, in cash. Any shareholder who
purchases shares of the Real Estate Portfolio prior to the close of business on
the record date for a dividend or distribution will be entitled to receive such
dividend or distribution.

The foregoing is only a summary of some of the important tax
considerations generally affecting the Real Estate Portfolio and its
shareholders. Shareholders should consult competent tax advisers regarding
specific tax situations.

ADDITIONAL INFORMATION

Organization of the Fund

The capitalization of the Fund consists solely of an unlimited number of
shares of beneficial interest. The Fund currently offers shares in eight
different portfolios, each offering two classes. Holders of shares of the Real
Estate Portfolio have equal rights with regard to voting, redemptions,
dividends, distributions, and liquidations with respect to the Real Estate
Portfolio (provided that Class Y Shares of the Real Estate Portfolio bear
higher distribution fees and pay correspondingly lower dividends per share than
Class X Shares). Shareholders of all portfolios vote on the election of
Trustees. On matters affecting the Real Estate Portfolio (such as approval of
an investment advisory agreement or a change in fundamental investment
policies), a separate vote of the Real Estate Portfolio is required. On matters
affecting an individual class (such as approval of matters relating to the
Class Y distribution plan), a separate vote of that class is required. Shares
of each portfolio are fully paid, nonassessable, redeemable and fully
transferable when they are issued. Shares do not have cumulative voting rights
conversion, preemptive rights or subscription rights.

The assets received by the Fund for the issue or sale of shares of each
portfolio and all income, earnings, profits and proceeds thereof, are allocated
to such portfolio (and class if applicable) subject only to the rights of
creditors, and constitute the underlying assets of such portfolio (and class if
applicable). The underlying assets of each portfolio are required to be
segregated on the books of account, and are to be charged with the expenses in
respect to such portfolio and with a share of the general expenses of the Fund.
Any general expenses of the Fund not readily identifiable as belonging to a
particular portfolio or class will be allocated by or under the direction of
the Trustees as they determine fair and equitable.

Additional Inquiries

16
<PAGE>

BACKUP WITHHOLDING INFORMATION

Step 1. Please make sure that the social security number or taxpayer
identification number (TIN) which appears on the Application complies
with the following guidelines:

<TABLE>
<S> <C>
Account Type Give Social Security Number or Tax Identification Number of:
- --------------------------------------------------------------------------------------------------------
Individual Individual
- --------------------------------------------------------------------------------------------------------
Joint (or Joint Tenant) Owner who will be paying tax
- --------------------------------------------------------------------------------------------------------
Uniform Gifts to Minors Minor
- --------------------------------------------------------------------------------------------------------
Legal Guardian Ward, Minor or Incompetent
- --------------------------------------------------------------------------------------------------------
Sole Proprietor Owner of Business (also provide owner's name)
- --------------------------------------------------------------------------------------------------------
Trust, Estate, Pension Plan Trust Trust, Estate, Pension Plan Trust (not personal TIN of fiduciary)
- --------------------------------------------------------------------------------------------------------
Corporation, Partnership,
Other Organization Corporation, Partnership, Other Organization
- --------------------------------------------------------------------------------------------------------
Broker/Nominee Broker/Nominee
- --------------------------------------------------------------------------------------------------------
</TABLE>

Step 3. If you are one of the entities listed below, you are exempt from
backup withholding.
[bullet] A corporation
[bullet] Financial institution
[bullet] Section 501(a) exempt organization (IRA, Corporate Retirement
Plan, 403(b), Keogh)
[bullet] United States or any agency or instrumentality thereof
[bullet] A State, the District of Columbia, a possession of the United
States, or any subdivision or instrumentality thereof
[bullet] International organization or any agency or instrumentality
thereof
[bullet] Registered dealer in securities or commodities registered in
the U.S. or a possession of the U.S.
[bullet] Real estate investment trust
[bullet] Common trust fund operated by a bank under section 584(a)
[bullet] An exempt charitable remainder trust, or a non-exempt trust
described in section 4947(a)(1)
[bullet] Regulated Investment Company

If you are in doubt as to whether you are exempt, please contact the Internal
Revenue Service.

The Fund has filed with the Securities and Exchange Commission a Statement of
Additional Information, dated May 1, 1998. The Statement contains more detailed
information about the Fund and is incorporated into this Prospectus by
reference. You may obtain a free copy of the Statement by writing the Fund c/o
Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, Connecticut 06083-2200.

Financial Information relating to the Fund is contained in the Annual Report to
Shareholders for the period ended December 31, 1997 and is incorporated into
the Statement of Additional Information by reference.

[RECYCLE] Printed on recycled paper using soybean ink

<PAGE>
[PHOENIX
REALTY LOGO]

PDP 2003 (5/98)

<PAGE>

PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS

101 Munson Street
Greenfield, Massachusetts 01301
(800) 814-1897

Statement of Additional Information

May 1, 1998

This Statement of Additional Information is not a prospectus but expands
upon and supplements the information contained in the current Prospectus of the
Phoenix Duff & Phelps Institutional Mutual Funds (the "Fund"), dated May 1,
1998 and should be read in conjunction with it. A copy may be obtained by
calling Phoenix Equity Planning Corporation ("Equity Planning") at (800)
814-1897, or by writing to Equity Planning at 100 Bright Meadow Boulevard, P.O.
Box 2200, Enfield, Connecticut 06083-2200.

TABLE OF CONTENTS

<TABLE>
<S> <C>
PAGE
----
THE FUND ................................... 2
INVESTMENT OBJECTIVES AND POLICIES ......... 2
INVESTMENT RESTRICTIONS .................... 9
PERFORMANCE INFORMATION .................... 11
PERFORMANCE COMPARISONS .................... 13
PORTFOLIO TURNOVER ......................... 13
THE INVESTMENT ADVISERS .................... 14
BROKERAGE ALLOCATION ....................... 14
DETERMINATION OF NET ASSET VALUE ........... 15
PURCHASE OF SHARES ......................... 16
DIVIDENDS, DISTRIBUTIONS AND TAXES ......... 16
THE DISTRIBUTOR ............................ 17
DISTRIBUTION PLAN .......................... 18
TRUSTEES AND OFFICERS ...................... 19
ADDITIONAL INFORMATION ..................... 32
</TABLE>

PDP 039B (5/98)

1
<PAGE>

THE FUND

Phoenix Duff & Phelps Institutional Mutual Funds (the "Fund") is an
open-end management investment company which was organized under Massachusetts
law on December 4, 1995 as a business trust. Prior to March 1, 1996, the Bond,
Balanced, Growth, Money Market and U.S. Government Securities Portfolios
existed as the Managed Bond Account ("Separate Account P"), Balanced Account
("Separate Account L"), Growth Stock Account ("Separate Account S"), Money
Market Account ("Separate Account G"), and U.S. Government Account ("Separate
Account U"), respectively, separate investment accounts of Phoenix Home Life
Mutual Insurance Company pursuant to the insurance laws of the State of New
York and the laws of other States. Prior to July 19, 1996, the Enhanced
Reserves Portfolio existed as Duff & Phelps Enhanced Reserves Fund, a series of
Duff & Phelps Mutual Funds. The Fund is a diversified, open-end management
investment company whose shares are presently offered in eight separate
portfolios, six of which are described here. Each portfolio generally operates
as a separate fund with its own investment objectives and policies designed to
meet its specific investment goals.

INVESTMENT OBJECTIVES AND POLICIES

The investment objectives and policies of each Portfolio are described in
the "Investment Objectives and Policies" and "Investment Techniques and Related
Risks" sections of the Prospectus. The following discussion supplements the
description of the Portfolio's investment policies and investment techniques
information contained in the Prospectus.

The investment objective of each Portfolio is deemed to be a fundamental
policy and may not be changed without the approval of the shareholders of that
Portfolio. Investment restrictions described in this Statement of Additional
Information are fundamental policies of the Fund and may not be changed as to
any Portfolio without the approval of the Portfolio's shareholders.

Money Market Instruments.

Certificates of Deposit. Certificates of deposit are generally short-term,
interest-bearing negotiable certificates issued by banks or savings and loan
associations against funds deposited in the issuing institution.

Time Deposits. Time deposits are deposits in a bank or other financial
institution for a specified period of time at a fixed interest rate for which a
negotiable certificate is not received.

Banker's Acceptances. A bankers' acceptance is a time draft drawn on a
commercial bank by a borrower usually in connection with an international
commercial transaction (to finance the import, export, transfer or storage of
goods). The borrower, as well as the bank, is liable for payment, and the bank
unconditionally guarantees to pay the draft at its face amount on the maturity
date. Most acceptances have maturities of six months or less and are traded in
secondary markets prior to maturity.

Commercial Paper. Commercial paper refers to short-term, unsecured
promissory notes issued by corporations to finance short-term credit needs.
Commercial paper is usually sold on a discount basis and has a maturity at the
time of issuance not exceeding nine months.

Corporate Debt Securities. Corporate debt securities with a remaining
maturity of less than one year tend to become extremely liquid and are traded
as money market securities.

U.S. Government Obligations. Securities issued or guaranteed as to
principal and interest by the United States Government include a variety of
Treasury securities, which differ only in their interest rates, maturities, and
times of issuance. Treasury bills have maturities of one year or less. Treasury
notes have maturities of one to ten years, and Treasury bonds generally have
maturities of greater than ten years. Agencies of the United States Government
which issue or guarantee obligations include, among others, Export-Import Banks
of the United States, Farmers Home Administration, Federal Housing
Administration, Government National Mortgage Association, Maritime
Administration, Small Business Administration and The Tennessee Valley
Authority. Obligations of instrumentalities of the United States Government
include securities issued or guaranteed by, among others, the Federal National
Mortgage Association, Federal Home Loan Banks, Federal Home Loan Mortgage
Corporation, Federal Intermediate Credit Banks, Banks for Cooperatives, and the
U.S. Postal Service. Some of these securities are supported by the full faith
and credit of the U.S. Government; others are supported by the right of the
issuer to borrow from the Treasury, while still others are supported only by
the credit of the instrumentality. The U.S. Government Securities Fund will
invest primarily in securities which are supported by the full faith and credit
of the U.S. Government.

Repurchase Agreements. The repurchase price under the repurchase
agreements described in the Prospectus generally equals the price paid by the
Fund plus interest negotiated on the basis of current short-term rates (which
may be more or less than the rate on the securities underlying the repurchase
agreement). Securities subject to repurchase agreements are held by the Fund's
custodian (or sub-custodian) or in the Federal Reserve/Treasury book-entry
system. Repurchase agreements are considered to be loans under the Investment
Company Act of 1940 as amended (the "1940 Act").

Reverse Repurchase Agreements. At the time the Fund enters into a reverse
repurchase agreement (an agreement under which the Fund sells portfolio
securities and agrees to repurchase them at an agreed-upon date and price), it
will place in a segregated custodial account liquid assets such as U.S.
Government securities or other liquid high grade debt securities having a value
equal

2
<PAGE>

to or greater than the repurchase price (including accrued interest) and will
subsequently monitor the account to ensure that such value is maintained.
Reverse repurchase agreements involve the risk that the market value of the
securities sold by the Fund may decline below the price of the securities it is
obligated to repurchase. Reverse repurchase agreements are considered to be
borrowings under the 1940 Act.

Bank Obligations. For purposes of a Portfolio's investment policies with
respect to bank obligations, the assets of a bank or savings institution will
be deemed to include the assets of its domestic and foreign branches.

Municipal Obligations. Municipal Obligations include debt obligations
issued by or on behalf of states, territories and possessions of the United
States and the District of Columbia and their political subdivisions, agencies
and instrumentalities to obtain funds for various public purposes, including
the construction of a wide range of public facilities, the refunding of
outstanding obligations, the payment of general operating expenses and the
extension of loans to public institutions and facilities.

The two principal classifications of Municipal Obligations consist of
"general obligation" and "revenue" issues. General obligation bonds are secured
by the issuer's pledge of its faith, credit and taxing power for the payment of
principal and interest, and, accordingly, the capacity of the issuer of a
general obligation bond as to the timely payment of interest and the repayment
of principal when due is affected by the issuer's maintenance of its tax base.
Revenue bonds are payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special tax or other specific revenue source; accordingly, the timely payment
of interest and the repayment of principal in accordance with the terms of such
bonds is a function of the economic viability of such facility or revenue
source. The Bond, Balanced and Enhanced Reserves Portfolios may include "moral
obligation" issues, which are normally issued by special purpose authorities.
There are, of course, variations in the quality of Municipal Obligations both
within a particular classification and between classifications, and the yields
on Municipal Obligations depend upon a variety of factors, including general
money market conditions, the financial condition of the issuer, general
conditions of the municipal bond market, the size of a particular offering, the
maturity of the obligation and the rating of the issue.

Certain types of Municipal Obligations (private activity bonds) are or
have been issued to obtain funds to provide privately operated housing
facilities, pollution control facilities, convention or trade show facilities,
mass transit, airport, port or parking facilities and certain local facilities
for water supply, gas, electricity or sewage or solid waste disposal. Private
activity bonds are also issued by privately held or publicly owned corporations
in the financing of commercial or industrial facilities. State and local
governments are authorized in most states to issue private activity bonds for
such purposes in order to encourage corporations to locate within their
communities. The principal and interest on these obligations may be payable
from the general revenues of the users of such facilities.

From time to time, proposals have been introduced before Congress for the
purpose of restricting or eliminating the Federal income tax exemption for
interest on Municipal Obligations. For example, under the Federal tax
legislation enacted in 1986, interest on certain private activity bonds must be
included in an investor's alternative minimum taxable income, and corporate
investors must treat all tax-exempt interest as an item of tax preference.
Dividends paid by the Portfolio that are derived from interest of Municipal
Obligations would be taxable to the Portfolio shareholders for Federal income
tax purposes.

Insured Municipal Obligations. Certain of the Municipal Obligations held
by a Portfolio may be insured as to the timely payment of principal and
interest. The insurance policies will usually be obtained by the issuer of the
Municipal Obligation at the time of its original issuance. In the event that
the issuer defaults on interest or principal payment, the insurer will be
notified and will be required to make payment to the bondholders. There is,
however, no guarantee that the insurer will meet its obligations. In addition,
such insurance will not protect against market fluctuations caused by changes
in interest rates and other factors.

Stand-By Commitments. Under a stand-by commitment, a dealer or bank agrees
to purchase from the Fund, at the Fund's option, specified Municipal
Obligations at their amortized cost value to the Fund plus accrued interest, if
any. Stand-by commitments may be sold, transferred or assigned by the Fund only
with the underlying Municipal Obligation. The Fund expects that stand-by
commitments will generally be available without the payment of any direct or
indirect consideration. However, if necessary or advisable, the Fund may pay
for a stand-by commitment either separately in cash or by paying a higher price
for portfolio securities which are acquired subject to the commitment (thus
reducing the yield to maturity otherwise available for the same securities).
Where the Fund paid any consideration directly or indirectly for a stand-by
commitment, its cost would be reflected as unrealized depreciation for the
period during which the commitment was held by the Fund.

The Fund intends to enter into stand-by commitments only with dealers,
banks and broker-dealers which, in the Adviser's opinion, present minimal
credit risks. The Fund's reliance upon the credit of these dealers, banks and
broker-dealers will be secured by the value of the underlying Municipal
Obligations that are subject to the commitment. In evaluating the
creditworthiness of the issuer of a stand-by commitment, the Adviser will
review periodically the issuer's assets, liabilities, contingent claims and
other relevant financial information. The Fund would acquire stand-by
commitments solely to facilitate portfolio liquidity and does not intend to
exercise its rights thereunder for trading purposes. Stand-by commitments
acquired by the Fund would be valued at zero in determining net asset value.

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<PAGE>

When-Issued and Delayed Delivery Transactions. When a Portfolio agrees to
purchase securities on a when-issued or delayed delivery basis, its custodian
will set aside cash, U.S. Government securities or other liquid high-grade debt
obligations equal to the amount of the purchase or the commitment in a separate
account. Normally, the custodian will set aside portfolio securities to meet
this requirement. The market value of the separate account will be monitored
and if such market value declines, the Portfolio will be required subsequently
to place additional assets in the separate account in order to ensure that the
value of the account remains equal to the amount of the Portfolio's
commitments. Because a Portfolio will set aside cash or liquid high-grade debt
securities in the manner described, the Portfolio's liquidity and ability to
manage its portfolio might be affected in the event its when-issued purchases
or delayed delivery commitments ever exceeded 25% of the value of its assets.
In the case of a delayed delivery of the sale of portfolio securities, the
Portfolio's custodian will hold the portfolio securities themselves in a
segregated account while the commitment is outstanding.

A Portfolio will make commitments to purchase securities on a when-issued
basis or delayed delivery basis only with the intention of completing the
transaction and actually purchasing or selling the securities. If deemed
advisable as a matter of investment strategy, however, the Portfolio may
dispose of or renegotiate a commitment after it is entered into, and may sell
securities it has committed to purchase before those securities are delivered
to the Portfolio on the settlement date. In these cases the Portfolio may
realize a capital gain or loss. When a Portfolio engages in when-issued and
delayed delivery transactions, it relies on the other party to consummate the
trade. Failure of such party to do so may result in the Portfolio's incurring a
loss or missing an opportunity to obtain a price considered to be advantageous.

The value of the securities underlying a when-issued purchase or a delayed
delivery to purchase securities, and any subsequent fluctuations in their
value, is taken into account when determining a Portfolio's net asset value
starting on the day a Portfolio agrees to purchase the securities. The
Portfolio does not earn interest on the securities it has committed to purchase
until they are paid for and delivered on the settlement date. When a Portfolio
makes a delayed delivery of the sale of securities it owns, the proceeds to be
received upon settlement are included in the Portfolio's assets, and
fluctuations in the value of the underlying securities are not reflected in the
Portfolio's net asset value as long as the commitment remains in effect.

Securities and Index Options. The Balanced and U.S. Government Securities
Portfolios may write covered call options and purchase call and put options.
Options and the related risks are summarized below.

Writing and Purchasing Options. Call options written by a Portfolio
normally will have expiration dates between three and nine months from the date
written. During the option period a Portfolio may be assigned an exercise
notice by the broker-dealer through which the call option was sold, requiring
the Portfolio to deliver the underlying security (or cash in the case of
securities index calls) against payment of the exercise price. This obligation
is terminated upon the expiration of the option period or at such earlier time
as the Portfolio effects a closing purchase transaction. A closing purchase
transaction cannot be effected with respect to an option once the Portfolio has
received an exercise notice.

The exercise price of a call option written by a Portfolio may be below,
equal to or above the current market value of the underlying security or
securities index at the time the option is written.

A multiplier for an index option performs a function similar to the unit
of trading for an option on an individual security. It determines the total
dollar value per contract of each point between the exercise price of the
option and the current level of the underlying index. A multiplier of 100 means
that a one-point difference will yield $100. Options on different indices may
have different multipliers.

Securities indices for which options are currently traded include the
Standard & Poor's 100 and 500 Composite Stock Price Indices, Computer/Business
Equipment Index, Major Market Index, Amex Market Value Index, Computer
Technology Index, Oil and Gas Index, NYSE Options Index, Gaming/Hotel Index,
Telephone Index, Transportation Index, Technology Index, and Gold/ Silver
Index. A Portfolio may write call options and purchase call and put options on
any other indices traded on a recognized exchange.

Closing purchase transactions will ordinarily be effected to realize a
profit on an outstanding call option written by a Portfolio, to prevent an
underlying security from being called, or to enable a Portfolio to write
another call option with either a different exercise price or expiration date
or both. A Portfolio may realize a net gain or loss from a closing purchase
transaction, depending upon whether the amount of the premium received on the
call option is more or less than the cost of effecting the closing purchase
transaction. If a call option written by a Portfolio expires unexercised, a
Portfolio will realize a gain in the amount of the premium on the option less
the commission paid.

The option activities of a Portfolio may increase its portfolio turnover
rate and the amount of brokerage commissions paid. A Portfolio will pay a
commission each time it purchases or sells a security in connection with the
exercise of an option. These commissions may be higher than those which would
apply to purchases and sales of securities directly.

Limitations on Options. A Portfolio may write call options only if they
are covered and if they remain covered so long as a Portfolio is obligated as a
writer. If a Portfolio writes a call option on an individual security, a
Portfolio will own the underlying security

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<PAGE>

at all times during the option period. A Portfolio will write call options on
indices only to hedge in an economically appropriate way portfolio securities
which are not otherwise hedged with options or financial futures contracts.
Call options on securities indices written by a Portfolio will be "covered" by
identifying the specific portfolio securities being hedged.

To secure the obligation to deliver the underlying security, the writer of
a covered call option on an individual security is required to deposit the
underlying security or other assets in escrow with the broker in accordance
with clearing corporation and exchange rules. In the case of an index call
option written by a Portfolio, a Portfolio will be required to deposit
qualified securities. A "qualified security" is a security against which a
Portfolio has not written a call option and which has not been hedged by a
Portfolio by the sale of a financial futures contract. If at the close of
business on any day the market value of the qualified securities falls below
100% of the current index value times the multiplier times the number of
contracts, a Portfolio will deposit an amount of cash or liquid assets equal in
value to the difference. In addition, when a Portfolio writes a call on an
index which is "in-the-money" at the time the call is written, a Portfolio will
pledge with its custodian bank any asset, including equity securities and non-
investment grade debt so long as the asset is liquid, unencumbered and marked
to market daily equal in value to the amount by which the call is
"in-the-money" times the multiplier times the number of contracts. Any amount
pledged may be applied to a Portfolio's obligation to segregate additional
amounts in the event that the market value of the qualified securities falls
below 100% of the current index value times the multiplier times the number of
contracts.

The Balanced, Enhanced Reserves and U.S. Government Securities Portfolios
may invest up to 2% of its total assets in exchange-traded call and put
options. Each of these Portfolios may sell a call option or a put option which
it has previously purchased prior to the purchase (in the case of a call) or
the sale (in the case of a put) of the underlying security. Any such sale of a
call option or a put option would result in a net gain or loss, depending on
whether the amount received on the sale is more or less than the premium and
other transaction costs paid. In connection with a Portfolio qualifying as a
regulated investment company under the Internal Revenue Code, other
restrictions on a Portfolio's ability to enter into option transactions may
apply from time to time. See "Taxes."

Risks Relating to Options. During the option period, the writer of a call
option has, in return for the premium received on the option, given up the
opportunity for capital appreciation above the exercise price should the market
price of the underlying security increase, but has retained the risk of loss
should the price of the underlying security decline. The writer has no control
over the time when it may be required to fulfill its obligation as a writer of
the option.

The risk of purchasing a call option or a put option is that a Portfolio
may lose the premium it paid plus transaction costs. If a Portfolio does not
exercise the option and is unable to close out the position prior to expiration
of the option, it will lose its entire investment.

An option position may be closed out only on an exchange which provides a
secondary market for an option of the same series. Although a Portfolio will
write and purchase options only when the Adviser believes that a liquid
secondary market will exist for options of the same series, there can be no
assurance that a liquid secondary market will exist for a particular option at
a particular time and that a Portfolio, if it so desires, can close out its
position by effecting a closing transaction. If the writer of a covered call
option is unable to effect a closing purchase transaction, it cannot sell the
underlying security until the option expires or the option is exercised.
Accordingly, a covered call writer may not be able to sell the underlying
security at a time when it might otherwise be advantageous to do so.

Possible reasons for the absence of a liquid secondary market on an
exchange include the following: (i) insufficient trading interest in certain
options; (ii) restrictions on transactions imposed by an exchange; (iii)
trading halts, suspensions or other restrictions imposed with respect to
particular classes or series of options or underlying securities; (iv)
inadequacy of the facilities of an exchange or the clearing corporation to
handle trading volume; and (v) a decision by one or more exchanges to
discontinue the trading of options or impose restrictions on orders.

Each exchange has established limitations governing the maximum number of
call options, whether or not covered, which may be written by a single investor
acting alone or in concert with others (regardless of whether such options are
written on the same or different exchanges or are held or written on one or
more accounts or through one or more brokers). An exchange may order the
liquidation of positions found to be in violation of these limits and it may
impose other sanctions or restrictions. The Adviser believes that the position
limits established by the exchanges will not have any adverse impact upon a
Portfolio or all of the Portfolios, in the aggregate.

Risks of Options on Indices. Because the value of an index option depends
upon movements in the level of the index rather than movements in the price of
a particular security, whether a Portfolio will realize a gain or loss on the
purchase or sale of an option on an index depends upon movements in the level
of prices in the market generally or in an industry or market segment rather
than upon movements in the price of an individual security. Accordingly,
successful use by a Portfolio of options on indices will be subject to the
Adviser's ability to predict correctly movements in the direction of the market
generally or in the direction of a particular industry. This requires different
skills and techniques than predicting changes in the prices of individual
securities.

5
<PAGE>

Index prices may be distorted if trading of certain securities included in
the index is interrupted. Trading in index options also may be interrupted in
certain circumstances, such as if trading were halted in a substantial number
of securities included in the index. If this occurred, a Portfolio would not be
able to close out options which it had written or purchased and, if
restrictions on exercise were imposed, might be unable to exercise an option it
purchased, which would result in substantial losses to a Portfolio. However, it
is the Fund's policy to write or purchase options only on indices which include
a sufficient number of securities so that the likelihood of a trading halt in
the index is minimized.

Because the exercise of an index option is settled in cash, an index call
writer cannot determine the amount of its settlement obligation in advance and,
unlike call writing on portfolio securities, cannot provide in advance for its
potential settlement obligation by holding the underlying securities.
Consequently, a Portfolio will write call options on indices only subject to
the limitations described above.

Price movements in securities in a Portfolio's holdings will not correlate
perfectly with movements in the level of the index and, therefore, a Portfolio
bears the risk that the price of the securities held by the Portfolio may not
increase as much as the level of the index. In this event, the Portfolio would
bear a loss on the call which would not be completely offset by movements in
the prices of a Portfolio's portfolio securities. It is also possible that the
index may rise when the value of a Portfolio's holdings securities does not. If
this occurred, the Portfolio would experience a loss on the call which would
not be offset by an increase in the value of its portfolio and might also
experience a loss in the market value of portfolio securities.

Unless a Portfolio has other liquid assets which are sufficient to satisfy
the exercise of a call on an index, a Portfolio will be required to liquidate
portfolio securities in order to satisfy the exercise. Because an exercise must
be settled within hours after receiving the notice of exercise, if a Portfolio
fails to anticipate an exercise, it may have to borrow from a bank (in an
amount not exceeding 10% of a Portfolio's total assets) pending settlement of
the sale of securities in its portfolio and pay interest on such borrowing.

When a Portfolio has written a call on an index, there is also a risk that
the market may decline between the time a Portfolio has the call exercised
against it, at a price which is fixed as of the closing level of the index on
the date of exercise, and the time a Portfolio is able to sell securities in
its portfolio. As with options on portfolio securities, a Portfolio will not
learn that a call has been exercised until the day following the exercise date
but, unlike a call on a portfolio security where a Portfolio would be able to
deliver the underlying security in settlement, a Portfolio may have to sell
part of its portfolio securities in order to make settlement in cash, and the
price of such securities might decline before they could be sold.

If a Portfolio exercises a put option on an index which it has purchased
before final determination of the closing index value for that day, it runs the
risk that the level of the underlying index may change before closing. If this
change causes the exercised option to fall "out-of-the-money" a Portfolio will
be required to pay the difference between the closing index value and the
exercise price of the option (multiplied by the applicable multiplier) to the
assigned writer. Although a Portfolio may be able to minimize this risk by
withholding exercise instructions until just before the daily cutoff time or by
selling rather than exercising an option when the index level is close to the
exercise price, it may not be possible to eliminate this risk entirely because
the cutoff times for index options may be earlier than those fixed for other
types of options and may occur before definitive closing index values are
announced.

Financial Futures and Related Options. Each Portfolio (other than the
Money Market and U.S. Government Securities Portfolios) may use financial
futures contracts and related options to hedge against changes in the market
value of its portfolio securities or securities which it intends to purchase.
Hedging is accomplished when an investor takes a position in the futures market
opposite to his cash market position. There are two types of hedges--long (or
buying) and short (or selling) hedges. Historically, prices in the futures
market have tended to move in concert with cash market prices, and prices in
the futures market have maintained a fairly predictable relationship to prices
in the cash market. Thus, a decline in the market value of securities in a
Portfolio's holdings may be protected against to a considerable extent by gains
realized on futures contracts sales. Similarly, it is possible to protect
against an increase in the market price of securities which a Portfolio may
wish to purchase in the future by purchasing futures contracts.

A Portfolio may purchase or sell any financial futures contracts which are
traded on a recognized exchange or board of trade. Financial futures contracts
consist of interest rate futures contracts and securities index futures
contracts. A public market presently exists in interest rate futures contracts
covering long-term U.S. Treasury bonds, U.S. Treasury notes, three-month U.S.
Treasury bills and GNMA certificates. Securities index futures contracts are
currently traded with respect to the Standard & Poor's 500 Composite Stock
Price Index and such other broad-based stock market indices as the New York
Stock Exchange Composite Stock Index and the Value Line Composite Stock Price
Index. A clearing corporation associated with the exchange or board of trade on
which a financial futures contract trades assumes responsibility for the
completion of transactions and also guarantees that open futures contracts will
be performed.

In contrast to the situation when a Portfolio purchases or sells a
security, no security is delivered or received by a Portfolio upon the purchase
or sale of a financial futures contract. Initially, a Portfolio will be
required to deposit in a segregated account with its custodian bank an amount
of cash, U.S. Treasury bills or liquid high grade debt obligations. This amount
is known as

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<PAGE>

initial margin and is in the nature of a performance bond or good faith deposit
on the contract. The current initial margin deposit required per contract is
approximately 5% of the contract amount. Brokers may establish deposit
requirements higher than this minimum. Subsequent payments, called variation
margin, will be made to and from the account on a daily basis as the price of
the futures contract fluctuates. This process is known as marking to market.

The writer of an option on a futures contract is required to deposit
margin pursuant to requirements similar to those applicable to futures
contracts. Upon exercise of an option on a futures contract, the delivery of
the futures position by the writer of the option to the holder of the option
will be accompanied by delivery of the accumulated balance in the writer's
margin account. This amount will be equal to the amount by which the market
price of the futures contract at the time of exercise exceeds, in the case of a
call, or is less than, in the case of a put, the exercise price of the option
on the futures contract.

Although financial futures contracts by their terms call for actual
delivery or acceptance of securities, in most cases the contracts are closed
out before the settlement date without the making or taking of delivery.
Closing out is accomplished by effecting an offsetting transaction. A futures
contract sale is closed out by effecting a futures contract purchase for the
same aggregate amount of securities and the same delivery date. If the sale
price exceeds the offsetting purchase price, the seller immediately would be
paid the difference and would realize a gain. If the offsetting purchase price
exceeds the sale price, the seller immediately would pay the difference and
would realize a loss. Similarly, a futures contract purchase is closed out by
effecting a futures contract sale for the same securities and the same delivery
date. If the offsetting sale price exceeds the purchase price, the purchaser
would realize a gain, whereas if the purchase price exceeds the offsetting sale
price, the purchaser would realize a loss. A Portfolio will pay commissions on
financial futures contracts and related options transactions. These commissions
may be higher than those which would apply to purchases and sales of securities
directly.

Limitations on Futures Contracts and Related Options. A Portfolio may not
engage in transactions in financial futures contracts or related options for
speculative purposes but only as a hedge against anticipated changes in the
market value of its portfolio securities or securities which it intends to
purchase. A Portfolio may not purchase or sell financial futures contracts or
related options if, immediately thereafter, the sum of the amount of initial
margin deposits on a Portfolio's existing futures and related options positions
and the premiums paid for related options would exceed 2% of the market value
of a Portfolio's total assets after taking into account unrealized profits and
losses on any such contracts. At the time of purchase of a futures contract or
a call option on a futures contract, any asset, including equity securities and
non-investment grade debt so long as the asset is liquid, unencumbered and
marked to market daily equal to the market value of the futures contract minus
a Portfolio's initial margin deposit with respect thereto will be deposited in
a pledged account with a Portfolio's custodian bank to collateralize fully the
position and thereby ensure that it is not leveraged. The extent to which a
Portfolio may enter into financial futures contracts and related options also
may be limited by the requirements of the Internal Revenue Code for
qualification as a regulated investment company. See "Taxes."

Risks Relating to Futures Contracts and Related Options. Positions in
futures contracts and related options may be closed out only on an exchange
which provides a secondary market for such contracts or options. A Portfolio
will enter into an option or futures position only if there appears to be a
liquid secondary market. However, there can be no assurance that a liquid
secondary market will exist for any particular option or futures contract at
any specific time. Thus, it may not be possible to close out a futures or
related option position. In the case of a futures position, in the event of
adverse price movements a Portfolio would continue to be required to make daily
margin payments. In this situation, if a Portfolio has insufficient cash to
meet daily margin requirements it may have to sell portfolio securities at a
time when it may be disadvantageous to do so. In addition, a Portfolio may be
required to take or make delivery of the securities underlying the futures
contracts it holds. The inability to close out futures positions also could
have an adverse impact on a Portfolio's ability to hedge its portfolio
effectively.

There are several risks in connection with the use of futures contracts as
a hedging device. While hedging can provide protection against an adverse
movement in market prices, it can also preclude a hedger's opportunity to
benefit from a favorable market movement. In addition, investing in futures
contracts and options on futures contracts will cause a Portfolio to incur
additional brokerage commissions and may cause an increase in a Portfolio's
portfolio turnover rate.

The successful use of futures contracts and related options also depends
on the ability of the Adviser to forecast correctly the direction and extent of
market movements within a given time frame. To the extent market prices remain
stable during the period a futures contract or option is held by a Portfolio or
such prices move in a direction opposite to that anticipated, a Portfolio may
realize a loss on the hedging transaction which is not offset by an increase in
the value of its portfolio securities. As a result, a Portfolio's return for
the period may be less than if it had not engaged in the hedging transaction.

Utilization of futures contracts by a Portfolio involves the risk of
imperfect correlation in movements in the price of futures contracts and
movements in the price of the securities which are being hedged. If the price
of the futures contract moves more or less than the price of the securities
being hedged, a Portfolio will experience a gain or loss which will not be
completely offset by movements in the price of the securities. It is possible
that, where a Portfolio has sold futures contracts to hedge its portfolio
against decline in the market, the market may advance and the value of
securities held in a Portfolio's holdings may decline. If

7
<PAGE>

this occurred, a Portfolio would lose money on the futures contract and would
also experience a decline in value in its portfolio securities. Where futures
are purchased to hedge against a possible increase in the prices of securities
before a Portfolio is able to invest its cash (or cash equivalents) in
securities (or options) in an orderly fashion, it is possible that the market
may decline; if a Portfolio then determines not to invest in securities (or
options) at that time because of concern as to possible further market decline
or for other reasons, a Portfolio will realize a loss on the futures that would
not be offset by a reduction in the price of the securities purchased.

The market prices of futures contracts may be affected if participants in
the futures market elect to close out their contracts through off-setting
transactions rather than to meet margin deposit requirements. In such case,
distortions in the normal relationship between the cash and futures markets
could result. Price distortions could also result if investors in futures
contracts opt to make or take delivery of the underlying securities rather than
to engage in closing transactions due to the resultant reduction in the
liquidity of the futures market. In addition, due to the fact that, from the
point of view of speculators, the deposit requirements in the futures markets
are less onerous than margin requirements in the cash market, increased
participation by speculators in the futures market could cause temporary price
distortions. Due to the possibility of price distortions in the futures market
and because of the imperfect correlation between movements in the prices of
securities and movements in the prices of futures contracts, a correct forecast
of market trends may still not result in a successful hedging transaction.

Compared to the purchase or sale of futures contracts, the purchase of put
or call options on futures contracts involves less potential risk for a
Portfolio because the maximum amount at risk is the premium paid for the
options plus transaction costs. However, there may be circumstances when the
purchase of an option on a futures contract would result in a loss to a
Portfolio while the purchase or sale of the futures contract would not have
resulted in a loss, such as when there is no movement in the price of the
underlying securities. The loss from investing in futures transactions is
potentially unlimited.

Foreign Securities. Each Portfolio (other than the Money Market and U.S.
Government Securities Portfolios) may purchase foreign securities, including
those issued by foreign branches of U.S. banks. In any event, such investments
in foreign securities will be limited to 15% of the total net asset value of
the Growth and Balanced Portfolios and will not exceed 20% of the total net
asset value of the Enhanced Reserves Portfolio or 35% of the total net asset
value of the Managed Bond Portfolio. Investments in foreign securities,
particularly those of non-governmental issuers, involve considerations which
are not ordinarily associated with investing in domestic issues. These
considerations include changes in currency rates, currency exchange control
regulations, the possibility of expropriation, the unavailability of financial
information, the difficulty of interpreting financial information prepared
under foreign securities markets, the impact of political, social or diplomatic
developments, difficulties in invoking legal process abroad and the difficulty
of assessing economic trends in foreign countries.

The Fund may use a foreign custodian or sub-custodian in connection with
its purchases of foreign securities and may maintain cash and cash equivalents
in the care of a foreign custodian. The amount of cash or cash equivalents
maintained in the care of eligible foreign custodians will be limited to an
amount reasonably necessary to effect the Fund's foreign securities
transactions. The use of a foreign custodian invokes considerations which are
not ordinarily associated with domestic custodians. These considerations
include the possibility of expropriations, restricted access to books and
records of the foreign custodian, inability to recover assets that are lost
while under the control of the foreign custodian, and the impact of political,
social or diplomatic developments.

Mortgage-Related Securities. Each Portfolio (other than the Growth and
Money Market Portfolios) may invest in Mortgage-Related Securities (as defined
in the Prospectus), including those representing an undivided ownership
interest in a pool of mortgages, such as certificates of the Government
National Mortgage Association ("GNMA") and the Federal Home Loan Mortgage
Corporation ("FHLMC"). These certificates are in most cases pass-through
instruments, through which the holder receives a share of all interest and
principal payments from the mortgages underlying the certificate, net of
certain fees. The average life of a Mortgage-Related Security varies with the
underlying mortgage instruments, which have maximum maturities of 40 years. The
average life is likely to be substantially less than the original maturity of
the mortgage pools underlying the securities as the result of prepayments,
mortgage refinancings or foreclosure. Mortgage prepayment rates are affected by
various factors including the level of interest rates, general economic
conditions, the location and age of the mortgage and other social and
demographic conditions. Such prepayments are passed through to the registered
holder with the regular monthly payments of principal and interest and have the
effect of reducing future payments.

Government securities with nominal remaining maturities in excess of 31/2
years that have variable or floating interest rates or demand or put features
may nonetheless be deemed to have remaining maturities of 31/2 years or less so
as to be permissible investments for the Fund as follows: (a) a government
security with a variable or floating rate of interest will be deemed to have a
maturity equal to the period remaining until the next readjustment of the
interest rate; (b) a government security with a demand or put feature that
entitles the holder to receive the principal amount of the underlying security
at the time of or sometime after the holder gives notice of demand or exercise
of the put will be deemed to have a maturity equal to the period remaining
until the principal amount can be recovered through demand or exercise of the
put; and (c) a government security with both a variable or floating rate of
interest as described in clause (a) and a demand or put feature as described in
clause (b) will be deemed to

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<PAGE>

have a maturity equal to the shorter of the period remaining until the next
readjustment of the interest rate or the period remaining until the principal
amount can be recovered through demand or exercise of the put.

Securities issued by Government National Mortgage Association ("GNMA")
are, and securities issued by Federal National Mortgage Association ("FNMA")
include, mortgage-backed securities representing part ownership of a pool of
mortgage loans. In the case of GNMA, the mortgages are insured by the Federal
Housing Administration or Farmers' Home Administration or guaranteed by the
Veteran's Administration. In the case of FNMA, the mortgages are not insured by
an agency of the U.S. Government.

The prices of mortgage-backed securities are inversely affected by changes
in interest rates and, therefore, are subject to the risk of market price
fluctuations. Mortgage-backed securities issued by GNMA and FNMA currently
offer yields which are higher than those available on other securities of the
U.S. Government and its agencies and instrumentalities, but may be less
effective than these other securities as a means of "locking in" attractive
long-term interest rates. This is a result of the need to reinvest prepayment
of principal and the possibility of significant unscheduled prepayments
resulting from declines in mortgage interest rates. As a result, these
securities have less potential for capital appreciation during periods of
declining interest rates than other investments of comparable risk of decline
in value during periods of rising rates.

Lending Portfolio Securities. In order to increase its return on
investments, each Portfolio may make loans of the portfolio securities as long
as the market value of the loaned securities does not exceed 25% of the value
of that Portfolio's total assets. Loans of portfolio securities will always be
fully collateralized at no less than 102% of the market value of the loaned
securities (as marked to market daily) and made only to borrowers considered to
be creditworthy. Lending portfolio securities involves a risk of delay in the
recovery of the loaned securities and possibly the loss of the collateral if
the borrower fails financially.

Lower Rated Fixed Income Securities. In the event that an issuer of
securities held by a Portfolio experiences difficulties in the timely payment
of principal or interest and such issuer seeks to restructure the terms of its
borrowings, the Portfolio may incur additional expenses and may determine to
invest additional assets with respect to such issuer or the project or projects
to which the Portfolio's portfolio securities relate. Further, the Portfolio
may incur additional expenses to the extent that it is required to seek
recovery upon a default in the payment of interest or the repayment of
principal on its portfolio holdings, and the Portfolio may be unable to obtain
full recovery thereof.

To the extent there is no established secondary market for some of the
medium and lower grade income securities in which the Portfolio may invest,
trading in such securities may be relatively inactive. During periods of
reduced market liquidity or in the absence of readily available market
quotations for medium and lower grade income securities held in the Portfolio's
holdings, the ability of the Investment Adviser to value the Portfolio's
securities becomes more difficult and the Investment Adviser's use of judgment
may play a greater role in the valuation of the Portfolio's securities due to
the reduced availability of reliable objective data. Further, the Portfolio may
have more difficulty selling such securities in a timely manner and at their
stated value than would be the case for securities for which an established
secondary market does exist.

Many medium and lower grade income securities are not listed for trading
on any national securities exchange, and many issuers of medium and lower grade
income securities choose not to have a rating assigned to their obligations by
any nationally recognized statistical rating organization. The amount of
information available about the financial condition of an issuer of unrated or
unlisted securities generally is not as extensive as that which is available
with respect to issuers of listed or rated securities. To the extent that the
Portfolio invests in unrated or unlisted medium and lower grade income
securities, the ability of the Adviser to evaluate the credit risk of such
securities may play a greater role in the ability of the Portfolio to achieve
its investment objective.

The Adviser seeks to minimize the risks involved in investing in medium
and lower grade income securities through portfolio diversification, careful
investment analysis, and attention to current developments and trends in the
economy and financial and credit markets. The Portfolio will rely on the
Adviser's judgment, analysis and experience in evaluating the creditworthiness
of an issue. In its analysis, the Adviser will take into consideration, among
other things, the issuer's financial resources, its sensitivity to economic
conditions and trends, its operating history, the quality of the issuer's
management and regulatory matters. Although the Adviser's internal business and
default risk analysis is independent of the credit ratings of S&P, Moody's or
D&P (or other nationally recognized statistical rating organization), the
Adviser may consider such ratings in evaluating income securities. Achievement
by the Portfolio of its investment objective will be more dependent on the
credit analysis of the Adviser than is the case for investment companies with
investment objectives similar to the Portfolio's that are more reliant on such
rating organizations in selecting portfolio securities.

INVESTMENT RESTRICTIONS

The Fund's fundamental policies as they affect any Portfolio cannot be
changed without the approval vote of a majority of the outstanding shares of
such Portfolio, which is the lesser of (i) 67% or more of the voting securities
of such Portfolio present at a meeting if the holders of more than 50% of the
outstanding voting securities of such Portfolio are present or represented by
proxy or (ii) more than 50% of the outstanding voting securities of such
Portfolio. A proposed change in fundamental policy or

9
<PAGE>

investment objective will be deemed to have been effectively acted upon with
respect to any Portfolio if a majority of the outstanding voting securities of
that Portfolio votes for the approval of the proposal as provided above,
notwithstanding (1) that such matter has not been approved by a majority of the
outstanding securities of any other Portfolio affected by such matter and (2)
that such matter has not been approved by a majority of the outstanding voting
securities of the Fund.

The following investment restrictions are fundamental policies of the Fund
with respect to all Portfolios and may not be changed except as described
above. Each Portfolio may not:

1. Purchase for such Portfolio securities of any issuer, other than
obligations issued or guaranteed as to principal and interest by the United
States Government or its agencies or instrumentalities, if immediately
thereafter (i) more than 5% of such Portfolio's total assets (taken at market
value) would be invested in the securities of such issuer or (ii) more than 10%
of the outstanding securities of any class of such issuer would be held by such
Portfolio or by all Portfolios of the Fund in the aggregate.

2. Concentrate the portfolio investments of any Portfolio in any one
industry. To comply with this restriction, no security may be purchased for a
Portfolio if such purchase would cause the value of the aggregate investment of
such Portfolio in any one industry to exceed 25% of that Portfolio's total
assets (taken at market value). However, the Money Market Portfolio may invest
more than 25% of its assets in the domestic banking industry and 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 government or
political subdivisions of governments.

3. Act as securities underwriter except as it technically may be deemed
to be an underwriter under the Securities Act of 1933, as amended, in selling a
portfolio security.

4. Purchase securities on margin, but it may obtain short-term credit as
may be necessary for the clearance of purchases and sales of securities.

5. Make short sales of securities or maintain a short position.

6. Make cash loans, except that the Fund may (i) purchase bonds, notes,
debentures or 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.

7. Make securities loans, except that the Portfolios may make loans of
the portfolio securities of any such Portfolio, provided that the market value
of the securities subject to any such loans does not exceed 25% of the value of
the total assets (taken at market value) of such Portfolio.

8. Make investments in real estate, real estate limited partnerships or
commodities or commodity contracts, although (i) the Fund may purchase
securities of issuers which deal in real estate or commodities and may purchase
securities which are secured by interests in real estate, specifically,
securities issued by real estate investment trusts and (ii) any Portfolio
(excluding the Money Market and U.S. Government Securities Portfolios) may
engage in transactions 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 would not
exceed in the aggregate 2% of such Portfolio's total assets.

9. Invest in oil, gas or other mineral leases, although the Fund may
purchase securities of issuers which engage in whole or in part in such
activities.

10. Invest in puts, calls, straddles and any combination thereof, except
that the Balanced, Enhanced Reserves and U.S. Government Securities Portfolios
may (i) write (sell) exchange-traded covered call options on portfolio
securities and on securities indices and engage in related closing purchase
transactions and (ii) invest up to 2% of its total assets in exchange-traded
call and put options on securities and securities indices.

11. Purchase securities of companies for the purpose of exercising
management or control.

12. Participate in a joint or joint and several trading account in
securities.

13. Purchase or retain securities of any issuer if any officer or Trustee
of the Fund, or officer or director of its investment 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.

14. Borrow money, except that the Fund may (i) borrow money for any
Portfolio for temporary administrative purposes provided that any such
borrowing does not exceed 10% of the value of the total assets (taken at market
value) of such Portfolio and (ii) borrow money for any Portfolio for investment
purposes, provided that any such borrowing for investment purposes with respect
to any such Portfolio is (a) 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, (b) is limited to 331/3% of 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.

10
<PAGE>

15. 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 provisions of item 15 above.

16. Issue senior securities except to the extent that it is permitted to
(a) borrow money from banks pursuant to the Fund's investment restrictions
regarding the borrowing of money, and (b) enter into transactions involving
forward foreign currency contracts, foreign currency futures contracts and
options thereon as described in the Fund's Prospectus and this Statement of
Additional Information.

17. 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.

The Fund may purchase illiquid securities, including repurchase agreements
providing for settlement more than seven days after notice and restricted
securities (securities that must be registered with the Securities and Exchange
Commission before they can be sold to the public) deemed to be illiquid, but
such securities will not constitute more than 15% of each Portfolio's net
assets (provided that not more than 10% of the Money Market Portfolio's net
assets may constitute illiquid securities). The Board of Trustees, or the
Adviser acting at its direction, values these securities, taking into
consideration quotations available from broker-dealers and pricing services and
other information deemed relevant.

If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage beyond the specified limit resulting
from a change in values of portfolio securities or amount of net assets shall
not be considered a violation of the restrictions.

PERFORMANCE INFORMATION

Performance information for each Portfolio may appear in advertisements,
sales literature, or reports to shareholders or prospective shareholders.
Performance information in advertisements and sales literature may be expressed
as yield and effective yield of the Money Market Portfolio, as yield of the
other Portfolios offered and as total return of any Portfolio. Current yield
for the Money Market Portfolio will be based on the change in the value of a
hypothetical investment (exclusive of capital changes) over a particular 7-day
period, less a hypothetical charge reflecting deductions for expenses during
the period (the stated as a percentage of the investment at the start of the
base period (the "base period return"). The base period return is then
annualized [by multiplying by 365/7], with the resulting yield figure carried
to at least the nearest hundredth of one percent. "Effective yield" for the
Money Market Portfolio assumes that all dividends received during an annual
period have been reinvested. Calculation of "effective yield" begins with the
same "base period return" used in the calculation of yield, which is then
annualized to reflect weekly compounding pursuant to the following formula:

Effective Yield = [(Base Period Return) + 1) (365/7)] - 1

For the 7 day period ended December 31, 1997, the effective yield for
Class X and Class Y shares of the Money Market Portfolio was 5.48% and 5.23%,
respectively.

Quotations of yield for the Balanced, Managed Bond, Enhanced Reserves,
Growth, and U.S. Government Securities Portfolios will be based on all
investment income per share earned during a particular 30-day period (including
dividends and interest), less expenses (including pro rata Fund expenses and
expenses applicable to each particular Portfolio) accrued during the period
("net investment income"), and are computed by dividing net investment income
by the value of a share of the Portfolio on the last day of the period,
according to the following formula:

YIELD = 2[((a-b)) + 1)(6) - 1]
--------
cd

where,

a = dividends and interest earned during the period by the Portfolio,
b = expenses accrued for the period (net of any reimbursements),
c = the average daily number of shares outstanding during the period that
were entitled to receive dividends, and
d = the maximum offering price per share on the last day of the period.

30-DAY YIELD AS OF DECEMBER 31, 1997

<TABLE>
<CAPTION>
Portfolio Class X Class Y
- ------------------------------------ --------- ----------
<S> <C> <C>
Balanced 3.03% 2.77%
Managed Bond 6.89% 6.59%
Enhanced Reserves 5.57% 5.32%
Money Market 5.62% 5.36%
U.S. Government Securities 5.82% 5.55%
</TABLE>

11
<PAGE>

As summarized in the Prospectus under the heading "Performance
Information," total return is a measure of the change in value of an investment
in a Portfolio over the period covered. The formula for total return used
herein includes four steps: (1) adding to the total number of shares purchased
by a hypothetical $1,000 investment in the Portfolio; (2) calculating the value
of the hypothetical initial investment of $1,000 as of the end of the period by
multiplying the total number of shares of a Portfolio owned at the end of the
period by the net asset value on the last trading day of the period; (3)
assuming maximum sales charge deducted and reinvestment of all dividends at net
asset value and (4) dividing this account value for the hypothetical investor
by the initial $1,000 investment. Total return will be calculated for one year,
five years and ten years or the time period during which the registration
statement including the Portfolio was in effect if a Portfolio has not been in
existence for at least ten years.

Performance information for the Portfolio (and each Class thereof)
reflects only the performance of a hypothetical investment in a Class X or
Class Y of a Portfolio during the particular time period in which the
calculations are based. Performance information is not an indication of future
performance. Performance information should be considered in light of a
particular Portfolio's investment objectives and policies, characteristics and
qualities of the Portfolio, and the market conditions during the given time
period, and should not be considered as a representation of what may be
achieved in the future. Investment results will vary from time to time and are
not identical to the past portfolio investments of those Portfolios which
previously existed as separate accounts.

The manner in which total return will be calculated for public use is
described above. The following table summarizes the calculation of total return
involving the Balanced, Managed Bond, Growth and U.S. Government Securities
Portfolios based on each such Portfolio's past performance as a separate
investment account of Phoenix Home Life Mutual Insurance Company, for periods
before the Fund's registration statement became effective (March 1, 1996). This
performance data may be relevant as each such separate account was managed, in
all material respects, using substantially the same investment objectives,
policies and restrictions as those used by such Portfolio. These separate
investment accounts were not registered under the 1940 Act and therefore were
not subject to certain investment restrictions that are imposed by the 1940
Act. If these separate investment accounts had been registered under the 1940
Act, the separate investment accounts' performance may have been adversely
affected. Standardized average annual total return of each Class shall be
calculated for the preceding one, five and ten year periods (or since inception
of the applicable separate account if it has been in existence less than five
or ten years) by including the corresponding separate account's total return
calculated in accordance with formulas specified by the Securities and Exchange
Commission. The performance of the separate accounts has been restated to
reflect the deduction of the fees and expenses of the classes of the
corresponding Portfolio described in the Prospectus. Performance data for the
Enhanced Reserves Portfolio is based on the Portfolio's past performance as the
Enhanced Reserves Fund (a series of Duff & Phelps Mutual Funds) prior to July
19, 1996.

AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1997

<TABLE>
<CAPTION>
Periods Ended
-------------------------------------------------
10 Years or
1 Year 5 Years Since Inception
----------- ---------------- ----------------
<S> <C> <C> <C>
Balanced
Class X 18.80% 11.25% 13.59%(1)
Class Y 18.50 10.97 13.30(1)
Managed Bond
Class X 9.75 8.83 9.52
Class Y 9.52 8.56 9.25
Enhanced Reserves
Class X 6.03 N/A 5.85(3)
Class Y 5.75 N/A 5.45(4)
Growth
Class X 25.76 15.52 17.04
Class Y 25.46 15.23 16.75
</TABLE>

12
<PAGE>

<TABLE>
<CAPTION>
Periods Ended
---------------------------------------
10 Years or
1 Year 5 Years Since Inception
-------- --------- ----------------
<S> <C> <C> <C>
U.S. Government Securities
Class X 6.69 6.11 6.63(2)
Class Y 6.44 6.35 5.82(2)
Money Market
Class X 5.34 4.65 5.78
Class Y 5.08 4.31 5.40
</TABLE>

- -----------
(1) Inception date 5/17/91
(2) Inception date 9/30/91
(3) Inception date 6/27/94
(4) Inception date 11/1/96

NOTE: Average annual total return assumes a hypothetical initial payment of
$1,000. At the end of each period, a total redemption is assumed. The ending
redeemable value is divided by the original investment to calculate total
return. Performance information for any Portfolio reflects only the performance
of a hypothetical investment in the Portfolio during the particular time period
on which the calculations are based. Performance information should be
considered in light of the investment objectives and policies, characteristics
and quality of the particular Portfolio, and the market conditions during the
given time period, and should not be considered as a representation of what may
be achieved in the future.

PERFORMANCE COMPARISONS

Each Portfolio may from time to time include in advertisements containing
total return the ranking of those performance figures relative to such figures
for groups of mutual funds having similar investment objectives as categorized
by ranking services such as Lipper Analytical Services, Inc., CDA Investment
Technologies, Inc., Weisenberger Financial Services, Inc. and rating services
such as Morningstar, Inc. Additionally, a Portfolio or Class of Portfolio may
compare its performance results to other investment or savings vehicles (such
as certificates of deposit) and may refer to results published in various
publications such as Changing Times, Forbes, Fortune, Money, Barrons, Business
Week and Investor's Daily, Stanger's Mutual Fund Monitor, The Stanger Register,
Stanger's Investment Adviser, The Wall Street Journal, Pensions & Investments,
Institutional Investor, The New York Times, Consumer Reports, Registered
Representative, Financial Planning, Financial Services Weekly, Financial World,
U.S. News and World Report, Standard and Poor's The Outlook, and Personal
Investor. A Portfolio may, from time to time, illustrate the benefits of tax
deferral by comparing taxable investments to investments made through
tax-deferred retirement plans. The total return may also be used to compare the
performance of the Portfolio against certain widely acknowledged outside
standards or indices for stock and bond market performance, such as the
Standard & Poor's 500 Stock Index (the "S&P 500"), Dow Jones Industrial
Average, Europe Australia Far East Index (EAFE), Consumer Price Index, Lehman
Brothers Aggregate Bond Index, Lehman Brothers 1-3 year Government Bond Index,
IBC Donoghue Money Fund Report, Merrill Lynch 1 year Treasury Bill, Lehman
Brothers Corporate Index and T-Bond Index.

Advertisements, sales literature, and other communications may contain
information about the Adviser's current investment strategies and management
style. Current strategies and style may change to allow the Fund to respond
quickly to changing market and economic conditions. From time to time the Fund
may include specific portfolio holdings or industries. To illustrate components
of overall performance, the Fund may separate its cumulative and average annual
returns into income and capital gains components; or cite separately as a
return figure the equity or bond portion of the Fund's portfolio; or compare
the Fund's equity or bond return figure to well-known indices of market
performance, including but not limited to: the S&P 500 Index, Dow Jones
Industrial Average, Lehman Brothers Aggregate Bond Index, Lehman Brothers 1-3
year Government Bond Index, IBC Donoghue Money Fund Report, Merrill Lynch 1
year Treasury Bill, CS First Boston High Yield Index and Salomon Brothers
Corporate Bond and Government Bond Indices.

PORTFOLIO TURNOVER

Each Portfolio has a different expected annual rate of portfolio turnover,
which is calculated by dividing the lesser of purchases or sales of portfolio
securities during the fiscal year by the monthly average of the value of the
Portfolio's securities (excluding from the computation all securities,
including options, with maturities at the time of acquisition of one year or
less). A high rate of portfolio turnover generally involves correspondingly
greater brokerage commission expenses, which must be borne directly by the
Portfolio. Turnover rates may vary greatly from year to year as well as within
a particular year and may also be affected by cash requirements for redemptions
of each Portfolio's shares and by requirements which enable the Fund to receive
certain favorable tax treatment. For the fiscal year ended December 31, 1997,
the turnover rate for the equity portion of the Balanced Portfolio was 200%.
The turnover rate for the fixed income portion was 236%.

13
<PAGE>

THE INVESTMENT ADVISERS

The offices of Phoenix Investment Counsel, Inc. ("PIC") are located at 56
Prospect Street, Hartford, Connecticut 06115. The offices of Duff & Phelps
Investment Management Co, Inc. ("DPIM") are located at 55 East Monroe Street,
Suite 3600, Chicago, Illinois 60603.

All of the outstanding stock of PIC is owned by Phoenix Equity Planning
Corporation ("Equity Planning"), a subsidiary of Phoenix Duff & Phelps
Corporation. DPIM is also a subsidiary of Phoenix Duff & Phelps Corporation.
Phoenix Duff & Phelps Corporation is an indirect, less than wholly-owned
subsidiary of Phoenix Home Life Mutual Insurance Company ("Phoenix Home Life")
of Hartford, Connecticut. Phoenix Home Life is a mutual insurance company
engaged in the insurance and investment businesses. Phoenix Home Life's
principal place of business is located at One American Row, Hartford,
Connecticut.

The Advisers provide certain services and facilities required to carry on
the day-to-day operations of the Fund (for which they receive a management fee)
other than the costs of printing and mailing proxy materials, reports and
notices to shareholders; legal, auditing and accounting services; regulatory
filing fees and expenses of printing the Fund's registration statements (but
the Underwriter purchases such copies of the Fund's prospectuses and reports
and communications to shareholders as it may require for sales purposes at
printer's over-run cost); insurance expense; association membership dues;
brokerage fees; and taxes.

All costs and expenses (other than those specifically referred to as being
borne by the Advisers) incurred in the operation of the Fund are borne by the
Fund. Each Portfolio pays expenses incurred in its own operation and also pays
a portion of the Fund's general administration expenses allocated on the basis
of the asset size of the respective Portfolio, except where an allocation using
an alternative method can be more fairly made. Such expenses include, but shall
not be limited to, all expenses incurred in the operation of the Fund and any
public offering of its shares, including, among others, interest, taxes,
brokerage fees and commissions, fees of Trustees who are not employees of the
Adviser or any of its affiliates, expenses of Trustees' and shareholders'
meetings, including the cost of printing and mailing proxies, expenses of
insurance premiums for fidelity and other coverage, expenses of repurchase and
redemption of shares, expenses of issue and sale of shares (to the extent not
borne by Equity Planning under its agreement with the Fund), expenses of
printing and mailing stock certificates representing shares of the Fund,
association membership dues, charges of custodians, transfer agents, dividend
disbursing agents and financial agents, bookkeeping, auditing, and legal
expenses. The Fund will also pay the fees and bear the expense of registering
and maintaining the registration of the Fund and its shares with the Securities
and Exchange Commission and registering or qualifying its shares under state or
other securities laws and the expense of preparing and mailing prospectuses and
reports to shareholders.

The investment advisory agreements provide that the Advisers shall not be
liable to the Fund or to any shareholder of the Fund for any error of judgment
or mistake of law or for any loss suffered by the Fund or by any shareholder of
the Fund in connection with the matters to which the investment advisory
agreement relates, except a loss resulting from willful misfeasance, bad faith,
gross negligence or reckless disregard on the part of the Advisers in the
performance of its duties thereunder.

As full compensation for the services and facilities furnished to the
Fund, the Advisers are entitled to a fee, payable monthly, as described in the
Prospectus. There is no assurance that the Fund will reach net asset levels
high enough to realize reductions in the rates of the advisory fees. Any
reduction in the rate of the advisory fee on all Portfolios will be prorated
among the Portfolios in proportion to their respective averages of the
aggregate daily net asset values for the period for which the fee had been
paid.

The advisory agreements continue in force from year to year for all
Portfolios, provided that, with respect to each Portfolio, the agreement must
be approved at least annually by the Trustees or by vote of a majority of the
outstanding voting securities of the Portfolio. In addition, and in either
event, the terms of the agreement and any renewal thereof must be approved by
the vote of a majority of the Trustees who are not parties to the agreement or
interested persons (as that term is defined in the Investment Company Act of
1940) of any such party, cast in person at a meeting called for the purpose of
voting on such approval. The agreements will terminate automatically if
assigned and may be terminated at any time, without payment of any penalty,
either by the Fund or by the Adviser, on sixty (60) days written notice.

BROKERAGE ALLOCATION

In effecting portfolio transactions for the Fund, the Advisers adhere to
the Fund's policy of seeking best execution and price, determined as described
below, except to the extent it is permitted to pay higher brokerage commissions
for "brokerage and research services" as defined herein. The Advisers may cause
the Fund to pay a broker an amount of commission for effecting a securities
transaction in excess of the amount of commission which another broker or
dealer would have charged for effecting the transaction if the Advisers
determine in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services provided by such
broker or that any offset of direct expenses of a Portfolio yields the best net
price. As provided in Section 28(e) of the Securities Exchange Act of 1934,
"brokerage and research services" include giving advice as to the value of
securities, the advisability of investing in, purchasing or selling securities,
and the availability of securities; furnishing analyses and reports concerning
issuers, industries, economic factors and trends, portfolio strategy and the
performance of accounts; and effecting securities transactions and performing
functions incidental thereto (such as clearance and settlement).

14
<PAGE>

Brokerage and research services provided by brokers to the Fund or to the
Adviser are considered to be in addition to and not in lieu of services
required to be performed by the Advisers under their contracts with the Fund
and may benefit both the Fund and other clients of the Advisers. Conversely,
brokerage and research services provided by brokers to other clients of the
Advisers may benefit the Fund.

If the securities in which a particular Portfolio of the Fund invests are
traded primarily in the over-the-counter market, where possible the Portfolio
will deal directly with the dealers who make a market in the securities
involved unless better prices and execution are available elsewhere. Such
dealers usually act as principals for their own account. On occasion,
securities may be purchased directly from the issuer. Bonds and money market
instruments are generally traded on a net basis and do not normally involve
either brokerage commission or transfer taxes.

The determination of what may constitute best execution and price in the
execution of a securities transaction by a broker involves a number of
considerations including, without limitation, the overall direct net economic
result to the Fund (involving both price paid or received and any net
commissions and other costs paid), the efficiency with which the transaction is
effected, the ability to effect the transaction at all where a large block is
involved, the availability of the broker to stand ready to execute possibly
difficult transactions in the future and the financial strength and stability
of the broker. Such considerations are judgmental and are weighed by the
Adviser in determining the overall reasonableness of brokerage commissions paid
by the Fund. Some portfolio transactions are, subject to the Conduct Rules of
the National Association of Securities Dealers, Inc. and subject to obtaining
best prices and executions, effected through dealers (excluding Equity
Planning) who sell shares of the Fund.

The Fund has adopted a policy and procedures governing the execution of
aggregated advisory client orders ("bunching procedures") in an attempt to
lower commission costs on a per-share and per-dollar basis. According to the
bunching procedures, the Adviser shall aggregate transactions unless it
believes in its sole discretion that such aggregation is inconsistent with its
duty to seek best execution (which shall include the duty to seek best price)
for the Fund. No advisory account of the Adviser is to be favored over any
other account and each account that participates in an aggregated order is
expected to participate at the average share price for all transactions of the
Adviser in that security on a given business day, with all transaction costs
share pro rata based on the Fund's participation in the transaction. If the
aggregated order is filled in its entirety, it shall be allocated among the
Adviser's accounts in accordance with the allocation order, and if the order is
partially filled, it shall be allocated pro rata based on the allocation order.
Notwithstanding the foregoing, the order may be allocated on a basis different
form that specified in the allocation order if all accounts of the Adviser
whose orders are allocated receive fair and equitable treatment and the reason
for such different allocation is explained in writing and is approved in
writing by the Adviser's compliance officer as soon as practicable after the
opening of the markets on the trading day following the day on which the order
is executed. If an aggregated order is partially filled and allocated on a
basis different from that specified in the allocation order, no account that is
benefited by such different allocation may intentionally and knowingly effect
any purchase or sale for a reasonable period following the execution of the
aggregated order that would result in it receiving or selling more shares than
the amount of shares it would have received or sold had the aggregated order
been completely filled. The Trustees will annually review these procedures or
as frequently as shall appear appropriate.

For the fiscal years ended December 31, 1996 and 1997, the Fund paid
brokerage commissions totalling $515,900 and $425,169, respectively.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of each Portfolio is determined as of the
close of trading of the New York Stock Exchange (the "Exchange") on days when
the Exchange is open for trading. The Exchange will be closed on the following
observed national holidays: New Year's Day, Martin Luther King, Jr. Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. Since the Fund does not price securities on
weekends or United States national holidays, the net asset value of a
Portfolio's foreign assets may be significantly affected on days when the
investor has no access to the Fund. The net asset value per share of a
Portfolio is determined by adding the values of all securities and other assets
of the Portfolio, subtracting liabilities, and dividing by the total number of
outstanding shares of the Portfolio. Assets and liabilities are determined in
accordance with generally accepted accounting principles and applicable rules
and regulations of the Securities and Exchange Commission. The total liability
allocated to a class, plus that class's distribution fee and any other expenses
allocated solely to that class, are deducted from the proportionate interest of
such class in the assets of the Portfolio, and the resulting amount of each is
divided by the number of shares of that class outstanding to produce the net
asset value per share.

A security that is listed or traded on more than one exchange is valued at
the quotation on the exchange determined to be the primary exchange for such
security by the Trustees or their delegates. Because of the need to obtain
prices as of the close of trading on various exchanges throughout the world,
the calculation of net asset value may not take place for any Portfolio which
invests in foreign securities contemporaneously with the determination of the
prices of the majority of the portfolio securities of such Portfolio. All
assets and liabilities initially expressed in foreign currency values will be
converted into United States dollar values at the mean between the bid and ask
quotations of such currencies against United States dollars as last quoted by
any recognized

15
<PAGE>

dealer. If an event were to occur after the value of an investment was so
established but before the net asset value per share was determined, which was
likely to materially change the net asset value, then the instrument would be
valued using fair value considerations by the Trustees or their delegates. If
at any time a Portfolio has investments where market quotations are not readily
available, such investments are valued at the fair value thereof as determined
in good faith by the Trustees although the actual calculations may be made by
persons acting pursuant to the direction of the Trustees.

Money Market Portfolio

The assets of the Money Market Portfolio are valued on the basis of
amortized cost absent extraordinary or unusual market conditions. Under the
amortized cost method of valuation, securities are valued at cost on the date
of purchase. Thereafter the value of a security is increased or decreased
incrementally each day so that at maturity any purchase discount or premium is
fully amortized and the value of the security is equal to its principal amount.
Due to fluctuations in interest rates, the amortized cost value of the Money
Market Portfolio securities may at times be more or less than their market
value. By using amortized cost valuation, the Money Market Portfolio seeks to
maintain a constant net asset value of $1.00 per share despite minor shifts in
the market value of its portfolio securities.

The yield on a shareholder's investment may be more or less than that
which would be recognized if the Portfolio's net asset value per share was not
constant and was permitted to fluctuate with the market value of the
Portfolio's portfolio securities. However, as a result of the following
procedures, it is believed that any difference will normally be minimal. The
deviation is monitored periodically by comparing the Portfolio net asset value
per share as determined by using available market quotations with its net asset
value per share as determined through the use of the amortized cost method of
valuation. The Adviser will advise the Trustees promptly in the event of any
significant deviation. If the deviation exceeds 1/2 of 1%, the Trustees will
consider what action, if any, should be initiated to provide fair valuation of
the Portfolio's portfolio securities and prevent material dilution or other
unfair results to shareholders. Such action may include redemption of shares in
kind, selling portfolio securities prior to maturity, withholding dividends or
utilizing a net asset value per share as determined by using available market
quotations. Furthermore, the assets of the Portfolio will not be invested in
any security with a maturity of greater than 397 days, and the average weighted
maturity of its portfolio will not exceed 90 days. Portfolio investments will
be limited to U.S. dollar-denominated securities which present minimal credit
risks and are rated within the two highest "short-term" rating categories as
more particularly described in the Prospectus.

PURCHASE OF SHARES

The Prospectus includes information as to the offering price of shares of
the Portfolio and the minimum initial and subsequent investments which may be
made in a Portfolio. Sales of shares are made through registered
representatives of Equity Planning, or through securities dealers with whom
Equity Planning has sales agreements. Sales of shares are also made to
customers of bank affiliated securities brokers with whom Equity Planning has
sales agreements.

Each Portfolio has authorized one or more brokers or agents to accept on
its behalf purchase and redemption orders. Such brokers or agents are
authorized to designate other intermediaries to accept purchase and redemption
orders on the Fund's behalf. The Fund will be deemed to have received a
purchase or redemption order when an authorized broker or, if applicable, a
broker's authorized designee, accepts the order. Customer orders will be priced
at each Portfolio's Net Asset Value next computed after they are accepted by an
authorized broker or the broker's authorized designee.

Each Portfolio currently declares all income dividends and all capital
gain distributions, if any, payable in shares of the Fund at net asset value
or, at the option of the shareholder, in cash. The Money Market Portfolio will
normally make no capital gain distributions, since its investments will
generally be made in securities which do not generate capital gains. Unless
otherwise specified in writing, shareholders shall automatically receive both
dividends and capital gain distributions in additional shares. If a shareholder
elects to receive dividends and/or distributions in cash and the check cannot
be delivered or remains uncashed by the shareholder due to an invalid address,
then the dividend and/or distribution will be reinvested after the Transfer
Agent has been informed that the proceeds are undeliverable. Additional shares
will be purchased for the shareholder's account at the then current net asset
value. Reinvestment direction forms and prospectuses are available from Equity
Planning. An alternate payee section has been incorporated into the application
allowing distributions to be mailed to a second payee and/or address. Dividends
and capital gain distributions received in shares are taxable to the
shareholder and credited in full and fractional shares computed at the closing
net asset value on the next business day after the record date. To be effective
with respect to a particular dividend or distribution, notification of the new
distribution option must be received by the Transfer Agent at least three days
prior to the record date of such dividend or distribution. If all shares in the
shareholder's account are repurchased or redeemed or transferred between the
record date and the payment date of a dividend or distribution, the shareholder
will receive cash for the dividend or distribution regardless of the
distribution option selected.

DIVIDENDS, DISTRIBUTIONS AND TAXES

As stated in the Prospectus, each Portfolio is treated as a separate
entity for federal income tax purposes. Each Portfolio intends to elect to be
treated as a regulated investment company ("RIC") and qualify as such under
Subchapter M of the Internal Revenue Code (the "Code").

16
<PAGE>

The Code sets forth numerous criteria which must be satisfied in order for
each Portfolio to qualify as a RIC. Each Portfolio must, among other things,
meet the following tests for each taxable year: (1) at least 90% of the
Portfolio's gross income must be derived from a) dividends, b) interest, c)
payments with respect to securities loans, d) gains from the sale or other
disposition of stocks or securities or foreign currencies, or e) other income
(including but not limited to gains from options, futures, or forward
contracts) derived by the Portfolio with respect to its business of investing
in stocks, securities or currencies; and (2) distribute annually at least 90%
of its investment company taxable income and net exempt-interest income.

In addition to the gross income tests, to qualify as a RIC, each Portfolio
must also diversify its holdings so that, at the close of each quarter of its
taxable year, (1) at least 50% of the value of its total assets consists of
cash, cash items, U.S. Government securities, and other securities limited
generally with respect to any one issuer to not more than 5% of the total
assets of the Portfolio and not more than 10% of the outstanding voting
securities of such issuer, and (2) not more than 25% of the value of its total
assets is invested in the assets of any one issuer (other than U.S. Government
securities). If in any taxable year a Portfolio does not qualify as a RIC, all
of its net investment income and realized capital gains will be taxed at
corporate rates.

In each taxable year that a Portfolio qualifies as a RIC, it (but not its
shareholders) will be relieved of federal income tax on that portion of its net
investment income and net capital gains that are currently distributed (or
deemed distributed) to its shareholders. It is the policy of each Portfolio to
distribute all of its net investment income and net capital gains to its
shareholders in order to avoid any federal income tax liability. In addition,
each Portfolio intends to make timely distribution sufficient in amount to
avoid a non-deductible 4% excise tax. An excise tax will be imposed on each
Portfolio to the extent that it fails to distribute, with respect to each
calendar year, at least 98% of its net ordinary income for such calendar year
and 98% of its net capital gains as determined for the one year period ending
December 31 of such calendar year. In addition, an amount equal to the
undistributed net ordinary income and net capital gains from the previous
calendar year must also be distributed to avoid the excise tax.

The Fund is required to withhold for income taxes 31% of dividends,
distributions and redemption payments, if any of the following circumstances
exist: i) a shareholder fails to provide the Fund with a correct taxpayer
identification number (TIN); ii) the Portfolio is notified by the Internal
Revenue Service that the shareholder furnished an incorrect TIN; or iii) the
Fund is notified by the Internal Revenue Service that withholding is required
because the shareholder failed to report the receipt of dividends or interest
from other sources. Withholding may also be required for accounts with respect
to which a shareholder fails to certify that i) the TIN provided is correct and
ii) the shareholder is not subject to such withholding. However, withholding
will not be required from certain exempt entities nor those shareholders
complying with the procedures as set forth by the Internal Revenue Service. A
shareholder is required to provide the Fund with a correct TIN. The Fund in
turn is required to report correct taxpayer identification numbers when filing
all tax forms with the Internal Revenue Service. Should the IRS levy a penalty
on a Portfolio for reporting an incorrect TIN and that TIN was provided by the
shareholder, the Portfolio will pass the penalty onto the shareholder.

Dividends paid by a Portfolio from net investment income and net realized
short-term capital gains to a shareholder who is a nonresident alien
individual, a foreign Fund or estate, a foreign corporation or a foreign
partnership (a foreign shareholder) will be subject to United States
withholding tax at a rate of 30% unless a reduced rate of withholding or a
withholding exemption is provided under applicable treaty law. Foreign
shareholders are urged to consult their own tax advisors concerning the
applicability of the United States withholding tax and any foreign taxes.

The discussion of "Dividends, Distributions and Taxes" in the Prospectus,
in conjunction with the foregoing, is a general and abbreviated summary of
applicable provisions of the Code and Treasury regulations now in effect as
currently interpreted by the courts and the Internal Revenue Service. The Code
and regulations, as well as the current interpretations thereof, may be changed
at any time by legislative, judicial, or administrative action. Shareholders
are urged to consult with their tax advisor regarding specific questions as to
federal, state, local or foreign taxes.

THE DISTRIBUTOR

Phoenix Equity Planning Corporation ("Equity Planning"), which has
undertaken to use its best efforts to find purchasers for shares of the Fund,
serves as the national distributor of the Fund's shares. Shares of each
Portfolio are offered on a continuous basis. Pursuant to an Underwriting
Agreement covering all classes of shares and distribution methods, the
Distributor will purchase shares of the Fund for resale to the public, either
directly or through securities dealers or agents, and is obligated to purchase
only those shares for which it has received purchase orders. Equity Planning
may also sell Fund shares pursuant to sales agreements entered into with
bank-affiliated securities brokers who, acting as agent for their customers,
place orders for Fund shares with Equity Planning. Although the Glass-Steagall
Act prohibits banks and bank affiliates from engaging in the business of
underwriting, distributing or selling securities (including mutual fund
shares), banking regulators have not indicated that such institutions are
prohibited from purchasing mutual fund shares upon the order and for the
account of their customers. In addition, state securities laws on this issue
may differ from the interpretations of federal law and banks and financial
institutions may be required to register as dealers pursuant to state law. If,
because of changes in law or regulations, or because of new interpretations of
existing law, it is determined that agency transactions of bank-affiliated
securities brokers are not permitted, the Trustees will consider what action,
if any, is appropriate. It is not anticipated that termination of sales
agreements with bank-affiliated securities brokers would result in a loss to
their customers or a change in the net asset value per share of a Portfolio.

17
<PAGE>

Equity Planning also acts as Financial Agent of the Fund and as such
performs certain administrative, bookkeeping and pricing services for the Fund.
As compensation for such services, Equity Planning is entitled to a fee,
payable monthly and based upon the average of the aggregate daily net asset
values of each Portfolio, at the following incremental annual rates:

<TABLE>
<S> <C>
First $100 million .05% plus a minimum fee
$100 million to $300 million .04%
$300 million to $500 million .03%
Greater than $500 million .015%
</TABLE>

A minimum fee applies to each Portfolio as follows:

<TABLE>
<S> <C>
Money Market Portfolio $35,000
Growth Stock Portfolio $50,000
Balanced Portfolio $60,000
Managed Bond Portfolio $70,000
Enhanced Reserves Portfolio $70,000
U.S. Government Securities Portfolio $70,000
</TABLE>

In addition, Equity Planning is paid $12,000 for each class of shares of
each Portfolio beyond one. For services to the Portfolios for the fiscal year
ended December 31, 1997, the Financial Agent received a fee of $426,998.

In addition, pursuant to an agreement between Equity Planning, the Fund's
Transfer Agent, and State Street Bank and Trust Company, State Street has been
appointed subagent to perform certain shareholder servicing functions for the
Fund. For performing such services State Street receives a monthly fee from
Equity Planning.

DISTRIBUTION PLAN

The Fund has adopted a distribution plan on behalf of its Class Y Shares
pursuant to Rule 12b-1 of the 1940 Act (the "Plan"). The Plan permits the Fund
to reimburse the Distributor for expenses incurred in connection with
activities intended to promote the sale of shares of Class Y Shares of the
Fund.

Pursuant to the Plan, the Fund shall pay the Distributor an amount equal
to 25% of the average daily net assets of the Class Y Shares for providing
services to Class Y shareholders, including assistance in connection with
inquiries related to shareholder accounts.

In order to receive payments under the Plan, participants must meet such
qualifications to be established in the sole discretion of the Distributor,
such as services to the Fund's Class Y shareholders, or services providing the
Fund with more efficient methods of offering shares to coherent groups of
clients, members or prospects of a participant, or services permitting bulking
of purchases or sales, or transmission of such purchases or sales by
computerized tape or other electronic equipment, or other processing.

On a quarterly basis, the Trustees of the Fund review a report on
expenditures under the Plan and the purposes for which expenditures were made.
The Trustees conduct an additional, more extensive review annually in
determining whether the Plan will be continued. By its terms, continuation of
the Plan from year to year is contingent on annual approval by a majority of
the Trustees of the Fund and by a majority of the Trustees who are not
"interested persons" (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of the Plans or any related
agreements (the "Plan Trustees"). The Plan provides that it may not be amended
to increase materially the costs which the Fund may bear pursuant to the Plan
without approval of the Class Y shareholders of the Fund and that other
material amendments to the Plan must be approved by a majority of the Plan
Trustees by vote cast in person at a meeting called for the purpose of
considering such amendments. The Plan further provides that while it is in
effect, the selection and nomination of Trustees who are not "interested
persons" shall be committed to the discretion of the Trustees who are not
"interested persons." The Plan may be terminated at any time by vote of a
majority of the Plan Trustees or a majority of the outstanding Class Y Shares
of the Fund.

For the fiscal year ended December 31, 1997, the Portfolios paid Rule
12b-1 Fees in the amount of $110,283 of which Equity Planning received $15,050,
W.S. Griffith & Co., Inc., an affiliate, received $70,775 and unaffiliated
broker-dealers received $24,458. Of this amount: (1) $95,233 represented
compensation to dealers; (2) $398,928 represented compensation to sales and
shareholder services personnel; (3) $223,667 covered advertising costs; (4)
$14,613 was utilized for printing and mailing prospectuses to other than
current shareholders; (5) $101,023 covered service costs and (6) $85,127
covered other expenses. No interested persons of the Fund and no Trustee who is
not an interested person of the Fund, as that term is defined in the Investment
Company Act of 1940, had any direct or indirect financial interest in the
operation of the Plan.

18
<PAGE>

TRUSTEES AND OFFICERS

The Trustees and executive officers of the Fund and their principal
occupations for at least the last five years are set forth below. Unless
otherwise noted, the address of each executive officer and Trustee is 56
Prospect Street, Hartford, Connecticut 06115-0480.

E. Virgil Conway (68) 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), Accuhealth (1994-present), Trism, Inc.
(1994-present), Realty Foundation of New York (1972-present),
New York Housing Partnership Development Corp. (Chairman)
(1981-present) and Fund Directions (Advisory Director)
(1993-present). Director/Trustee, Phoenix Funds (1993-present).
Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present). Director, Duff & Phelps
Utilities Tax-Free Income Inc. and Duff & Phelps Utility and
Corporate Bond Trust Inc. (1995-present). Member, Audit Committee
of the City of New York (1981-1996). Advisory Director, Blackrock
Fannie Mae Mortgage Securities Fund (1989-1996). Member
(1990-1995), Chairman (1992-1995), Financial Accounting
Standards Advisory Council. Director/Trustee, the National Affiliated
Investment Companies (until 1993).

William W. Crawford (69) Trustee Representative (1994-1995), Senior Executive (1994-1995),
3029 Wynfield Mews Lane President and Chief Operating Officer (1988-1993), Hilliard, Lyons,
Louisville, KY 40206 Inc. (broker/dealer). Trustee, Phoenix Duff & Phelps Institutional
Mutual Funds (1996-present). Director, Duff & Phelps Utilities
Tax-Free Income Inc. (1995-present), Duff & Phelps Utility and
Corporate Bond Trust Inc. (1995-present).

Harry Dalzell-Payne (68) Trustee Director/Trustee, Phoenix Funds (1983-present). Trustee, Phoenix-
330 East 39th Street Aberdeen Series Fund and Phoenix Duff & Phelps Institutional
Apartment 29G Mutual Funds (1996-present). Director, Duff & Phelps Utilities
New York, NY 10016 Tax-Free Income Inc. and Duff & Phelps Utility and Corporate Bond
Trust Inc. (1995-present). Director, Farragut Mortgage Co., Inc.
(1991-1994). Director/Trustee, the National Affiliated Investment
Companies (1983-1993). Formerly a Major General of the British
Army.

William N. Georgeson (70) Trustee Trustee, Phoenix Duff & Phelps Institutional Mutual Funds
575 Glenwood Road (1996-present). Director, Duff & Phelps Utility and Corporate Bond
Lake Forest, IL 60045 Trust Inc. (1994-present) and Duff & Phelps Utilities Tax-Free
Income Inc. (1993-present).
</TABLE>

19
<PAGE>

Leroy Keith, Jr. (59) Trustee Chairman and Chief Executive Officer, Carson Products Company
Chairman and Chief (1995-present). Director/Trustee, Phoenix Funds (1980-present).
Executive Officer Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Carson Products Company Institutional Mutual Funds (1996-present). Director, Equifax Corp.
64 Ross Road (1991-present) and Evergreen International Fund, Inc.
Savannah, GA 30750 (1989-present). Trustee, Evergreen Liquid Trust, Evergreen Tax
Exempt Trust, Evergreen Tax Free Fund, Master Reserves Tax Free
Trust, and Master Reserves Trust. President, Morehouse College
(1987-1994). Chairman and Chief Executive Officer, Keith Ventures
(1992-1994). Director/Trustee, the National Affiliated Investment
Companies (until 1993).

*Philip R. McLoughlin (51) Trustee and Chairman (1997-present), Director (1995-present), Vice Chairman
56 Prospect Street President (1995-1997) and Chief Executive Officer (1995-1997), Phoenix Duff
Hartford, CT 06115 & Phelps Corporation. 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). Director (1983-present) and Chairman (1995-
present), Phoenix Investment Counsel, Inc. Director (1984-present)
and President (1990-present), Phoenix Equity Planning Corporation.
Director (1993-present), Chairman (1993-present) and Chief
Executive Officer (1993-1995), National Securities & Research
Corporation. Director, Phoenix Realty Group, Inc. (1994-present),
Phoenix Realty Advisors, Inc. (1987-present), Phoenix Realty
Investors, Inc. (1994-present), Phoenix Realty Securities, Inc.
(1994-present), 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 and President, Phoenix Securities
Group, Inc. (1993-1995). Director (1992-present) and President
(1992-1994), W.S. Griffith & Co., Inc. Director (1992-present) and
President (1992-1994), Townsend Financial Advisers, Inc. Director/
Trustee, the National Affiliated Investment Companies (until 1993).

Eileen A. Moran (43) Trustee President and Chief Executive Officer, Public Service Resources
Corporation (1990-present). Trustee, Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present).
</TABLE>

20
<PAGE>

*James M. Oates (51) Trustee Chairman, IBEX Capital Markets LLC (1997-present). Managing
Managing Director Director, Wydown Group (1994-present). Director, Phoenix Duff &
The Wydown Group Phelps Corporation (1995-present). Director/Trustee, Phoenix Funds
IBEX Capital Markets LLC (1987-present). Trustee, Phoenix-Aberdeen Series Fund and Phoenix
60 State Street Duff & Phelps Institutional Mutual Funds (1996-present). Director,
Suite 950 AIB Govett Funds (1991-present), Blue Cross and Blue Shield of
Boston, MA 02109 New Hampshire (1994-present), Investors Financial Service
Corporation (1995-present), Investors Bank & Trust Corporation
(1995-present), Plymouth Rubber Co. (1995-present), Stifel
Financial (1996-present) and Command Systems, Inc.
(1998-present), Vice Chairman, Massachusetts Housing Partnership
(1992-present). Member, Chief Executives Organization
(1996-present). Director (1984-1994), President (1984-1994) and
Chief Executive Officer (1986-1994), Neworld Bank. Director/
Trustee, the National Affiliated Investment Companies (until 1993).

Richard A. Pavia (67) Trustee Director (1981-present), Chairman and Chief Executive Officer
7145 North Ionia (1989-1994), Speer Financial, Inc. Vice Chairman, Cook County
Chicago, IL 60646 President Advisory Council (1997-present). Special Consultant, K&D
Facilities Resource Corp. (1995-present). Trustee, Phoenix Duff &
Phelps Institutional Mutual Funds (1996-present). Director, Duff &
Phelps Utilities Tax-Free Income Inc. (1991-present), Duff & Phelps
Utility and Corporate Bond Trust Inc. (1992-present).

*Calvin J. Pedersen (56) Trustee Director (1986-present), President (1993-present) and Executive
Phoenix Duff & Phelps Corporation Vice President (1992-1993), Phoenix Duff & Phelps Corporation.
55 East Monroe Street Director/Trustee, Phoenix Funds (1995-present). Trustee, Phoenix-
Suite 3600 Aberdeen Series Fund and Phoenix Duff & Phelps Institutional
Chicago, IL 60603 Mutual Funds (1996-present). President and Chief Executive Officer,
Duff & Phelps Utilities Tax-Free Income Inc. (1995-present), Duff &
Phelps Utilities Income Inc. (1994-present) and Duff & Phelps
Utility and Corporate Bond Trust Inc. (1995 present).

**Herbert Roth, Jr. (69) Trustee Director/Trustee, Phoenix Funds (1980-present). Trustee, Phoenix-
134 Lake Street Aberdeen Series Fund and Phoenix Duff & Phelps Institutional
P.O. Box 909 Mutual Funds (1996-present). Director, Boston Edison Company
Sherborn, MA 01770 (1978-present). Landauer, Inc. (medical services) (1970-present),
Tech Ops./Sevcon, Inc. (electronic controllers) (1987-present), and
Mark IV Industries (diversified manufacturer) (1985-present),
Phoenix Home Life Mutual Insurance Company (1972-1998).
Director, Key Energy Group (oil rig service) (1988-1994). Director/
Trustee, the National Affiliated Investment Companies (until 1993).
</TABLE>

21
<PAGE>

Lowell P. Weicker, Jr. (66) Trustee Trustee/Director, Phoenix Funds (1995-present). Trustee, Phoenix-
731 Lake Avenue Aberdeen Series Fund and Phoenix Duff & Phelps Institutional
Greenwich, CT 06830 Mutual Funds (1996-present). Director, UST Inc. (1995-present),
HPSC Inc. (1995-present), Compuware (1996-present) and
Burroughs Wellcome Fund (1996-present). Visiting Professor,
University of Virginia (1997-present). Director, Duty Free
International (1997). Chairman, Dresing, Lierman, Weicker
(1995-1996). Governor of the State of Connecticut (1991-1995).

Michael E. Haylon (40) Executive Director and Executive Vice President--Investments. Phoenix Duff &
Vice Phelps Corporation (1995-present). Executive Vice President,
President Phoenix Funds (1993-present) and Phoenix-Aberdeen Series Fund
(1976-present). Director (1994-present), President (1995-present),
Executive Vice President (1994-1995), Vice President (1991-1994),
Phoenix Investment Counsel, Inc. Director (1994-present), President
(1996-present), Executive Vice President (1994-1996), Vice
President (1993-1994). National Securities & Research Corporation.
Director, Phoenix Equity Planning Corporation (1995-present). Senior
Vice President, Securities Investments, Phoenix Home Life Mutual
Insurance Company (1993-1995). Various other positions with
Phoenix Home Life Mutual Insurance Company (1990-1993).

William J. Newman (59) Senior Vice Executive Vice President (1995-present), Chief Investment Strategist
President (1996-present), Phoenix Investment Counsel, Inc. Executive Vice
President and Chief Investment Strategist (1996-present), Senior Vice
President (1995-1996), National Securities & Research Corporation.
Senior Vice President, Phoenix Strategic Equity Series Fund
(1996-present). The Phoenix Edge Series Fund (1995-present),
Phoenix Multi-Portfolio Fund (1995-present), Phoenix Income and
Growth Fund (1996-present), Phoenix Series Fund (1995-present).
Phoenix Strategic Allocation Fund, Inc. (1996-present), Phoenix
Worldwide Opportunities Fund (1996-present) and Phoenix-Aberdeen
Series Fund (1996-present). Senior Vice President, Phoenix Equity
Planning Corporation (1995-1996). Vice President, Common Stock
and Chief Investment Strategist, Phoenix Home Life Mutual Insurance
Company (April 1995-November 1995). Chief Investment Strategist,
Kidder, Peabody Co., Inc. (1993-1994). Managing Director, Equities,
Bankers Trust Company (1991-1993).
</TABLE>

22
<PAGE>

<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Fund During the Past 5 Years
- ------------------------------ --------------- ----------------------------------------------------------------------
<S> <C> <C>
James D. Wehr (40) Senior Vice Managing Director, Fixed Income, (1996-present), Vice President
President (1991-1996), Phoenix Investment Counsel, Inc. Managing Director,
Fixed Income, (1996-present), Vice President (1993-1996), National
Securities & Research Corporation. 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), The Phoenix Edge Series Fund; Senior Vice
President (1997-present), Vice President (1993-1997), Phoenix
California Tax Exempt Bonds, Inc.; Senior Vice President
(1997-present), Vice President (1996-1997), Phoenix Duff & Phelps
Institutional Mutual Funds; and Senior Vice President, Phoenix
Multi-Sector Short Term Bond Fund, Phoenix Multi-Sector Fixed
Income Fund, Phoenix Income and Growth Fund and Phoenix
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 Insurance Company (1991-1995). Various
positions with Phoenix Home Life Insurance Company (1981-1991).
Marvin E. Flewellen (32) Vice Senior Vice President and Fixed Income Portfolio Manager, Duff &
55 East Monroe Street President Phelps Investment Management Co. (1994-present). Vice President,
Suite 3800 Phoenix Duff & Phelps Institutional Mutual Funds (1996-present).
Chicago, IL 60603 Second Vice President and Portfolio Manager, Northern Trust Bank
(1985-1994).
John D. Kattar (42) Vice Managing Director, Equities (1997-present), Phoenix Investment
President Counsel, Inc. Vice President (1997-present), The Phoenix Edge
Series Fund, Phoenix Series Fund, Phoenix-Aberdeen Series Fund
and Phoenix Duff & Phelps Institutional Mutual Funds. Director
(1989-1997), Senior Vice President (1993-1996) Baring Asset
Management Company, Inc. Director, (1995-1997) Baring Mutual
Fund Management (Luxembourg).
William E. Keen, III (34) Vice Assistant Vice President (1996-present), Director of Mutual Fund
100 Bright Meadow Blvd. President Compliance (1995-1996), Phoenix Equity Planning Corporation. Vice
P.O. Box 2200 President, Phoenix Funds, Phoenix-Aberdeen Series Fund, and
Enfield, CT 06083-2200 Phoenix Duff & Phelps Institutional Mutual Funds (1996-present).
Assistant Vice President, USAffinity Investments LP, (1994-1995).
Treasurer and Secretary, USAffinity Funds (1994-1995). Manager,
Fund Administration, SEI Corporation (1991-1994).
Christopher J. Kelleher (42) Vice Managing Director, Fixed Income (1996-present), Vice President
President (1991-1996), Phoenix Investment Counsel, Inc. and National
Securities & Research Corporation. Vice President, The Phoenix
Edge Series Fund (1989-present), Phoenix Series Fund
(1989-present) and Phoenix Duff & Phelps Institutional Mutual
Funds (1996-present). Portfolio Manager, Public Bonds, Phoenix
Home Life Mutual Insurance Company (1991-1995).
</TABLE>

23
<PAGE>

Leonard J. Saltiel (44) Vice Managing Director, Operations and Service (1996-present), Senior
President Vice President (1994-1996), Phoenix Equity Planning Corporation.
Vice President, Phoenix Funds (1994-present), Phoenix-Aberdeen
Series Fund and Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present), and National Securities & Research Corporation
(1994-1996). Vice President, Investment Operations, Phoenix Home
Life Mutual Insurance Company (1994-1995). Various positions with
Home Life Insurance Company and Phoenix Home Life Mutual
Insurance Company (1987-1994).

Julie L. Sapia (41) Vice Director, Money Market Trading (1997-present), Head Money Market
President Trader (1997-1998), Money Market Trader (1995-1997), Phoenix
Investment Counsel, Inc. Vice President (1997-present), The Phoenix
Edge Series Fund, Phoenix Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds and Phoenix-Aberdeen Series Fund.
Various positions with Phoenix Home Life Mutual Insurance Company
(1985-1995).

Michael Schatt (51) Vice Senior Vice President, Duff & Phelps Investment Management Co.
President (1997-present). Vice President, Phoenix Duff & Phelps Institutional
Mutual Funds, Phoenix Multi-Portfolio Fund, The Phoenix Edge
Series Fund and Duff & Phelps Utilities Income Inc. (1997-present).
Managing Director, Phoenix Duff & Phelps Corporation
(1994-present). Senior Vice President, Phoenix Realty Securities,
Inc. (1997-present). Director, Real Estate Advisory Practice, Coopers
& Lybrand, LLC (1990-1994).

Pierre G. Trinque (42) Vice Managing Director, Large Cap Growth Team (1997-present),
President Managing Director, Director of Equity Research (1996-1997), Senior
Research Analyst, Equities (1996) and Associate Portfolio Manager-
Institutional Funds (1992-1995), Phoenix Investment Counsel, Inc.
Vice President (1997-present), The Phoenix Edge Series Fund and
Phoenix Series Fund.
</TABLE>

24
<PAGE>

<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Fund During the Past 5 Years
- ----------------------- --------------- ---------------------------------------------------------------------
<S> <C> <C>
Nancy G. Curtiss (45) Treasurer Treasurer (1996-present), Vice President, Fund Accounting
(1994-1996), Phoenix Equity Planning Corporation. Treasurer,
Phoenix Funds (1994-present), Phoenix-Aberdeen Series Fund
(1996-present) and Phoenix Duff & Phelps Institutional Mutual
Funds (1996-present). 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).

G. Jeffrey Bohne (50) Secretary Vice President, Mutual Fund Customer Service (1996-present), Vice
101 Munson Street President, Transfer Agent Operations (1993-1996), Phoenix Equity
Greenfield, MA 01301 Planning Corporation. Secretary/Clerk, Phoenix Funds (1993-present),
Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps Institutional
Mutual Funds (1996-present). Vice President and General Manager,
Phoenix Home Life Mutual Insurance Co. (1993-present). Vice
President, Home Life of New York Insurance Company (1984-1992).
</TABLE>

- -----------

*Trustees identified with an asterisk are considered to be interested persons
of the Fund (within the meaning of the Investment Company Act of 1940, as
amended) because of their affiliation with Phoenix Investment Counsel, Inc.,
Duff & Phelps Investment Management Co., Inc. or Phoenix Equity Planning
Corporation.
**Pursuant to the retirement policy of Phoenix Funds, Messrs. Morris and Roth
will retire from the Board of Trustees effective January 1, 1999.

For services rendered to the Fund during the period ended December 31,
1997, the Trustees received an aggregate of $103,000 from the Fund as Trustees'
fees. Each Trustee who is not a full-time employee of the Adviser or any of its
affiliates currently receives a retainer at the annual rate of $3,000 and $500
per meeting. Each Trustee who serves on a Committee receives a fee of $250 for
each meeting attended. 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 the Adviser who are interested
persons are compensated for their services by the Adviser and receive no
compensation from the Fund.

For the Fund's last fiscal year, the Trustees received the following
compensation:

COMPENSATION TABLE

<TABLE>
<CAPTION>
Total
Compensation
Pension or From Fund and
Aggregate Retirement Benefits Estimated Fund Complex
Compensation Accrued as Part Annual Benefits (13 Funds)
Name From Fund of Fund Expenses Upon Retirement Paid to Trustees
- ----------------------- ---------------- --------------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Robert Chesek $ 6,250 None None $ 57,750
E. Virgil Conway+ 7,500 None None 109,500
William W. Crawford 6,250* None None 44,008
Harry Dalzell-Payne+ 6,750 None None 100,250
William N. Georgeson 6,250 None None 43,750
Francis E. Jeffries 6,250* None None 87,130
Leroy Keith, Jr 6,250 None None 57,750
Philip R. McLoughlin+ None None None None
Eileen A. Moran 6,250 None None 6,250
Everett L. Morris+ 7,500* None None 107,000
James M. Oates+ 6,750 None None 63,750
Richard A. Pavia 7,000* None None 42,000
Calvin J. Pedersen None None None None
Herbert Roth, Jr+ 6,750* None None 76,250
Richard E. Segerson 7,000 None None 66,000
Lowell P. Weicker, Jr 6,250 None None 62,500
</TABLE>

- -----------
*This compensation (and the earnings thereon) will be deferred pursuant to the
Directors' Deferred Compensation Plan. At December 31, 1997, the total amount
of deferred compensation (including interest and other accumulation earned on
the original

25
<PAGE>

amounts deferred) accrued for Messrs. Crawford, Jeffries, Morris, Pavia and
Roth was $5,372, $60,161, $126,891, $5,007 and $137,672, respectively. At
present, by agreement among the Fund, the Distributor and the electing
director, director 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.

+Messrs. Conway, Dalzell-Payne, McLoughlin, Morris, Oates and Roth are members
of the Executive Committee.

On March 31, 1998, the trustees and officers as a group owned less than 1% of
the then outstanding shares of the Fund.

Principal Shareholders

The following table sets forth information as of March 31, 1998 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 the Fund's equity
securities.

<TABLE>
<CAPTION>
Name of Shareholder Class Number of Shares Percent of Class
- --------------------------------------------------- --------- ------------------ -----------------
<S> <C> <C> <C>
Institutional Balanced
KCB Services & Company Class X 75,384.567 6.02%
The Merchandise Warehouse Co. Def
Ben Pen Pl for Employees Local 284
c/o Quads Trust Company
P.O. Box 4310
Frederick, MD 21705-4310

KCB Services & Company Class X 64,608.280 5.16%
FBO Steel Products Corp. of Akron
Empl Ret U/A/D 1/28/94 #340801520
c/o Quads Trust Company
P.O. Box 4310
Frederick, MD 21705-4310

Kenneth H. Huntoon Class X 115,344.980 9.22%
Deborah A. Schoultz
James M. Aiken TTEEs
P.O. Box 248
Concordville, PA 19331-0248

Charles P. Johnson Class X 103,285.030 8.25%
Rudolph Orkisz
Rudolph P. Orkisz TTEEs
Inline Plastics Corp. Savings Plus Retirement Plan
42 Canal St.
Shelton, CT 06484-3265

Lee Morris TTEE Class X 265,245.490 21.19%
Robert B. Morris Retirement Plans
17 Talcott Notch Rd.
Farmington, CT 06032-1818

Robert M. Sullivan Class Y 41,393.336 10.58%
Robert Sullivan TTEEs
R M Sullivan Transportation Inc. 401K Plan
649 Cottage St.
Springfield, MA 01104-3279

Marvin J. Malish TTEE Class Y 46,995.895 12.01%
Prestige Press Inc. 401K Plan U/A/D 1/1/91
610 Rotary St.
Hampton, VA 23661-1396
</TABLE>

26
<PAGE>

<TABLE>
<CAPTION>
Name of Shareholder Class Number of Shares Percent of Class
- --------------------------------------------- --------- ------------------ -----------------
<S> <C> <C> <C>
L. Thomas Scranton TTEE Class Y 25,526.881 6.53%
Scranton Motors Inc. PSP
Talcotville Rd Rt 83
P.O. Box 777
Vernon, CT 06066-0777

Lorena Greenwood TTEE Class Y 23,606.258 6.03%
Bonner County Defined Benefit
Pension Plan U/A/D 7/1/66
215 S. First Ave.
Bonner County Courthouse
Sandpoint, ID 83864-1305

T. Raymond Davis Class Y 28,071.955 7.18%
Kyle L. Davis TTEEs
C. Raymond Davis & Sons Inc
Profit Sharing Plan
P.O. Box 157 Kimberton Rd.
Kimberton, PA 19442-0157

Audrey E. Geldert Class Y 28,800.339 7.36%
Thomas B. Geldert Sr. TTEEs
Gelderts Woodcraft Inc.
Employee Savings PSP DTD 1/1/93
11760 Troy Ln. N.
Dayton, MN 55369-9279

Robert I. Ascher Class Y 62,790.064 16.05%
Jeanette A. Ascher TTEE
Harold R Ascher Funeral Home Inc.
Retirement Trust U/A/D 9/23/64
44 Sumner Ave.
Springfield, MA 01108-2382

Institutional Money Market

Joseph L. Romain Class X 1,879,726.700 41.58%
Nancy G. Atkinson TTEE
Romain Management Investment & Insurance Inc
Target Ben Pen Plan
18161 West 13 Mile Rd., Ste. A-2
Southfield, MI 48076-1113

People's Bank Trust Dept. TTEE Class X 447,704.090 9.90%
Rockville General Hospital Empl
Money Match Pl U/A/D 5/1/91
ATTN: William Pieper
850 Main St., 13th Fl.
Bridgeport, CT 06604-4917

Stephen Fink Class X 296,585.731 6.56%
Michael Fink TTEE
9X Industries Inc. Defined
Benefit Plan U/A/D 12/1/71
142 Will Dr.
Canton, MA 02021-3795
</TABLE>

27
<PAGE>

<TABLE>
<CAPTION>
Name of Shareholder Class Number of Shares Percent of Class
- ------------------------------------------- --------- ------------------ -----------------
<S> <C> <C> <C>
Donald S. Clark TTEE Class X 256,007.400 5.66%
Genesee Fuel & Heating Co Inc.
Defined Benefit Plan
P.O. Box 18206
Seattle, WA 98118-0206

Alvin M. Wadler TTEE Class X 439,432.470 9.72%
Big Brothers/Big Sisters of America
Money Purchase Plan
230 N. 13th St.
Philadelphia, PA 19107-1538

Lee Morris TTEE Class X 442,411.450 9.79%
Robert E. Morris Retirement Plans
17 Talcott N. Rd.
Farmington, CT 06034

Phoenix Investment Counsel Class Y 110,677.480 6.16%
100 Bright Meadow Blvd.
Enfield, CT 06082-1957

Farhang Shahab, William E. Mattey & Class Y 100,532.390 5.59%
Murray Rothberg TTEEs
Medical Radiology Group PA
Pension Plan Dtd 12/19/94
P.O. Box 5028
Toms River, NJ 08754-5028

Robert M. Sullivan Class Y 90,926.860 5.06%
Robert Sullivan TTEEs
R M Sullivan Transportation Inc. 401K Plan
649 Cottage St.
Springfield, MA 01104-3279

KCB Services & Company Class Y 150,090.830 8.35%
FBO St. Joseph Hospital
Employees Pension Plan
c/o Quads Trust Company
P.O. Box 4310
Frederick, MD 21705-4310

G. James Spinner Class Y 851,008.180 47.34%
Robert Paymar TTEE
Summit Investment Corp. 401K Plan
900 Second Ave. S. Ste. 500
Minneapolis, MN 55402-3323

Allan S. Dresden TTEE Class Y 137,025.280 7.62%
SA Alsan & Assoc. Inc.
Defined Benefit Pension Plan
4108 N. Walnut Ave.
Arlington Heights, IL 60004-7459
</TABLE>

28
<PAGE>

<TABLE>
<CAPTION>
Name of Shareholder Class Number of Shares Percent of Class
- ------------------------------------- --------- ------------------ -----------------
<S> <C> <C> <C>
Farhang Shabab, William E. Mattey Class Y 180,449.800 10.04%
Murray Rothberg TTEEs
Medical Radiology Group PA
PSP U/A/D 12/19/94
P.O. Box 5028
Toms River, NJ 08754-5028

Institutional U.S. Government

Charles P. Johnson Class X 72,191.087 19.97%
Rudolph Orkisz
Rudolf P. Orkisz TTEEs
Incline Plastics Corp. Savings
Plus Retirement Plan
42 Canal St.
Shelton, CT 06484-3265

Bernhard Klingenberg Class X 20,973.608 5.80%
John Hofmann TTEE
Willett Hofman & Associates
Pension Plan
809 E. 2nd St.
Dixon, IL 61021-3275

Lee Morris TTEE Class X 94,095.709 26.03%
Robert E. Morris Retirement Plans
17 Talcott Notch Rd.
Farmington, CT 06032-1818

Phoenix Charter Oak Trust Co. Class X 119,489.621 33.05%
One American Row
Hartford, CT 06103-2833

Peter Meringolo Class Y 43,644.716 14.18%
George Aufiero TTEEs
NYC Correction Captains
Security Retirement Benefit Fund
299 Broadway, Ste. 1610
New York, NY 10007-1901

Peter Meringolo Class Y 52,868.991 17.17%
George Aufiero TTEEs
NYC Correction Captains Security
Active Benefit Fund
299 Broadway, Ste. 1610
New York, NY 10007-1901

Peter Meringolo Class Y 41,024.292 13.33%
George Aufiero TTEEs
NYC Correction Captains General Fund
299 Broadway, Ste. 1610
New York, NY 10007-1901

Morton Bahr Class Y 119,407.561 38.79%
Barbara J. Easterling TTEEs
CWA Members Relief Fund
501 3rd St. NW
Washington, DC 20001-2760
</TABLE>

29
<PAGE>

<TABLE>
<CAPTION>
Name of Shareholder Class Number of Shares Percent of Class
- ----------------------------------------------- --------- ------------------ -----------------
<S> <C> <C> <C>
Peter Meringolo TTEE Class Y 16,971.178 5.51%
FBO George Aufiero
NYC Correction Captains
Civil Legal Rep 501C5 Labor Union
FBO George Aufiero
299 Broadway, Ste. 161O
New York, NY 10007-1901

Institutional Managed Bond

Plumbers Local No. 24 Class X 153,886.003 6.51%
Surety Fund
ATTN: Glen D. Schaffer (Admin.)
830 Bear Tavern Rd., CNO1028
West Trenton, NJ 08628-1020

Phoenix Charter Oak Trust Co. TTEE Class X 680,121.954 28.79%
Phoenix Home Life Employee Pension Plan
Dtd 12-31-91
One American Row
Hartford, CT 06103-2833

Charles Quimby Class X 328,808.901 13.92%
Eric K. Whinston TTEEs
Re-Solve Site Tr. Fund Dtd 6/28/89
c/o Mintz Levin Cohn Ferris Glovsky & Popeo PC
ATTN: Michael P. Last
One Financial Ctr.
Boston, MA 02111-2621

Henry Katz Class X 281,979.364 11.94%
Chairman Investment Committee
Childrens Fund of Connecticut Inc.
20 Meadow Crossing
Simsbury, CT 06070-1007

First Union National Bank TTEE Class X 157,817.109 6.68%
FBO Plumbers Local 690
DTD 3/6/98 A/C 1546001698
ATTN: Mutual Funds
1525 West Wt. Harris Blvd.
Charlotte, NC 28262-8522

KCB Services & Company Class Y 56,794.663 27.60%
FBO St. Joseph Hospital
Employees Pension Plan
c/o Quads Trust Company
P.O. Box 4310
Frederick, MD 21705-4310

N. Charles Thomas TTEE Class Y 99,041.187 48.14%
Christian Methodist Episcopal
Church Ret Plan & Trust Dtd 1/1/70
P.O. Box 74
Memphis, TN 38101-0074
</TABLE>

30
<PAGE>

<TABLE>
<CAPTION>
Name of Shareholder Class Number of Shares Percent of Class
- ------------------------------------------------- --------- ------------------ -----------------
<S> <C> <C> <C>
Lorena Greenwood TTEE Class Y 11,809.654 5.74%
Bonner County Defined
Benefit Pension Plan U/A/D 7/1/66
215 S. First Ave.
Bonner County Courthouse
Sandpoint, ID 83864-1305

Institutional Growth Stock

Carpenters Local #323 Pen. Fund Class X 90,075.307 6.99%
ATTN: Fringe Benefit Funds
c/o Sedore O'Sullivan Letterio & Barschi CPAs PC
62 E. Main St.
Wappingers Falls, NY 12590-2405

Howard Miller Clock Co. TTEE Class X 189,973.629 14.74%
Howard Miller/Herman
Defined Benefit Pension Plan
860 E. Main Ave.
Zeeland, MI 49464-1300

Patrick Defelice Class X 222,970.491 17.30%
Anthony Cardillo TTEEs
Local 363 Pension Fund E Dtd 1/1/93
811 W. Merrick Rd.
Valley Stream, NY 11580-4842

Marshall & Ilsley Trust Co. TTEE Class X 171,449.519 13.30%
Wheeling Pittsburgh Steel Corp.
Salaried Employees Pension Plan
ATTN: B. Wygert or G. Montgomery
1000 N. Water St.
Milwaukee, WI 53202-3197

KCB Services & Company Class X 88,351.857 6.85%
FBO Elizabeth Carbide Die Co. Inc.
c/o Quads Trust Company
P.O. Box 4310
Frederick, MD 21705-4310

Lee Morris TTEE Class X 118,091.139 9.16%
Robert E. Morris Retirement Plans
17 Talcott N. Rd.
Farmington, CT 06034

KCB Services & Company Class Y 111,551.714 21.28%
FBO St. Joseph Hospital
Employees Pension Plan
c/o Quads Trust Company
P.O. Box 4310
Frederick, MD 21705-4310

Ralph A. Toran Class Y 35,993.216 6.87%
Bryan E. Carlson TTEE
Mount Ida College
Retirement Plan U/A/D 10/1/63
777 Dedham St.
Newton Centre, MA 02159-3323
</TABLE>

31
<PAGE>

<TABLE>
<CAPTION>
Name of Shareholder Class Number of Shares Percent of Class
- -------------------------------------------- --------- ------------------ -----------------
<S> <C> <C> <C>
N. Charles Thomas TTEE Class Y 162,707.643 31.04%
Christian Methodist Episcopal
Church Ret. Plan & Trust Dtd 1/1/70
P.O. Box 74
Memphis, TN 38101-0074

David Yoder Class Y 34,626.672 6.61%
William O. Clarkin TTEEs
Apco Industries Inc. PSP
777 Michigan Ave.
Columbus, OH 43215-1177

Institutional Enhanced Reserves Portfolio

Charles Londo Class X 611,864.056 8.75%
David Thompson
Glen Grosteffon TTEEs
Monroe County Employees Ret Syst
125 E. 2nd St.
Monroe, MI 48161-2110

Massachusetts Bay Transportation Authority Class X 612,601.160 8.76%
Authority Retirement Fund
99 Summer St., Ste. 1700
Boston, MA 02110-1200

Delta Airlines, Inc. Class X 991,742.011 14.19%
c/o Duff & Phelps Investment Mgmt.
55 E. Monroe St., 38th Fl.
Chicago, IL 60603-5701

International Union of Operating Engineers Class X 2,722,225.759 38.94%
Welfare Fund of Eastern PA & Delaware
c/o Kathleen M. Corcoran
1375 Virginia Dr., Ste. 102
Ft. Washington, PA 19034-3217

CENCO Class X 1,192,190.965 17.06%
FBO Herman Hospital
c/o Compass Bank
P.O. Box 10566
Birmingham, AL 35296-0001

PaineWebber for the Benefit of Class Y 39,961.000 99.96%
Christian Homes for Children
Account #3
c/o Edward Dominguez
275 State St.
Hackensack, NJ 07601-5512
</TABLE>

ADDITIONAL INFORMATION

Financial Statements

Financial information relating to the Fund is contained in the Annual
Report to Shareholders for the year ended December 31, 1997 and is available by
calling Equity Planning at (800) 243-4361 or by writing to Equity Planning at
100 Bright Meadow Blvd., PO Box 2200, Enfield, CT 06083-2200. The Annual Report
is incorporated into this Statement of Additional Information by reference.

Independent Accountants
Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110, has
been selected as the independent accountants for the Fund. Price Waterhouse LLP
audits the Fund's annual financial statements and expresses an opinion thereon.

32
<PAGE>

Reports to Shareholders

The fiscal year of the Fund ends on December 31. The Fund will send to its
shareholders at least semiannually reports showing the securities of the Fund's
portfolio and other information.

Custodians and Transfer Agent
State Street Bank and Trust Company ("State Street"), serves as custodian
of the Enhanced Reserves Portfolio's assets and is located at 1 Heritage Drive,
P2N, North Quincy, MA 02171. Chase Manhattan Bank, N.A., 1 Chase Manhattan
Plaza, Floor 3B, New York, NY 10081, serves as custodian for the assets of the
Balanced, Managed Bond, Growth, Money Market and U.S. Government Securities
Portfolios. Equity Planning acts as Transfer Agent for the Fund (the "Transfer
Agent").

33
<PAGE>

PHOENIX REAL ESTATE EQUITY SECURITIES PORTFOLIO
101 Munson Street, Greenfield, Massachusetts 01301
(800) 814-1897

Statement of Additional Information

May 1, 1998

This Statement of Additional Information is not a prospectus but expands
upon and supplements the information contained in the current prospectus of the
Real Estate Equity Securities Portfolio of the Phoenix Duff & Phelps
Institutional Mutual Funds (the "Fund"), dated May 1, 1998 and should be read
in conjunction with it. A copy may be obtained by calling Phoenix Equity
Planning Corporation ("Equity Planning") at (800) 814-1897, or by writing to
Equity Planning at 100 Bright Meadow Boulevard, P.O. Box 2200, Enfield,
Connecticut 06083-2200.

TABLE OF CONTENTS*

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
THE FUND .................................... 2
INVESTMENT OBJECTIVES AND POLICIES .......... 2
INVESTMENT RESTRICTIONS ..................... 5
PERFORMANCE INFORMATION ..................... 6
PORTFOLIO TURNOVER .......................... 7
SERVICES OF THE ADVISER ..................... 7
SERVICES OF THE ADMINISTRATOR ............... 8
BROKERAGE ALLOCATION ........................ 8
DETERMINATION OF NET ASSET VALUE ............ 9
PURCHASE OF SHARES .......................... 10
DIVIDENDS, DISTRIBUTIONS AND TAXES .......... 10
THE DISTRIBUTOR ............................. 11
DISTRIBUTION PLAN ........................... 12
TRUSTEES AND OFFICERS ....................... 12
ADDITIONAL INFORMATION ...................... 21
</TABLE>

PDP 2003B (5/98)
1

<PAGE>

THE FUND

INVESTMENT OBJECTIVES AND POLICIES

The investment objectives and policies of the Phoenix Real Estate Equity
Securities Portfolio (the "Real Estate Portfolio" or "Portfolio") are described
in the "Investment Objectives and Policies" and "Investment Techniques and
Related Risks" sections of the Prospectus.

The investment objective of the Real Estate Portfolio is deemed to be a
fundamental policy and may not be changed without the approval of the
shareholders of the Portfolio. Investment restrictions described in this
Statement of Additional Information are fundamental policies and may not be
changed without the approval of the Portfolio's shareholders.

The following discussion supplements the description of the Portfolio's
investment policies and investment techniques information contained in the
Prospectus.

Money Market Instruments.

Time Deposits. Time deposits are deposits in a bank or other financial
institution for a specified period of time at a fixed interest rate for which a
negotiable certificate is not received.

Corporate Debt Securities. Corporate debt securities with a remaining
maturity of less than one year tend to become extremely liquid and are traded
as money market securities.

Bank Obligations. For purposes of the Portfolio's investment policies with
respect to bank obligations, the assets of a bank or savings institution will
be deemed to include the assets of its domestic and foreign branches.

When-Issued and Delayed Delivery Transactions. When the Portfolio agrees
to purchase securities on a when-issued or delayed delivery basis, its
custodian will set aside any asset, including equity securities and any
non-investment grade debt so long as the asset is liquid, unencumbered and
marked to market daily equal to the amount of the purchase or the commitment in
a pledged account. Normally, the custodian will set aside portfolio securities
to meet this requirement. The market value of the pledged account will be
monitored and if such market value declines, the Portfolio will be required
subsequently to place

2
<PAGE>

additional assets in the pledged account in order to ensure that the value of
the account remains equal to the amount of the Portfolio's commitments. Because
the Portfolio will set aside cash or other liquid assets in the manner
described, the Portfolio's liquidity and ability to manage its portfolio might
be affected in the event its when-issued purchases or delayed delivery
commitments ever exceeded 25% of the value of its assets. In the case of a
delayed delivery of the sale of portfolio securities, the Portfolio's custodian
will hold the portfolio securities themselves in a segregated account while the
commitment is outstanding.

The Portfolio will make commitments to purchase securities on a
when-issued basis or delayed delivery basis only with the intention of
completing the transaction and actually purchasing or selling the securities.
If deemed advisable as a matter of investment strategy, however, the Portfolio
may dispose of or renegotiate a commitment after it is entered into, and may
sell securities it has committed to purchase before those securities are
delivered to the Portfolio on the settlement date. In these cases the Portfolio
may realize a capital gain or loss. When the Portfolio engages in when-issued
and delayed delivery transactions, it relies on the other party to consummate
the trade. Failure of such party to do so may result in the Portfolio's
incurring a loss or missing an opportunity to obtain a price considered to be
advantageous.

The value of the securities underlying a when-issued purchase or a delayed
delivery to purchase securities, and any subsequent fluctuations in their
value, is taken into account when determining the Portfolio's net asset value
starting on the day the Portfolio agrees to purchase the securities. The
Portfolio does not earn interest on the securities it has committed to purchase
until they are paid for and delivered on the settlement date. When the
Portfolio makes a delayed delivery of the sale of securities it owns, the
proceeds to be received upon settlement are included in the Portfolio's assets,
and fluctuations in the value of the underlying securities are not reflected in
the Portfolio's net asset value as long as the commitment remains in effect.

Financial Futures and Related Options. The Portfolio may use financial
futures contracts and related options to hedge against changes in the market
value of its portfolio securities or securities which it intends to purchase.
Hedging is accomplished when an investor takes a position in the futures market
opposite to his cash market position. There are two types of hedges--long (or
buying) and short (or selling) hedges. Historically, prices in the futures
market have tended to move in concert with cash market prices, and prices in
the futures market have maintained a fairly predictable relationship to prices
in the cash market. Thus, a decline in the market value of securities in the
Portfolio's holdings may be protected against to a considerable extent by gains
realized on futures contracts sales. Similarly, it is possible to protect
against an increase in the market price of securities which the Portfolio may
wish to purchase in the future by purchasing futures contracts.

The Portfolio may purchase or sell any financial futures contracts which
are traded on a recognized exchange or board of trade. Financial futures
contracts consist of interest rate futures contracts and securities index
futures contracts. A public market presently exists in interest rate futures
contracts covering long-term U.S. Treasury bonds, U.S. Treasury notes,
three-month U.S. Treasury bills and GNMA certificates. Securities index futures
contracts are currently traded with respect to the Standard & Poor's 500
Composite Stock Price Index and such other broad-based stock market indices as
the New York Stock Exchange Composite Stock Index and the Value Line Composite
Stock Price Index. A clearing corporation associated with the exchange or board
of trade on which a financial futures contract trades assumes responsibility
for the completion of transactions and also guarantees that open futures
contracts will be performed.

In contrast to the situation when the Portfolio purchases or sells a
security, no security is delivered or received by the Portfolio upon the
purchase or sale of a financial futures contract. Initially, the Portfolio will
be required to deposit in a segregated account with its custodian bank an
amount of cash, U.S. Treasury bills or liquid high grade debt obligations. This
amount is known as initial margin and is in the nature of a performance bond or
good faith deposit on the contract. The current initial margin deposit required
per contract is approximately 5% of the contract amount. Brokers may establish
deposit requirements higher than this minimum. Subsequent payments, called
variation margin, will be made to and from the account on a daily basis as the
price of the futures contract fluctuates. This process is known as marking to
market.

Although financial futures contracts by their terms call for actual
delivery or acceptance of securities, in most cases the contracts are closed
out before the settlement date without the making or taking of delivery.
Closing out is accomplished by effecting an offsetting transaction. A futures
contract sale is closed out by effecting a futures contract purchase for the
same aggregate amount of securities and the same delivery date. If the sale
price exceeds the offsetting purchase price, the seller immediately would be
paid the difference and would realize a gain. If the offsetting purchase price
exceeds the sale price, the seller immediately would pay the difference and
would realize a loss. Similarly, a futures contract purchase is closed out by
effecting a futures contract sale for the same securities and the same delivery
date. If the offsetting sale price exceeds the purchase price, the purchaser
would realize a gain, whereas if the purchase price exceeds the offsetting sale
price, the purchaser would realize a loss. The Portfolio will pay commissions
on financial futures contracts and related options transactions. These
commissions may be higher than those which would apply to purchases and sales
of securities directly.

3
<PAGE>

Limitations on Futures Contracts and Related Options. The Portfolio may
not engage in transactions in financial futures contracts or related options
for speculative purposes but only as a hedge against anticipated changes in the
market value of its portfolio securities or securities which it intends to
purchase. The Portfolio may not purchase or sell financial futures contracts or
related options if, immediately thereafter, the sum of the amount of initial
margin deposits on the Portfolio's existing futures and related options
positions and the premiums paid for related options would exceed 2% of the
market value of the Portfolio's total assets after taking into account
unrealized profits and losses on any such contracts. At the time of purchase of
a futures contract or a call option on a futures contract, any asset, including
equity securities and non-investment grade debt so long as the asset is liquid,
unencumbered and marked to market daily equal to the market value of the
futures contract minus the Portfolio's initial margin deposit with respect
thereto will be deposited in a pledged account with the Portfolio's custodian
bank to collateralize fully the position and thereby ensure that it is not
leveraged. The extent to which the Portfolio may enter into financial futures
contracts and related options also may be limited by the requirements of the
Internal Revenue Code for qualification as a regulated investment company. See
"Dividends, Distributions and Taxes."

Risks Relating to Futures Contracts and Related Options. Positions in
futures contracts and related options may be closed out only on an exchange
which provides a secondary market for such contracts or options. The Portfolio
will enter into an option or futures position only if there appears to be a
liquid secondary market. However, there can be no assurance that a liquid
secondary market will exist for any particular option or futures contract at
any specific time. Thus, it may not be possible to close out a futures or
related option position. In the case of a futures position, in the event of
adverse price movements the Portfolio would continue to be required to make
daily margin payments. In this situation, if the Portfolio has insufficient
cash to meet daily margin requirements it may have to sell portfolio securities
at a time when it may be disadvantageous to do so. In addition, the Portfolio
may be required to take or make delivery of the securities underlying the
futures contracts it holds. The inability to close out futures positions also
could have an adverse impact on the Portfolio's ability to hedge its portfolio
effectively.

There are several risks in connection with the use of futures contracts as
a hedging device. While hedging can provide protection against an adverse
movement in market prices, it can also preclude a hedger's opportunity to
benefit from a favorable market movement. In addition, investing in futures
contracts and options on futures contracts will cause the Portfolio to incur
additional brokerage commissions and may cause an increase in the Portfolio's
portfolio turnover rate.

The successful use of futures contracts and related options also depends
on the ability of the Adviser to forecast correctly the direction and extent of
market movements within a given time frame. To the extent market prices remain
stable during the period a futures contract or option is held by the Portfolio
or such prices move in a direction opposite to that anticipated, the Portfolio
may realize a loss on the hedging transaction which is not offset by an
increase in the value of its portfolio securities. As a result, the Portfolio's
return for the period may be less than if it had not engaged in the hedging
transaction.

Utilization of futures contracts by the Portfolio involves the risk of
imperfect correlation in movements in the price of futures contracts and
movements in the price of the securities which are being hedged. If the price
of the futures contract moves more or less than the price of the securities
being hedged, the Portfolio will experience a gain or loss which will not be
completely offset by movements in the price of the securities. It is possible
that, where the Portfolio has sold futures contracts to hedge its portfolio
against decline in the market, the market may advance and the value of
securities held in the Portfolio's holdings may decline. If this occurred, the
Portfolio would lose money on the futures contract and would also experience a
decline in value in its portfolio securities. Where futures are purchased to
hedge against a possible increase in the prices of securities before the
Portfolio is able to invest its cash (or cash equivalents) in securities (or
options) in an orderly fashion, it is possible that the market may decline; if
the Portfolio then determines not to invest in securities (or options) at that
time because of concern as to possible further market decline or for other
reasons, the Portfolio will realize a loss on the futures that would not be
offset by a reduction in the price of the securities purchased.

Compared to the purchase or sale of futures contracts, the purchase of put
or call options on futures contracts involves less potential risk for the
Portfolio because the maximum amount at risk is the premium paid for the
options plus transaction costs. However, there may be circumstances when the
purchase of an option on a futures contract would result in a loss to the
Portfolio while the purchase or sale of the futures contract would not have
resulted in a loss, such as when there is no movement in the price of the
underlying securities.

4
<PAGE>

Mortgage-Related Securities. The Portfolio may invest in Mortgage-Related
Securities (as defined in the Prospectus), including those representing an
undivided ownership interest in a pool of mortgages, such as certificates of
the Government National Mortgage Association ("GNMA") and the Federal Home Loan
Mortgage Corporation ("FHLMC"). These certificates are in most cases
pass-through instruments, through which the holder receives a share of all
interest and principal payments from the mortgages underlying the certificate,
net of certain fees. The average life of a Mortgage-Related Security varies
with the underlying mortgage instruments, which have maximum maturities of 40
years. The average life is likely to be substantially less than the original
maturity of the mortgage pools underlying the securities as the result of
prepayments, mortgage refinancings or foreclosures. Mortgage prepayment rates
are affected by various factors including the level of interest rates, general
economic conditions, the location and age of the mortgage and other social and
demographic conditions. Such prepayments are passed through to the registered
holder with the regular monthly payments of principal and interest and have the
effect of reducing future payments.

Lending Portfolio Securities. In order to increase its return on
investments, the Portfolio may make loans of the portfolio securities as long
as the market value of the loaned securities does not exceed 33% of the value
of the Portfolio's total assets. Loans of portfolio securities will always be
fully collateralized by cash or U.S. government securities at no less than 102%
of the market value of the loaned securities (as marked to market daily) and
made only to borrowers considered to be creditworthy. Lending portfolio
securities involves a risk of delay in the recovery of the loaned securities
and possibly the loss of the collateral if the borrower fails financially.

Investment in Other Investment Companies. The Fund is authorized to invest
in the securities of other investment companies subject to the limitations
contained in the 1940 Act. In certain countries, investments by the Fund may
only be made through investments in other investment companies that, in turn,
are authorized to invest in the securities that are issued in such countries.
Investors should recognize that the Portfolio's purchase of the securities of
such other investment companies results in the layering of expenses such that
investors indirectly bear a proportionate part of the expenses for such
investment companies including operating costs, and investment advisory and
administrative fees.

INVESTMENT RESTRICTIONS

The Portfolio's fundamental policies cannot be changed without the
approval vote of a majority of the outstanding shares of the Portfolio, which
is the lesser of (i) 67% or more of the voting securities of the Portfolio
present at a meeting if the holders of more than 50% of the outstanding voting
securities of the Portfolio are present or represented by proxy or (ii) more
than 50% of the outstanding voting securities of the Portfolio. A proposed
change in fundamental policy or investment objective will be deemed to have
been effectively acted upon if a majority of the outstanding voting securities
of the Portfolio votes for the approval of the proposal as provided above,
notwithstanding (1) that such matter has not been approved by a majority of the
outstanding securities of any other Portfolio affected by such matter and (2)
that such matter has not been approved by a majority of the outstanding voting
securities of the Fund.

The following investment restrictions are fundamental policies of the
Portfolio and may not be changed except as described above. The Portfolio may
not:

(1) issue senior securities, as such term is defined in the Investment Company
Act of 1940, as amended, except as otherwise provided herein;

(2) make short sales of securities or purchase any securities on margin,
except for such short-term credits as are necessary for the clearance of
transactions; provided, however, the deposit or payment of an initial or
maintenance margin in connection with financial futures contracts or
related options transactions is not considered the purchase of a security
on margin;

(3) borrow money in excess of 25% of the value of its total assets, or pledge
its assets to an extent greater than 3% of the market or other fair value
of its total assets. Any such borrowings shall be from banks and shall be
undertaken only as a temporary measure or for extraordinary or emergency
purposes. Deposits in escrow in connection with the writing of covered
call options or in connection with the purchase or sale of financial
futures contracts and related options shall not be deemed to be a pledge
or other encumbrance;

5
<PAGE>

(4) engage in the business of underwriting the securities of others;

(5) concentrate its investments in the securities of issuers all of which
conduct their principal business activities in the same industry provided
that this restriction shall not apply to obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities or issuers
principally engaged in the real estate industry as defined by the Adviser
from time to time;

(6) make any direct investment in real estate, real estate mortgage loans
and/or commodities, except that the Fund may (a) purchase or sell readily
marketable securities which are secured by interests in real estate, or
issued by companies which deal in real estate including real estate
investment and mortgage investment trusts, and (b) engage in financial
futures contracts and related options transactions, provided that the sum
of the initial margin deposits on the Fund's futures and related options
positions and the premiums paid for related options do not exceed 5% of
the Fund's total assets; and

(7) make loans, except that the Fund may (a) invest up to 15% of its total
assets in repurchase agreements of a type regarded as "liquid" which are
fully collateralized as to principal and interest and which are entered
into only with commercial banks, brokers and dealers considered by the
Fund to be creditworthy and (b) loan its portfolio securities in amounts
up to one-third of the market or other fair value of its total assets.

If a percentage restriction on investment or utilization of assets as set
forth is adhered to at the time an investment is made, a later change in the
percentage resulting from a change in the values or costs of the Fund's assets
will not be considered violate of the restriction.

PERFORMANCE INFORMATION

Performance information for the Portfolio may appear in advertisements,
sales literature, or reports to shareholders or prospective shareholders.
Performance information in advertisements and sales literature may be expressed
as yield and as total return.

Quotations of yield for the Portfolio will be based on all investment
income per share earned during a particular 30-day period (including dividends
and interest), less expenses (including pro rata Fund expenses and expenses
applicable to each particular Portfolio) accrued during the period ("net
investment income"), and are computed by dividing net investment income by the
value of a share of the Portfolio on the last day of the period, according to
the following formula:

YIELD = 2[((a-b) + 1) (6) - 1]

------
cd

where,

a = dividends and interest earned during the period by the Portfolio
b = expenses accrued for the period (net of any reimbursements),
c = the average daily number of shares outstanding during the period that
were entitled to receive dividends, and
d = the maximum offering price per share on the last day of the period.

For the 30-day period ended December 31, 1997, the yield for Class X and
Class Y shares of the Portfolio was 4.16% and 3.53%, respectively.

As summarized in the Prospectus under the heading "Performance
Information," total return is a measure of the change in value of an investment
in the Portfolio over the period covered. The formula for total return used
herein includes four steps: (1) adding to the total number of shares purchased
by a hypothetical $1,000 investment in the Portfolio; (2) calculating the value
of the hypothetical initial investment of $1,000 as of the end of the period by
multiplying the total number of shares of the Portfolio owned at the end of the
period by the net asset value on the last trading day of the period; (3)
assuming maximum sales charge deducted and reinvestment of all dividends at net
asset value and (4) dividing this account value for the hypothetical investor
by the initial $1,000 investment. Total return will be calculated for one year,
five years and ten years or the time period during which the registration
statement including the Portfolio was in effect if the Portfolio has not been
in existence for at least ten years.

Except as above stated, standardized quotations of average annual total
return for each class of shares of the Portfolio will be expressed in terms of
the average annual compounded rate of return of a hypothetical investment in
either Class X or Class Y Shares of the Portfolio over a period of 1, 5, and 10
years (or up to the life of the class of shares). Standardized total return
quotations reflect the deduction of a proportional share of each Class's
expenses of the Portfolio (on an annual basis), and assume that all dividends
and distributions are reinvested when paid. It is expected that the performance
of Class X Shares shall be better than that of Class Y Shares as a result of
lower distribution fees and certain incrementally lower expenses paid by Class
X Shares. The Fund may also quote supplementally a rate of total return over
different periods of time by means of aggregate, average, and year-by-year or
other types of total return figures.

6
<PAGE>

The manner in which total returns will be calculated for public use is
described above. The following table lists annual total returns for the
Portfolio.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
AS OF DECEMBER 31, 1997
From inception 5/1/97
Class to 12/31/97
- ---------------------------- ----------------------
<S> <C>
Class X 23.70%
Class Y 23.55%
</TABLE>

Performance information for the Portfolio (and each Class thereof)
reflects only the performance of a hypothetical investment in a Class X or
Class Y of the Portfolio during the particular time period in which the
calculations are based. Performance information is not an indication of future
performance. Performance information should be considered in light of the
Portfolio's investment objectives and policies, characteristics and qualities
of the Portfolio, and the market conditions during the given time period, and
should not be considered as a representation of what may be achieved in the
future.

PORTFOLIO TURNOVER

Portfolio turnover is calculated by dividing the lesser of purchases or
sales of portfolio securities during the fiscal year by the monthly average of
the value of the Portfolio's securities (excluding from the computation all
securities, including options, with maturities at the time of acquisition of
one year or less). A high rate of portfolio turnover generally involves
correspondingly greater brokerage commission expenses, which must be borne
directly by the Portfolio. Turnover rates may vary greatly from year to year as
well as within a particular year and may also be affected by cash requirements
for redemptions of the Portfolio's shares and by requirements which enable the
Fund to receive certain favorable tax treatment.

SERVICES OF THE ADVISER

The offices of Duff & Phelps Investment Management Co., Inc. ("DPIM") are
located at 55 East Monroe Street, Suite 3600, Chicago, Illinois 60603. DPIM is
a subsidiary of Phoenix Duff & Phelps Corporation. DPIM serves as an investment
adviser to the Real Estate Securities Series of The Phoenix Edge Series Fund,
the Real Estate Securities Portfolio of Phoenix Multi-Portfolio Fund, the Core
Equity Fund of the Phoenix Equity Series Fund, the Enhanced Reserves Portfolio
and the Core Equity Portfolio of Phoenix Duff & Phelps Institutional Mutual
Funds and three closed-end funds: Duff & Phelps Utilities Income Inc., Duff &
Phelps Utilities Tax-Free Income Inc., and Duff & Phelps Utility and Corporate
Bond Trust Inc. The investment adviser for the Real Estate Portfolio at its
inception was Phoenix Realty Securities, Inc. ("PRS" or the "Adviser"). PRS is
a wholly-owned indirect subsidiary of Phoenix Home Life Mutual Insurance
Company ("Phoenix Home Life") of Hartford, Connecticut. On March 2, 1998, DPIM
purchased the management rights for the Portfolio from PRS and PRS' contract
was assigned to DPIM. The majority shareholder of Phoenix Duff & Phelps is
Phoenix Home Life. Phoenix Home Life is in the business of writing ordinary and
group life and health insurance and annuities. The principal office of Phoenix
Home Life is located at One American Row, Hartford, Connecticut, 06115. Michael
Schatt is an officer of the Fund and also an officer of DPIM. William R. Moyer
and Michael E. Haylon are officers of the Fund and also officers of DPIM.

The Adviser continuously furnishes an investment program for the Portfolio
and manages the investment and reinvestment of the assets of the Portfolio,
subject at all times to the supervision of the Trustees. The Adviser, at its
expense, furnishes certain other services, including the services of any member
of its staff who serves as an officer of the Fund.

The investment advisory agreement provides that all costs and expenses
(other than those specifically referred to as being borne by the Adviser)
incurred in the operation of the Fund are borne by the Fund. Each portfolio
pays expenses incurred in its own operation and also pays a portion of the
Fund's general administration expenses allocated on the basis of the asset size
of the respective portfolio, except where an allocation using an alternative
method can be more fairly made. Such expenses include, but shall not be limited
to, all expenses incurred in the operation of the Fund and any public offering
of its shares, including, among others, interest, taxes, brokerage fees and
commissions, fees of Trustees who are not employees of the Adviser or any of
its affiliates, expenses of Trustees' and shareholders' meetings, including the
cost of printing and mailing proxies, a portion of the expenses of insurance
premiums for fidelity and other coverage, expenses of repurchase and redemption
of shares, expenses of issue and sale of shares (to the extent not borne by
Equity Planning under its agreement with the Fund), association membership
dues, charges of custodians, transfer agents, dividend disbursing agents and
financial agents, bookkeeping, auditing, and legal expenses. The Fund will also
pay the fees and bear the expense of registering and maintaining the
registration of the Fund and its shares with the Securities and Exchange
Commission and or qualifying its shares under state or other securities laws
and the expense of preparing and mailing prospectuses and reports to
shareholders.

The investment advisory agreement provides that the Adviser shall not be
liable to the Fund or to any shareholder of the Fund for any error of judgment
or mistake of law or for any loss suffered by the Fund or by any shareholder of
the Fund in connection with the matters to which the investment advisory
agreement relates, except a loss resulting from willful misfeasance, bad faith,
gross negligence or reckless disregard on the part of the Advisers in the
performance of its duties thereunder.

7
<PAGE>

As full compensation for the services and facilities furnished to the
Fund, the Adviser is entitled to a fee. The basic monthly advisory fee payable
to the Adviser is subject to a performance adjustment based upon the
Portfolio's annual performance as compared to certain prescribed benchmarks.
The basic monthly fee will therefore increase or decrease by .005% for every
.10% after the first .50% in which Portfolio performance (calculated at the
highest total return of the Portfolio based on the methods described in the
Prospectus and in this Statement of Additional Information) on a rolling twelve
month basis is higher or lower than that of the NAREIT Equity Total Return
Index. In no event will the increase or decrease in any one twelve month period
exceed .10%. There will be no performance adjustment in the first twelve months
following inception of the Portfolio. The following chart describes the total
fees which would be applicable:

<TABLE>
<CAPTION>
Rolling One Year Portfolio Return vs. NAREIT Index
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
(NAREIT Index -.50%) less than Portfolio Return less than (NAREIT Index +.50%)
(NAREIT Index +.50%) less than or equal to Portfolio Return less than (NAREIT Index +.60%)
(NAREIT Index +.60%) less than or equal to Portfolio Return less than (NAREIT Index +.70%)
. . .
(NAREIT Index +2.40%) less than or equal to Portfolio Return
(NAREIT Index -.60%) less than Portfolio Return less than equal to (NAREIT Index -.50%)
(NAREIT Index -.70%) less than Portfolio Return less than equal to (NAREIT Index -.60%)
. . .
Portfolio Return less than equal to (NAREIT Index -2.40%)
</TABLE>

<TABLE>
<CAPTION>
Performance
Base Fee Adjustment Total Fee
- ---------- ------------ ----------
<S> <C> <C>
.50% none .50%
.50% +0.005% .505%
.50% +0.01% .51%

.50% +0.1% .60%
.50% -0.005% .495%
.50% -0.01% .49%

.50% -0.10% .40%
</TABLE>

For investment advisory services to the Real Estate Portfolio during the
fiscal year ended December 31, 1997, PRS received a fee of $38, 173. Pursuant
to the Adviser's voluntary undertaking to limit operating expenses of the
Portfolio, PRS reimbursed the Portfolio $165,748 during the fiscal year ended
December 31, 1997 thereby reducing PRS' investment adviser fee to a loss of
$127,575.

The advisory agreement will continue in force from year to year, provided
that the agreement must be approved at least annually by the Trustees or by
vote of a majority of the outstanding voting securities of the Portfolio. In
addition, and in either event, the terms of the agreement and any renewal
thereof must be approved by the vote of a majority of the Trustees who are not
parties to the agreement or interested persons (as that term is defined in the
Investment Company Act of 1940) of any such party, cast in person at a meeting
called for the purpose of voting on such approval. The agreement will terminate
automatically if assigned and may be terminated at any time, without payment of
any penalty, either by the Fund or by the Adviser, on sixty (60) days written
notice.

SERVICES OF THE ADMINISTRATOR

Duff & Phelp Investment Management Co. (the "Administrator") serves as
administrator for the Real Estate Portfolio. Under the terms of the
Administration Agreement, the Administrator will assist in maintaining office
facilities, furnish clerical services, office supplies and stationery, provide
advice and assistance on the general operations of the Portfolio, monitor and
make recommendations concerning fidelity bond coverage, monitor compliance with
the policies and limitations of the Portfolio as set forth in the Fund's
governing documents, and prepare and/or coordinate all materials for the Board
of Trustees' meetings. As compensation, the Administrator receives a fee,
computed daily and payable monthly, at the annual rate of 0.15% of the average
daily net assets of the Portfolio.

The Agreement continues in effect from year to year provided such
continuance is specifically approved at least annually by the Fund's Board of
Trustees including a majority of the trustees who are not interested persons or
by a vote of a majority of the outstanding voting securities of the Portfolio.
The Agreement automatically terminates upon its assignment and may be
terminated by either party at any time upon not less than 60 days written
notice.

For its services to the Portfolio as Administrator, DPIM received fees of
$11,440 during the fiscal year ended December 31, 1997.

BROKERAGE ALLOCATION

In effecting portfolio transactions for the Fund, the Adviser adheres to
the Fund's policy of seeking best execution and price, determined as described
below, except to the extent it is permitted to pay higher brokerage commissions
for "brokerage and research services" as defined herein. The Adviser may cause
the Fund to pay a broker an amount of commission for effecting a securities
transaction in excess of the amount of commission which another broker or
dealer would have charged for effecting the transaction if the Adviser
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage

8
<PAGE>

and research services provided by such broker or that any offset of direct
expenses of the Portfolio yields the best net price. As provided in Section
28(e) of the Securities Exchange Act of 1934, "brokerage and research services"
include giving advice as to the value of securities, the advisability of
investing in, purchasing or selling securities, and the availability of
securities; furnishing analyses and reports concerning issuers, industries,
economic factors and trends, portfolio strategy and the performance of
accounts; and effecting securities transactions and performing functions
incidental thereto (such as clearance and settlement). Brokerage and research
services provided by brokers to the Fund or to the Adviser are considered to be
in addition to and not in lieu of services required to be performed by the
Adviser under its contract with the Fund and may benefit both the Fund and
other clients of the Adviser. Conversely, brokerage and research services
provided by brokers to other clients of the Adviser may benefit the Fund.

If the securities in which the Portfolio invests are traded primarily in
the over-the-counter market, where possible the Portfolio will deal directly
with the dealers who make a market in the securities involved unless better
prices and execution are available elsewhere. Such dealers usually act as
principals for their own account. On occasion, securities may be purchased
directly from the issuer. Bonds and money market instruments are generally
traded on a net basis and do not normally involve either brokerage commission
or transfer taxes.

The Fund has adopted a policy and procedures governing the execution of
aggregated advisory client orders ("bunching procedures") in an attempt to
lower commission costs on a per-share and per-dollar basis. According to the
bunching procedures, the Advisor shall aggregate transactions unless it
believes in its sole discretion that such aggregation is inconsistent with its
duty to seek best execution (which shall includes the duty to seek best price)
for the Fund. No advisory account of the Advisor is to be favored over any
other account and each account that participates in an aggregated order is
expected to participate at the average share price for all transactions of the
Advisor in that security on a given business day, with all transaction costs
shared pro rata based on the Fund's participation in the transaction. If the
aggregated order is filled in its entirety, it shall be allocated among the
Adviser's accounts in accordance with the allocation order, and if the order is
partially filled, it shall be allocated pro rata based on the allocation order.
Notwithstanding the foregoing, the order may be allocated on a basis different
from that specified in the allocation order if all accounts of the Adviser
whose orders are allocated receive fair and equitable treatment and the reason
for such different allocation is explained in writing and is approved in
writing by the Adviser's compliance officer as soon as practicable after the
opening of the markets on the trading day following the day on which the order
is executed. If an aggregated order is partially filled and allocated on a
basis different from that specified in the allocation order, no account that is
benefited by such different allocation may intentionally and knowingly effect
any purchase or sale for a reasonable period following the execution of the
aggregated order that would result in it receiving or selling more shares than
the amount of shares it would have received or sold had the aggregated order
been completely filled. The Trustees will annually review these procedures or
as frequently as shall appear appropriate.

For the fiscal year ended December 31, 1997, the Real Estate Portfolio
paid brokerage commissions of $18,145.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of each Portfolio is determined as of the
close of trading of the New York Stock Exchange (the "Exchange") on days when
the Exchange is open for trading. The Exchange will be closed on the following
observed national holidays: New Year's Day, Martin Luther King, Jr. Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. Since the Fund does not price securities on
weekends or United States national holidays, the net asset value of a
Portfolio's foreign assets may be significantly affected on days when the
investor has no access to the Fund. The net asset value per share of a
Portfolio is determined by adding the values of all securities and other assets
of the Portfolio, subtracting liabilities, and dividing by the total number of
outstanding shares of the Portfolio. Assets and liabilities are determined in
accordance with generally accepted accounting principles and applicable rules
and regulations of the Securities and Exchange Commission. The total liability
allocated to a class, plus that class's distribution fee and any other expenses
allocated solely to that class, are deducted from the proportionate interest of
such class in the assets of the Portfolio, and the resulting amount of each is
divided by the number of shares of that class outstanding to produce the net
asset value per share.

9
<PAGE>

in foreign securities contemporaneously with the determination of the prices of
the majority of the portfolio securities of such Portfolio. All assets and
liabilities initially expressed in foreign currency values will be converted
into United States dollar values at the mean between the bid and ask quotations
of such currencies against United States dollars as last quoted by any
recognized dealer. If an event were to occur after the value of an investment
was so established but before the net asset value per share was determined,
which was likely to materially change the net asset value, then the instrument
would be valued using fair value considerations by the Trustees or their
delegates. If at any time a Portfolio has investments where market quotations
are not readily available, such investments are valued at the fair value
thereof as determined in good faith by the Trustees although the actual
calculations may be made by persons acting pursuant to the direction of the
Trustees.

PURCHASE OF SHARES

The Prospectus includes information as to the offering price of shares of
the Portfolio and the minimum initial and subsequent investments which may be
made in the Portfolio. Sales of shares are made through registered
representatives of Equity Planning, or through securities dealers with whom
Equity Planning has sales agreements. Sales of shares are also made to
customers of bank affiliated securities brokers with whom Equity Planning has
sales agreements.

The Portfolio has authorized one or more brokers to accept on its behalf
purchase and redemption orders. Such brokers are authorized to designate other
intermediaries to accept purchase and redemption orders on the Portfolio's
behalf. The Portfolio will be deemed to have received a purchase or redemption
order when an authorized broker or, if applicable, a broker's authorized
designee, accepts the order. Customer orders will be priced at the Portfolio's
Net Asset Value next computed after thay are accepted by an authorized broker
or the broker's authorized designee.

The Portfolio currently declares all income dividends and all capital gain
distributions, if any, payable in shares of the Fund at net asset value or, at
the option of the shareholder, in cash. Unless otherwise specified in writing,
shareholders shall automatically receive both dividends and capital gain
distributions in additional shares. If a shareholder elects to receive
dividends and/or distributions in cash and the check cannot be delivered or
remains uncashed by the shareholder due to an invalid address, then the
dividend and/or distribution will be reinvested after the Transfer Agent has
been informed that the proceeds are undeliverable. Additional shares will be
purchased for the shareholder's account at the then current net asset value.
Reinvestment direction forms and prospectuses are available from Equity
Planning. An alternate payee section has been incorporated into the application
allowing distributions to be mailed to a second payee and/or address. Dividends
and capital gain distributions received in shares are taxable to the
shareholder and credited in full and fractional shares computed at the closing
net asset value on the next business day after the record date. To be effective
with respect to a particular dividend or distribution, notification of the new
distribution option must be received by the Transfer Agent at least three days
prior to the record date of such dividend or distribution. If all shares in the
shareholder's account are repurchased or redeemed or transferred between the
record date and the payment date of a dividend or distribution, the shareholder
will receive cash for the dividend or distribution regardless of the
distribution option selected.

DIVIDENDS, DISTRIBUTIONS AND TAXES

As stated in the Prospectus, the Portfolio is treated as a separate entity
for federal income tax purposes. The Portfolio intends to elect to be treated
as a regulated investment company ("RIC") and qualify as such under Subchapter
M of the Internal Revenue Code (the "Code").

The Code sets forth numerous criteria which must be satisfied in order for
the Portfolio to qualify as a RIC. The Portfolio must, among other things, meet
the following tests for each taxable year: (1) at least 90% of the Portfolio's
gross income must be derived from a) dividends, b) interest, c) payments with
respect to securities loans, d) gains from the sale or other disposition of
stocks or securities or foreign currencies, or e) other income (including but
not limited to gains from options, futures, or forward contracts) derived by
the Portfolio with respect to its business of investing in stocks, securities
or currencies; and (2) distribute annually at least 90% of its investment
company taxable income and net exempt-interest income.

In addition to the gross income tests, to qualify as a RIC, the Portfolio
must also diversify its holdings so that, at the close of each quarter of its
taxable year, (1) at least 50% of the value of its total assets consists of
cash, cash items, U.S. Government securities, and other securities limited
generally with respect to any one issuer to not more than 5% of the total
assets of the Portfolio and not more than 10% of the outstanding voting
securities of such issuer, and (2) not more than 25% of the value of its total
assets is invested in the assets of any one issuer (other than U.S. Government
securities). If in any taxable year a Portfolio does not qualify as a RIC, all
of its net investment income and realized capital gains will be taxed at
corporate rates.

In each taxable year that the Portfolio qualifies as a RIC, it (but not
its shareholders) will be relieved of federal income tax on that portion of its
net investment income and net capital gains that are currently distributed (or
deemed distributed) to its shareholders. It is the policy of the Portfolio to
distribute all of its net investment income and net capital gains to its
shareholders in order to avoid any federal income tax liability. In addition,
the Portfolio intends to make timely distribution sufficient in amount to avoid
a non-deductible 4% excise tax. An excise tax will be imposed on the Portfolio
to the extent that it fails to distribute,

10
<PAGE>

with respect to each calendar year, at least 98% of its net ordinary income for
such calendar year and 98% of its net capital gains as determined for the one
year period ending October 31 of such calendar year. In addition, an amount
equal to the undistributed net ordinary income and net capital gains from the
previous calendar year must also be distributed to avoid the excise tax.

The Fund is required to withhold for income taxes 31% of dividends,
distributions and redemption payments, if any of the following circumstances
exist: i) a shareholder fails to provide the Fund with a correct taxpayer
identification number (TIN); ii) the Fund is notified by the Internal Revenue
Service that the shareholder furnished an incorrect TIN; or iii) the Fund is
notified by the Internal Revenue Service that withholding is required because
the shareholder failed to report the receipt of dividends or interest from
other sources. Withholding may also be required for accounts with respect to
which a shareholder fails to certify that i) the TIN provided is correct and
ii) the shareholder is not subject to such withholding. However, withholding
will not be required from certain exempt entities nor those shareholders
complying with the procedures as set forth by the Internal Revenue Service. A
shareholder is required to provide the Fund with a correct TIN. The Fund in
turn is required to report correct taxpayer identification numbers when filing
all tax forms with the Internal Revenue Service. Should the IRS levy a penalty
on the Fund for reporting an incorrect TIN and that TIN was provided by the
shareholder, the Fund will pass the penalty onto the shareholder.

Dividends paid by the Portfolio from net investment income and net
realized short-term capital gains to a shareholder who is a nonresident alien
individual, a foreign fund or estate, a foreign corporation or a foreign
partnership (a foreign shareholder) will be subject to United States
withholding tax at a rate of 30% unless a reduced rate of withholding or a
withholding exemption is provided under applicable treaty law. Foreign
shareholders are urged to consult their own tax advisors concerning the
applicability of the United States withholding tax and any foreign taxes.

THE DISTRIBUTOR

Phoenix Equity Planning Corporation ("Equity Planning" or "Distributor"),
which has undertaken to use its best efforts to find purchasers for shares of
the Fund, serves as the national distributor of the Fund's shares. Shares of
the Portfolio are offered on a continuous basis. Pursuant to an Underwriting
Agreement covering all classes of shares and distribution methods, the
Distributor will purchase shares of the Fund for resale to the public, either
directly or through securities dealers or agents, and is obligated to purchase
only those shares for which it has received purchase orders. Equity Planning
may also sell Fund shares pursuant to sales agreements entered into with
bank-affiliated securities brokers who, acting as agent for their customers,
place orders for Fund shares with Equity Planning. Although the Glass-Steagall
Act prohibits banks and bank affiliates from engaging in the business of
underwriting, distributing or selling securities (including mutual fund
shares), banking regulators have not indicated that such institutions are
prohibited from purchasing mutual fund shares upon the order and for the
account of their customers. In addition, state securities laws on this issue
may differ from the interpretations of federal law and banks and financial
institutions may be required to register as dealers pursuant to state law. If,
because of changes in law or regulations, or because of new interpretations of
existing law, it is determined that agency transactions of bank-affiliated
securities brokers are not permitted, the Trustees will consider what action,
if any, is appropriate. It is not anticipated that termination of sales
agreements with bank-affiliated securities brokers would result in a loss to
their customers or a change in the net asset value per share of the Portfolio.

Philip R. McLoughlin, a Trustee and President of the Fund, is a director
and officer of Equity Planning. Michael E. Haylon, an officer of the Fund, is a
director of Equity Planning. William R. Moyer, a director and officer of Equity
Planning, is an officer of the Fund. G. Jeffrey Bohne, Nancy G. Curtiss,
William E. Keen, III, Leonard J. Saltiel and Thomas N. Steenburg, officers of
the Fund, are officers of Equity Planning.

Pursuant to a Financial Agent Agreement, Equity Planning provides
bookkeeping and pricing services and certain other ministerial functions
directly to the Fund. As compensation for such services, Equity Planning is
entitled to a fee, payable monthly and based upon the average of the aggregate
daily net asset values of the fund, at the following incremental annual rates:

<TABLE>
<S> <C>
First $100 million .05%
$100 million to $300 million .04%
$300 million through $500 million .03%
Greater than $500 million .015%
</TABLE>

A minimum fee of $70,000 is applicable to the Real Estate Portfolio. In
addition, Equity Planning is paid $12,000 for each class of shares beyond one.
For the fiscal year ended December 31, 1997, Equity Planning received a
Financial Agent fee of $55,041 for its services to the Portfolio.

11
<PAGE>

DISTRIBUTION PLAN

Pursuant to the Plan, the Fund shall pay the Distributor an amount equal
to 0.25% of the average daily net assets of the Class Y Shares (the "Service
Fee"). The Service Fee is paid to the Distributor to reimburse the costs of
providing services to Class Y shareholders, including assistance in connection
with inquiries related to shareholder accounts.

On a quarterly basis, the Trustees of the Fund review a report on
expenditures under the Plan and the purposes for which expenditures were made.
The Trustees conduct an additional, more extensive review annually in
determining whether the Plan will be continued. By its terms, continuation of
the Plan from year to year is contingent on annual approval by a majority of
the Trustees of the Fund and by a majority of the Trustees who are not
"interested persons" (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of the Plans or any related
agreements (the "Plan Trustees"). The Plan provides that it may not be amended
to increase materially the costs which the Fund may bear pursuant to the Plan
without approval of the Class Y shareholders of the Fund and that other
material amendments to the Plan must be approved by a majority of the Plan
Trustees by vote cast in person at a meeting called for the purpose of
considering such amendments. The Plan further provides that while it is in
effect, the selection and nomination of Trustees who are not "interested
persons" shall be committed to the discretion of the Trustees then in office
who are not "interested persons." The Plan may be terminated at any time by
vote of a majority of the Plan Trustees or a majority of the outstanding Class
Y Shares of the Fund.

For the fiscal year ended December 31, 1997, the Portfolio paid Rule 12b-1
fees of $188, of which the Distributor received $188 and unaffiliated
broker-dealers received $0. The Rule 12b-1 fees were used for: (1) compensating
dealers $0; (2) compensating sales personnel $59,611; (3) advertising $37,472;
(4) printing and mailing prospectuses to other than current shareholders
$2,435; (5) service costs $10,257 and (6) other $12,243. No interested persons
of the Fund and no Trustee who is not an interested person of the Fund, as that
term is defined in the Investment Company Act of 1940, had any direct or
indirect financial interest in the operation of the Plan.

TRUSTEES AND OFFICERS

<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Fund During the Past 5 Years
- ------------------------ ---------------- ------------------------------------------------------------------
<S> <C> <C>
Robert Chesek (63) Trustee Trustee/Director (1981-present) and Chairman (1989-1994), Phoenix
49 Old Post Road Funds. Trustee, Phoenix-Aberdeen Series Fund and Phoenix Duff &
Wethersfield, CT 06109 Phelps Institutional Mutual Funds (1996-present). Vice President,
Common Stock, Phoenix Home Life Mutual Insurance Company
(1980-1994). Director/Trustee, the National Affiliated Investment
Companies (until 1993).
</TABLE>

12
<PAGE>

*Francis E. Jeffries (67) Trustee Director/Trustee, Phoenix Funds (1995-present). Trustee, Phoenix-
6585 Nicholas Blvd. Aberdeen Series Inc. and Phoenix Duff & Phelps Institutional Mutual
Apt. 1601 Funds (1996-present). Director, Duff & Phelps Utilities Income Inc.
Naples, FL 33963 (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 Duff & Phelps Corporation.
</TABLE>

13
<PAGE>

*Philip R. McLoughlin (51) Trustee and Chairman (1997-present), Director (1995-present), Vice Chairman
56 Prospect Street President (1995-1997) and Chief Executive Officer (1995-1997), Phoenix Duff
Hartford, CT 06115 & Phelps Corporation. 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). Director (1983-present) and Chairman
(1995-present), Phoenix Investment Counsel, Inc. Director
(1984-present) and President (1990-present), Phoenix Equity
Planning Corporation. Director (1993-present), Chairman (1993-
present) and Chief Executive Officer (1993-1995), National Securities
& Research Corporation. Director, Phoenix Realty Group, Inc.
(1994-present), Phoenix Realty Advisors, Inc. (1987-present),
Phoenix Realty Investors, Inc. (1994-present), Phoenix Realty
Securities, Inc. (1994-present), 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 and President, Phoenix
Securities Group, Inc. (1993-1995). Director (1992-present) and
President (1992-1994), W.S. Griffith & Co., Inc. Director (1992-
present) and President (1992-1994), Townsend Financial Advisers,
Inc. Director/Trustee, the National Affiliated Investment Companies
(until 1993).

Eileen A. Moran (43) Trustee President and Chief Executive Officer, Public Service Resources
Corporation (1990-present). Trustee, Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present).

**Everett L. Morris (69) Trustee Vice President, W.H. Reaves and Company (1993-present). Director/
164 Laird Road Trustee, Phoenix Funds (1995-present). Trustee, Duff & Phelps
Colts Neck, NJ 07722 Mutual Funds (1994-present). Trustee, Phoenix-Aberdeen Series
Fund and Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present). Director, Duff & Phelps Utilities Tax-Free Income
Inc. (1991-present) and Duff & Phelps Utility and Corporate Bond
Trust Inc. (1993-present). Director, Public Service Enterprise Group,
Incorporated (1986-1993). President and Chief Operating Officer,
Enterprise Diversified Holdings, Incorporated (1989-1993).
</TABLE>

14
<PAGE>

Richard A. Pavia (67) Trustee Director (1981-present), Chairman and Chief Executive Officer
7145 North Ionia (1989-1994), Speer Financial, Inc. Vice Chairman, Cook County
Chicago, IL 60646 President's Advisory Council (1997-present). Special Consultant,
K&D Facilities Resource Corp. (1995-present). Trustee, Phoenix Duff
& Phelps Institutional Mutual Funds (1996-present). Director, Duff &
Phelps Utilities Tax-Free Income Inc. (1991-present), Duff & Phelps
Utility and Corporate Bond Trust Inc. (1992-present).

**Herbert Roth, Jr. (69) Trustee Director/Trustee, Phoenix Funds (1980-present). Trustee, Phoenix-
134 Lake Street Aberdeen Series Fund and Phoenix Duff & Phelps Institutional
P.O. Box 909 Mutual Funds (1996-present). Director, Boston Edison Company
Sherborn, MA 01770 (1978-present), Landauer, Inc. (medical services) (1970-present),
Tech Ops./Sevcon, Inc. (electronic controllers) (1987-present), and
Mark IV Industries (diversified manufacturer) (1985-present).
Phoenix Home Life Mutual Insurance Company (1972-1998).
Director, Key Energy Group (oil rig service) (1988-1994). Director/
Trustee, the National Affiliated Investment Companies (until 1993).

Richard E. Segerson (52) Trustee Managing Director, Mullin Associates (1993-present). Director/
102 Valley Road Trustee, Phoenix Funds, (1993-present). Trustee, Phoenix-Aberdeen
New Canaan, CT 06840 Series Fund and Phoenix Duff & Phelps Institutional Mutual Funds
(1996-present). Vice President and General Manager, Coats & Clark,
Inc. (previously Tootal American, Inc.) (1991-1993). Director/Trustee,
the National Affiliated Investment Companies (1984-1993).

15
<PAGE>

James D. Wehr (40) Senior Vice Managing Director, Fixed Income, (1996-present), Vice President
President (1991-1996), Phoenix Investment Counsel, Inc. Managing Director,
Fixed Income, (1996-present), Vice President (1993-1996), National
Securities & Research Corporation. 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), The Phoenix Edge Series Fund; Senior Vice
President (1997-present), Vice President (1993-1997), Phoenix
California Tax Exempt Bonds, Inc.; Senior Vice President
(1997-present), Vice President (1996-1997), Phoenix Duff & Phelps
Institutional Mutual Funds; and Senior Vice President, Phoenix
Multi-Sector Short Term Bond Fund, Phoenix Multi-Sector Fixed
Income Fund, Phoenix Income and Growth Fund and Phoenix
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 Insurance Company (1991-1995). Various
positions with Phoenix Home Life Insurance Company (1981-1991).

Marvin E. Flewellen (32) Vice Senior Vice President and Fixed Income Portfolio Manager, Duff &
55 East Monroe Street President Phelps Investment Management Co. (1994-present). Vice President,
Suite 3800 Phoenix Duff & Phelps Institutional Mutual Funds (1996-present).
Chicago, IL 60603 Second Vice President and Portfolio Manager, Northern Trust Bank
(1985-1994).
</TABLE>

16
<PAGE>

William E. Keen, III (34) Vice Assistant Vice President (1996-present), Director of Mutual Fund
100 Bright Meadow Blvd. President Compliance (1995-1996), Phoenix Equity Planning Corporation. Vice
P.O. Box 2200 President, Phoenix Funds, Phoenix-Aberdeen Series Fund, and
Enfield, CT 06083-2200 Phoenix Duff & Phelps Institutional Mutual Funds (1996-present).
Assistant Vice President, USAffinity Investments LP, (1994-1995).
Treasurer and Secretary, USAffinity Funds (1994-1995). Manager,
Fund Administration, SEI Corporation (1991-1994).

Christopher J. Kelleher (42) Vice Managing Director, Fixed Income (1996-present), Vice President
President (1991-1996), Phoenix Investment Counsel, Inc. and National
Securities & Research Corporation. Vice President, The Phoenix
Edge Series Fund (1989-present), Phoenix Series Fund
(1989-present) and Phoenix Duff & Phelps Institutional Mutual
Funds (1996-present). Portfolio Manager, Public Bonds, Phoenix
Home Life Mutual Insurance Company (1991-1995).

William R. Moyer (53) Vice Senior Vice President and Chief Financial Officer, Phoenix Duff &
100 Bright Meadow Blvd. President Phelps Corporation (1995-present). Director (1998-present), Senior Vice
P.O. Box 2200 President (1990-present), Chief Financial Officer (1996-present),
Enfield, CT 06083-2200 Finance (until 1996) and Treasurer (1994-1996 and 1998-present),
Phoenix Equity Planning Corporation. Director (1998-present), Senior
Vice President (1990-present), Chief Financial Officer (1996- present),
Finance (until 1996) and Treasurer (1994-present), Phoenix Investment
Counsel, Inc. Director (1998-present), Senior Vice President
(1994-present), Chief Financial Officer (1996-present), Finance (until
1996) and Treasurer (1994-present), National Securities & Research
Corporation. Vice President, Phoenix Funds (1990-present), Phoenix
Duff & Phelps Institutional Mutual Funds (1996-present) and Phoenix-
Aberdeen Series Fund (1996-present). Senior Vice President and Chief
Financial Officer, Phoenix Duff & Phelps Investment Management Co.
(1996-present). Vice President, Investment Products Finance, Phoenix
Home Life Mutual Insurance Company (1990-1995). Senior Vice
President and Chief Financial Officer (1993-1995) and Treasurer
(1994-1995), W.S. Griffith & Co., Inc. and Townsend Financial Advisors,
Inc. Senior Vice President, Finance, Phoenix Securities Group, Inc.
(1993-1995). Vice President, the National Affiliated Companies (until
1993).

17
<PAGE>

Nancy G. Curtiss (45) Treasurer Treasurer (1996-present), Vice President, Fund Accounting
(1994-1996), Phoenix Equity Planning Corporation. Treasurer,
Phoenix Funds (1994-present), Phoenix-Aberdeen Series Fund
(1996-present) and Phoenix Duff & Phelps Institutional Mutual
Funds (1996-present). 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).

- -----------
*Indicates that the Trustee is an "interested person" of the Trust within the
meaning of the definition set forth in Section 2(a)(19) of the Investment
Company Act of 1940.

**Pursuant to the retirement policy of the Phoenix Funds, Messrs. Morris and
Roth will retire from the Board of Trustees effective January 1, 1999.

18
<PAGE>

COMPENSATION TABLE

For the Fund's last fiscal year, the Trustees received the following
compensation:

<TABLE>
<CAPTION>
Pension or Total
Retirement Compensation
Benefits From Fund and
Aggregate Accrued Estimated Fund Complex
Compensation as Part of Annual Benefits (13 Funds)
Name From Fund Fund Expenses Upon Retirement Paid to Trustees
- ------------------------ ---------------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Robert Chesek $ 6,250 None None $ 57,750
E. Virgil Conway+ 7,500 None None 109,500
William W. Crawford 6,250* None None 44,008
Harry Dalzell-Payne+ 6,750 None None 100,250
William N. Georgeson 6,250 None None 43,750
Francis E. Jeffries 6,250* None None 87,130
Leroy Keith, Jr. 6,250 None None 57,750
Philip R. McLoughlin+ None None None None
Eileen A. Moran 6,250 None None 6,250
Everett L. Morris+ 7,500* None None 107,000
James M. Oates+ 6,750 None None 63,750
Richard A. Pavia 7,000* None None 42,000
Calvin J. Pedersen None None None None
Herbert Roth, Jr.+ 6,750* None None 76,250
Richard E. Segerson 7,000 None None 66,000
Lowell P. Weicker, Jr. 6,250 None None 62,500
</TABLE>

* This compensation (and the earnings thereon) will be deferred pursuant to the
Directors' Deferred Compensation Plan. At December 31, 1997, the total
amount of deferred compensation (including interest and other accumulation
earned on the original amounts deferred) accrued for Messrs. Crawford,
Jeffries, Morris, Pavia and Roth was $5,372, $60,161, $126,891, $5,007 and
$137,672, respectively. At present, by agreement among the Fund, the
Distributor and the electing director, director 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.

+ Messrs. Conway, Dalzell-Payne, McLoughlin, Morris, Oates and Roth are members
of the Executive Committee.

At March 31, 1998, the trustees and officers as a group owned less than 1% of
the then outstanding shares of the Portfolio.

Principal Shareholders

The following table sets forth information as of March 31, 1998 with
respect to such 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 the Portfolio's shares.

City of Erie Aggregate Pension Fund--Police Fund Class X 87,036.348 6.54%
#940-RP
626 State St., Room 302
Erie, PA 16501-1148

City of Erie Aggregate Pension Fund--Officers & Class X 87,036.348 6.54%
Employees
#940-ROE
626 State St., Room 302
Erie, PA 16501-1148

City of Erie Aggregate Pension Fund--Firemens Fund Class X 87,036.348 6.54%
#940-RF
626 State St., Ste. 302
Erie, PA 16501-1148
</TABLE>

19
<PAGE>

<TABLE>
<CAPTION>
Name of Shareholder Class Number of Shares Percent of Class
- ---------------------------------- --------- ------------------ -----------------
<S> <C> <C> <C>
Phoenix Charter Oak Tr. Co. TTEE Class X 537,417.234 40.40%
Phoenix Home Life Empl Pen Plan
One American Row
Hartford, CT 06103-2833

Phoenix Home Life Class X 510,788.929 38.39%
56 Prospect St.
Hartford, CT 06103-2818

Phoenix Home Life Class Y 10,403.778 14.45%
56 Prospect St.
Hartford, CT 06103-2818

KCB Services & Company Class Y 61,570.423 85.53%
FBO St. Joseph Hospital
Employees Pension Plan
c/o Quads Trust Company
P.O. Box 4310
Frederick, MD 21705-4310
</TABLE>

ADDITIONAL INFORMATION

Custodian and Transfer Agent

State Street Bank and Trust Company ("State Street"), serves as custodian
of the Portfolio's assets (the "Custodian") and is located at 1 Heritage Drive,
P2N, North Quincy, MA 02171. Equity Planning acts as Transfer Agent for the
Fund (the "Transfer Agent").

Reports to Shareholders
The fiscal year of the Fund ends on December 31. The Fund will send to its
shareholders, at least semi-annually, reports showing the securities of the
Fund's portfolio and other information.

Financial Statements

The Financial Statements for the period ended December 31, 1997 appearing
in the Portfolio's 1997 Annual Report to Shareholders, are incorporated herein
by reference.

Independent Accountants
Price Waterhouse LLP, 160 Federal Street, Boston Massachusetts 02110, has
been selected as the independent accountants for the Fund. Price Waterhouse LLP
audits the Fund's annual financial statements and expresses an opinion thereon.

20
<PAGE>

PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS

PART C--OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

Included in Part A of the Registration Statement: Financial Highlights

Included in Part B of the Registration Statement: Financial Statements,
Notes thereto and the Reports of Independent Accountants included in the
Annual Reports to Shareholders dated December 31, 1997, incorporated by
reference.

(b) Exhibits:

<TABLE>
<S> <C>
(1)(a) Declaration of Trust of the Registrant, filed via Edgar with Pre-Effective Amendment No. 1 on February 2,
1996 and incorporated herein by reference.
(b) Amendment to Declaration of Trust changing names of Portfolios, filed via Edgar with Pre-Effective
Amendment No. 2 on February 28, 1996 and incorporated herein by reference.
(c) Amendment to Declaration of Trust adding Real Estate Equity Securities Portfolio filed via Edgar with
Post-Effective Amendment No. 4 on February 11, 1997.
(d) Amendment to Declaration of Trust adding Core Equity Portfolio filed via Edgar herewith.
(2) None
(3) None
(4) Reference is made to Article III, Section 3.4 of Registrant's Declaration of Trust
(5)(a) Investment Advisory Agreement between Registrant and Duff & Phelps Investment Management Co.
("DPIM") adding Enhanced Reserves Portfolio, filed via Edgar with Pre-Effective Amendment No. 1 on
February 2, 1996 and incorporated herein by reference.
(b) Investment Advisory Agreement between Registrant and Phoenix Investment Counsel, Inc. ("PIC"), filed
via Edgar with Pre-Effective Amendment No. 1 on February 2, 1996 and incorporated herein by
reference.
(c) Investment Advisory Agreement between Registrant and Phoenix Realty Securities, Inc. ("PRS"),
assigned to Duff & Phelps Investment Management Co. on March 2, 1998, filed via Edgar with Post-
Effective Amendment No. 9 on April 28, 1998.
(d) Amendment to the Investment Advisory Agreement between Registrant and Duff & Phelps Investment
Management Co. relating to the Core Equity Portfolio filed via Edgar with Post-Effective Amendment
No. 7 on January 14, 1998 and incorporated herein by reference.
(6)(a) Underwriting Agreement between Registrant and Phoenix Equity Planning Corporation, filed via Edgar
with Post-Effective Amendment No. 9 on April 28, 1998.
(b) Form of Sales Agreement between Phoenix Equity Planning Corporation and dealers, filed via Edgar
with Post-Effective Amendment No. 1 on March 1, 1996 and incorporated herein by reference.
(7) None
(8)(a) Custodian Agreement between Registrant and State Street Bank and Trust Company, filed via Edgar
with Post-Effective Amendment No. 6 on September 30, 1997 and incorporated herein by reference.
(b) Custodian Agreement between Registrant and The Chase Manhattan Bank, N.A., filed via Edgar with
Pre-Effective Amendment No. 2 on February 28, 1996 and incorporated herein by reference.
(9)(a) Financial Agent Agreement between Registrant and Phoenix Equity Planning Corporation dated
December 11, 1996, filed via Edgar with Post-Effective Amendment No. 5 on April 28, 1997 and
incorporated herein by reference.
(b) Transfer Agent Agreement between Registrant and Phoenix Equity Planning Corporation, filed via Edgar
with Pre-Effective Amendment No. 2 on February 28, 1996 and incorporated herein by reference.
(c) Form of Administration Agreement between Registrant (on behalf of Real Estate Equity Securities
Portfolio) and Phoenix Duff & Phelps Corporation, filed via Edgar with Post-Effective Amendment No. 4
on February 11, 1997 and incorporated herein by reference.
(d) First Amendment to Financial Agent Agreement between Registrant and Phoenix Equity Planning
Corporation effective February 27, 1998, filed via Edgar herewith.
(10)(a) Opinion of Counsel, filed via Edgar with Pre-Effective Amendment No. 2 on February 28, 1996 and
incorporated herein by reference.
</TABLE>

C-1
<PAGE>

<TABLE>
<S> <C>
(b) Opinion of Counsel (as to the Real Estate Equity Securities Portfolio) filed via Edgar with Post-Effective
Amendment No. 5 on April 28, 1997 and incorporated herein by reference.
(c) Opinion of Counsel (covering the Core Equity Portfolio) filed via Edgar with Post-Effective Amendment
No. 8 on March 30, 1998 and incorporated herein by reference.
(11) Consent of Independent Accountants filed herewith.
(12) None
(13) Initial Capitalization Agreement, filed via Edgar with Pre-Effective Amendment No. 1 on February 2,
1996 and incorporated herein by reference.
(14) None
(15) Amended and Restated Rule 12b-1 Distribution Plan for Class Y Shares, filed via Edgar with Post-
Effective Amendment No. 6 on September 30, 1997 and incorporated herein by reference.
(16) Schedule for Computation of Performance Quotations, filed via Edgar with Pre-Effective Amendment No.
2 on February 28, 1996 and incorporated herein by reference.
(17) Financial Data Schedules as reflected on Edgar as Exhibit 27 filed herewith.
(18) Amended and Restated Rule 18f-3 Dual Distribution Plan filed via Edgar with Post-Effective
Amendment No. 5 on April 28, 1997 and incorporated herein by reference.
(19)(a) Powers of Attorney, filed via Edgar with Pre-Effective Amendment No. 2 on February 28, 1996 and
incorporated herein by reference.
(b) Power of Attorney for Ms. Moran, filed via Edgar with Post-Effective Amendment No. 4 on February 11,
1997 and incorporated herein by reference.
</TABLE>

Item 25. Persons Controlled by or Under Common Control with Registrant.
As of the date hereof, to the best knowledge of the Registrant, no person
is directly or indirectly controlled by or under common control with the
Registrant.

Item 26. Number of Holders of Securities.

As of February 27, 1998:

<TABLE>
<CAPTION>
Class X Shares Class Y Shares
Number of Number of
Record Holders Record Holders
---------------- ---------------
<S> <C> <C>
Balanced Portfolio .................. 50 29
Managed Bond Portfolio .............. 77 21
Enhanced Reserves Portfolio ......... 19 4
Growth Portfolio .................... 53 35
Money Market Portfolio .............. 35 21
U.S. Gov't Sec. Portfolio ........... 19 13
Real Estate Portfolio ............... 9 5
Core Equity Portfolio ............... 0 0
</TABLE>

Item 27. Indemnification.

Please see Article V of the Registrant's Declaration of Trust
(incorporated herein by reference). Registrant's trustees and officers are
covered by an Errors and Omissions Policy. Paragraph 10 of the Investment
Advisory Agreements between the Registrant and its Advisers provide in relevant
part that, in the absence of willful malfeasance, bad faith, gross negligence
or reckless disregard of the obligations or duties under the Investment
Advisory Agreements on the part of each the Adviser, the Advisers shall not be
liable to the Registrant or to any shareholder for any act or omission in the
course of or connected in any way with rendering services or for any losses
that may be sustained in the purchase, holding or sale of any security.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, directors, officers and controlling
persons of the Registrant and the investment advisers and distributor pursuant
to the foregoing provisions or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a trustee, director, officer, or controlling person of the Registrant
and the principal underwriter in connection with the successful defense or any
action, suit or proceeding) is asserted against the Registrant by such trustee,
director, officer or controlling person or the Distributor in connection with
the shares being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

C-2
<PAGE>

Item 28. Business and Other Connections of Investment Adviser.

See "Management of the Trust" in the Prospectus and "Trustees and
Officers" and "Services of the Adviser" in the Statement of Additional
Information for information regarding the business of the Advisers. For
information as to the business, profession, vocation or employment of a
substantial nature of directors and officers of the Advisers, reference is made
to the Advisers' current Form ADV (SEC File Nos. 801-5995 (PIC), 801-48190
(PRS) and 14813 (DPIM)) filed under the Investment Advisers Act of 1940,
incorporated herein by reference.

Item 29. Principal Underwriter.

(a) Equity Planning also serves as the principal underwriter for the following
other registrants:

Phoenix Series Fund, Phoenix Strategic Allocation Fund, Inc., Phoenix
Multi-Sector Fixed Income Fund, Inc., Phoenix Multi-Sector Short Term Bond
Fund, Phoenix Multi-Portfolio Fund, Phoenix California Tax Exempt Bonds,
Inc., Phoenix Income and Growth Fund, Phoenix Worldwide Opportunities
Fund, Phoenix Strategic Equity Series Fund, Phoenix Equity Series Fund,
Phoenix-Aberdeen Series Fund, Phoenix-Engemann Funds, Phoenix Investment
Trust 97, Phoenix Home Life Variable Universal Life Account, Phoenix Home
Life Variable Accumulation Account, PHL Variable Accumulation Account,
Phoenix Life and Annuity Variable Universal Life Account and PHL Variable
Separate Account MVAI.

(b) The directors and executive officers of Phoenix Equity Planning
Corporation, the distributor for Registrant, are as follows:

<TABLE>
<CAPTION>
Name and Principal Position and Offices Position and Offices
Business Address with Distributor with Registrant
- -------------------------- ------------------------------ -------------------------
<S> <C> <C>
Michael E. Haylon Director Executive Vice President
56 Prospect Street
P.O. Box 150480
Hartford, CT 06115-0480

Philip R. McLoughlin Director and President Trustee and President
56 Prospect Street
P.O. Box 150480
Hartford, CT 06115-0480

William R. Moyer Director, Senior Vice Vice President
100 Bright Meadow Blvd. President, Chief Financial
P.O. Box 2200 Officer and Treasurer
Enfield, CT 06083-2200

John F. Sharry Executive Vice President, None
56 Prospect Street Retail Distribution
P.O. Box 150480
Hartford, CT 06115-0480

Paul Atkins Senior Vice President and None
56 Prospect Street Sales Manager
P.O. Box 150480
Hartford, CT 06115-0480

Leonard J. Saltiel Managing Director, Vice President
56 Prospect Street Operations and Service
P.O. Box 150480
Hartford, CT 06115-0480

G. Jeffrey Bohne Vice President, Mutual Fund Secretary
101 Munson Street Customer Service
P.O. Box 810
Greenfield, MA 01302-0810

Eugene A. Charon Vice President and Corporate None
100 Bright Meadow Blvd. Controller
P.O. Box 2200
Enfield, CT 06083-2200
</TABLE>

C-3
<PAGE>

<TABLE>
<CAPTION>
Name and Principal Position and Offices Position and Offices
Business Address with Distributor with Registrant
- ------------------------ ------------------------------- ----------------------
<S> <C> <C>
Nancy G. Curtiss Vice President and Treasurer, Treasurer
56 Prospect Street Fund Accounting
P.O. Box 150480
Hartford, CT 06115-0480

Thomas N. Steenburg Vice President, Counsel Assistant Secretary
56 Prospect Street and Secretary
P.O. Box 150480
Hartford, CT 06115
</TABLE>

(c) To the best of the Registrant's knowledge, no commissions or other
compensation were received by any principal underwriter who is not an
affiliated person of the Registrant or an affiliated person of such
affiliated person, directly or indirectly, from the Registrant during the
Registrant's last fiscal year.

Item 30. Location of Accounts and Records.

All accounts, books and other documents required to be maintained by the
Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules
thereunder will be maintained at the offices of the Registrant located at 101
Munson Street, P.O. Box 810, Greenfield, MA 01302-0810, or its investment
advisers, Duff & Phelps Investment Management Co., 55 East Monroe Street, Suite
3600, Chicago, Illinois 60610, Phoenix Investment Counsel, Inc., 56 Prospect
Street, Hartford, CT 06115, or the custodians, State Street Bank and Trust
Company, 1 Heritage Drive, P2N, North Quincy, MA 02171 or The Chase Manhattan
Bank, N.A., 1 Chase Manhattan Plaza, Floor 3B, New York, NY 10081. All such
accounts, books and other documents required to be maintained by the principal
underwriter will be maintained at Phoenix Equity Planning Corporation, 100
Bright Meadow Boulevard, Enfield, Connecticut 06083.

Item 31. Management Services.
None.

Item 32. Undertakings.
(a) Not applicable.

(b) Registrant hereby undertakes to file a post-effective amendment using
financial statements for Core Equity Portfolio, which need not be
certified, within four to six months after the effective date of this
post-effective amendment to the Registration Statement.

(c) Registrant undertakes to furnish to each person to whom a prospectus is
delivered a copy of the Registrant's latest annual report to shareholders
upon request and without charge if the information called for by Item 5A
of Form N-1A is contained in such annual report.

(d) Registrant undertakes to provide the information specified pursuant to
Regulation S-K, Item 512 (Reg.S.S. 229.512), as applicable, the terms of
which are incorporated herein by reference.

(e) Registrant undertakes to call a special meeting of shareholders for the
purpose of voting upon the question of removal of a trustee or trustees
and to assist in communications with other shareholders, as required by
Section 16(c) of the 1940 Act, if requested to do so by holders of at
least 10% of a Portfolio's outstanding shares.

(f) Registrant undertakes to file a post-effective amendment to the
Registration Statement in response to any rulings by the Commission or
interpretive changes by the staff regarding the inclusion of prior
investment performance of an adviser or portfolio manager in the
Registration Statement of an open-end management investment company.

C-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Hartford, and State
of Connecticut on the 28th day of April, 1998.

PHOENIX DUFF & PHELPS
INSTITUTIONAL MUTUAL FUNDS

ATTEST: /s/ Thomas N. Steenburg By: /s/ Philip R. McLoughlin
----------------------- ------------------------
Thomas N. Steenburg Philip R. McLoughlin
Assistant Secretary President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities indicated, on this 28th day of April, 1998.

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
Trustee
- ----------------------------
Robert Chesek*

Trustee
- ----------------------------
E. Virgil Conway*

Trustee
- ----------------------------
William W. Crawford*

Treasurer (principal financial
- ---------------------------- and accounting officer)
Nancy G. Curtiss*

Trustee
- ----------------------------
Harry Dalzell-Payne*

Trustee
- ----------------------------
William N. Georgeson*

Trustee
- ----------------------------
Francis E. Jeffries*

Trustee
- ----------------------------
Leroy Keith, Jr.*

/s/ Philip R. McLoughlin Trustee and President
- ----------------------------
Philip R. McLoughlin

Trustee
- ----------------------------
Eileen A. Moran**

Trustee
- ----------------------------
Everett L. Morris*

Trustee
- ----------------------------
James M. Oates*

Trustee
- ----------------------------
Richard A. Pavia*
</TABLE>

S-1(c)
<PAGE>

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
Trustee
- ----------------------------
Calvin J. Pedersen*

Trustee
- ----------------------------
Herbert Roth, Jr.*

Trustee
- ----------------------------
Richard E. Segerson*

Trustee
- ----------------------------
Lowell P. Weicker, Jr.*
</TABLE>

*By: /s/ Philip R. McLoughlin
-------------------------
* Philip R. McLoughlin pursuant to powers of attorney filed with Pre-Effective
Amendment No. 2 on February 28, 1996 and incorporated herein by reference.

** Philip R. McLoughlin pursuant to powers of attorney filed with
Post-Effective Amendment No. 4 on February 11, 1997 and incorporated herein
by reference.

S-2(c)

PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS

Third Amendment to Declaration of Trust

The undersigned, individually as Trustee of Phoenix Duff & Phelps
Institutional Mutual Funds, a Massachusetts business trust organized under a
Declaration of Trust dated December 4, 1995, as amended February 26, 1996 and
February 18, 1997, (the "Trust"), and as attorney-in-fact for each of the other
Trustees of the Trust pursuant to a certain Delegation and Power of Attorney
dated August 27, 1997, executed by each of such Trustees, a copy of which is
attached hereto, do hereby certify that at a duly held meeting of the Board of
Trustees, acting pursuant to ARTICLE VI Section 3 of said Declaration of Trust
for the purpose of establishing and designating a new Series of Shares
denominated the "Phoenix Core Equity Portfolio," unanimously voted to amend said
Trust, effective February 27, 1998, by deleting the first paragraph of Section 3
of ARTICLE III thereof and by inserting in lieu of such paragraph the following
paragraph:

"Without limiting the authority of the Trustees set forth in Section
3.1 to establish and designate any further Series, the following eight
Series are hereby established and designated: "Phoenix Duff & Phelps
Institutional Balanced Portfolio", "Phoenix Core Equity Portfolio",
"Phoenix Duff & Phelps Institutional Enhanced Reserves Portfolio",
"Phoenix Duff & Phelps Institutional Growth Stock Portfolio", "Phoenix
Duff & Phelps Institutional Managed Bond Portfolio", "Phoenix Duff &
Phelps Institutional Money Market Portfolio", "Phoenix Real Estate
Equity Securities Portfolio" and "Phoenix Duff & Phelps Institutional
U.S. Government Securities Portfolio".

IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of February, 1998.

/s/ Philip R. McLoughlin
---------------------------------
Philip R. McLoughlin, individually and as
attorney-in-fact for, Robert Chesek, E. Virgil
Conway, William W. Crawford, Harry Dalzell-Payne,
William N. Georgeson, Francis E. Jeffries, Leroy
Keith, Jr., Eileen A. Moran, Everett L. Morris,
James M. Oates, Richard A. Pavia, Calvin J.
Pedersen, Herbert Roth, Jr., Richard E. Segerson,
and Lowell P. Weicker, Jr.

<PAGE>

DELEGATION AND POWER OF ATTORNEY

PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS

The undersigned, being all of the Trustees of Phoenix Duff & Phelps
Institutional Mutual Funds, (the "Funds"), other than Philip R. McLoughlin, do
hereby declare, delegate and certify as follows:

1. Pursuant to Section 2.2 of that certain Agreement and Declaration of
Trust dated December 4, 1995, as amended, establishing the Phoenix Duff
& Phelps Institutional Mutual Funds, the undersigned, and each of them,
hereby appoints PHILIP R. MCLOUGHLIN, his or her agent and attorney-in-
fact for a period of one (1) year from the date hereof, to execute any
and all instruments, including specifically but without limitation
amendments of either of said trust instrument and appointments of
trustee(s), provided that such action as evidenced by such instrument
shall have been adopted by requisite vote of the Trustees and, where
necessary, the Shareholders of such funds, such vote or votes to be
conclusively presumed by the execution of such instrument by such
attorney-in-fact.

2. The undersigned Trustees, and each of them, hereby further declare that
a photostatic, xerographic or other similar copy of this original
instrument shall be as effective as the original, and that, as to any
such amendment of any of the aforementioned trust agreements or
declarations, such copy shall be filed with such instrument of
amendment in the records the Office of the Secretary of the Commonwealth
of Massachusetts.

IN WITNESS WHEREOF, we have hereunto subscribed this Delegation and Power of
Attorney this 27th day of August, 1997.

/s/ C. Duane Blinn /s/ Harry Dalzell-Payne
- --------------------------------- ------------------------------------
C. Duane Blinn Harry Dalzell-Payne

/s/ Robert Chesek /s/ Willian N. Georgeson
- --------------------------------- ------------------------------------
Robert Chesek William N. Georgeson

/s/ E. Virgil Conway /s/ Francis E. Jeffries
- --------------------------------- ------------------------------------
E. Virgil Conway Francis E. Jeffries

/s/ William W. Crawford /s/ Leroy Keith Jr.
- --------------------------------- ------------------------------------
William W. Crawford Leroy Keith, Jr.

<PAGE>

DELEGATION AND POWER OF ATTORNEY
AUGUST 27, 1997

/s/ Eileen A. Moran /s/ Philip R. Reynolds
- --------------------------------- ------------------------------------
Eileen A. Moran Philip R. Reynolds

/s/ Everett L. Morris /s/ Herbert Roth, Jr.
- --------------------------------- ------------------------------------
Everett L. Morris Herbert Roth, Jr.

/s/ James M. Oates /s/ Richard E. Segerson
- --------------------------------- ------------------------------------
James M. Oates Richard E. Segerson

/s/ Richard A. Pavia /s/ Lowell P. Weicker, Jr.
- --------------------------------- ------------------------------------
Richard A. Pavia Lowell P. Weicker, Jr.

/s/ Calvin J. Pedersen
- ---------------------------------
Calvin J. Pedersen

INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT made effective as of the 1st day of May, 1997 (the
"Contract Date") by and between Phoenix Duff & Phelps Institutional Mutual Funds
(the "Trust"), a Massachusetts business trust authorized to issue shares of
beneficial interest in separate series, and Phoenix Realty Securities, Inc. (the
"Adviser"), a Connecticut corporation.

WITNESSETH THAT:

1. The Trust hereby appoints the Adviser to act as investment adviser to
the Trust on behalf of the Phoenix Real Estate Equity Securities Portfolio (the
"Portfolio" or "Series"), for the period and on the terms set forth herein. The
Adviser accepts such appointment and agrees to render the services described in
this Agreement for the compensation herein provided.

2. In the event that the Trustees desire to retain the Adviser to render
investment advisory services hereunder with respect to one or more additional
series ("Additional Portfolio"), the Trust shall notify the Adviser in writing.
If the Adviser is willing to render such services, it shall notify the Trust in
writing, whereupon such Additional Portfolio shall become subject to the terms
and conditions of this Agreement.

3. The Adviser shall furnish continuously an investment program for the
Portfolio and any Additional Portfolio which may become subject to the terms and
conditions set forth herein (which, together with the Portfolio is sometimes
collectively referred to as the "Portfolio") and shall manage the investment and
reinvestment of the assets of each Portfolio, subject at all times to the
supervision of the Trustees.

4. With respect to managing the investment and reinvestment of the
Portfolio' assets, the Adviser shall provide, at its own expense:

(a) Investment research, advice and supervision;

(b) An investment program for each Portfolio consistent with its
investment objectives;

(d) Regular reports to the Trustees on the implementation of each
Portfolio' investment program; and

(e) Continuous monitoring and evaluation of the performance and
investment style of any subadviser recommended by Adviser and
appointed to act on behalf of the Trust.

<PAGE>

5. The Adviser shall, for all purposes herein, be deemed to be an
independent contractor.

6. The Adviser shall furnish at its own expense, or pay the expenses of
the Trust, for the following:

(a) Personnel necessary to perform the functions required to manage the
investment and reinvestment of each Portfolios' assets (including
those required for research, statistical and investment work);

(b) Personnel to serve without salaries from the Trust as officers or
agents of the Trust. The Adviser need not provide personnel to
perform, or pay the expenses of the Trust for, services customarily
performed for an open-end management investment company by its
national distributor, custodian, financial agent, transfer agent,
auditors and legal counsel;

(d) Any subadviser recommended by Adviser and appointed to act on behalf
of the Trust.

7. As between the Trust and the Adviser, all costs and expenses not
specifically enumerated herein as payable by the Adviser shall be paid by the
Trust. Such expenses shall include, but shall not be limited to, all expenses
(other than those specifically referred to as being borne by the Adviser)
incurred in the operation of the Trust and any public offering of its shares,
including, among others, interest, taxes, brokerage fees and commissions, fees
of Trustees who are not full-time employees of the Adviser or any of its
affiliates, expenses of Trustees' and shareholders' meetings including the cost
of printing and mailing proxies, certain expenses of insurance premiums for
fidelity and other coverage, expenses of repurchase and redemption of shares,
expenses of issue and sale of shares (to the extent not borne by its national
distributor under its agreement with the Trust), expenses of printing and
mailing stock certificates representing shares of the Trust, association
membership dues, charges of custodians, transfer agents, dividend disbursing
agents and financial agents, bookkeeping, auditing and legal expenses. The Trust
will also pay the fees and bear the expense of registering and maintaining the
registration of the Trust and its shares with the Securities and Exchange
Commission and registering or qualifying its shares under state or other
securities laws and the expense of preparing and mailing prospectuses and
reports to shareholders. Additionally, if authorized by the Trustees, the Trust
shall pay for extraordinary expenses and expenses of a non-recurring nature
which may include, but not be limited to the reasonable and proportionate cost
of any reorganization or acquisition of assets and the cost of legal proceedings
to which the Trust is a party.

8. Adviser hereby undertakes to abide by policies and procedures adopted
by the Trust.

<PAGE>

9. For providing the services and assuming the expenses outlined herein,
the Trust agrees that the Adviser shall be compensated as follows:

(a) Within eight days after the end of each month, the Trust shall pay
the Adviser a base fee based on the annual rate of .50% of the
average aggregate daily net asset values of the Portfolio (the "Base
Rate"). The amounts payable to the Adviser with respect to the
Portfolio shall be based upon the average of the values of the net
assets of such Portfolio as of the close of business each day,
computed in accordance with the then effective registration
statement for the Portfolio.

(b) Beginning on July 1, 1998, and for each whole or partial month
thereafter during the term hereof, the Base Rate shall be increased
or decreased by a Performance Adjustment, effective as of the first
day of the calendar month following each such adjustment, based on
the Performance Spread as more particularly described in the
following table:

<TABLE>
<CAPTION>
Performance Performance Performance Performance
Spread Adjustment Spread Adjustment
--------- ---------- --------- ----------
<S> <C> <C> <C>
.50% - .59% .005% (.50%) - (.59%) (.005%)
.60% - .69% .010% (.60%) - (.69%) (.010%)
.70% - .79% .015% (.70%) - (.79%) (.015%)
.80% - .89% .020% (.80%) - (.89%) (.020%)
.90% - .99% .025% (.90%) - (.99%) (.025%)
1.00% - 1.09% .030% (1.00%) - (1.09%) (.030%)
1.10% - 1.19% .035% (1.10%) - (1.19%) (.035%)
1.20% - 1.29% .040% (1.20%) - (1.29%) (.040%)
1.30% - 1.39% .045% (1.30%) - (1.39%) (.045%)
1.40% - 1.49% .050% (1.40%) - (1.49%) (.050%)
1.50% - 1.59% .055% (1.50%) - (1.59%) (.055%)
1.60% - 1.69% .060% (1.60%) - (1.69%) (.060%)
1.70% - 1.79% .065% (1.70%) - (1.79%) (.065%)
1.80% - 1.89% .070% (1.80%) - (1.89%) (.070%)
1.90% - 1.99% .075% (1.90%) - (1.99%) (.075%)
2.00% - 2.09% .080% (2.00%) - (2.09%) (.080%)
2.10% - 2.19% .085% (2.10%) - (2.19%) (.085%)
2.20% - 2.29% .090% (2.20%) - (2.29%) (.090%)
2.30% - 2.39% .095% (2.30%) - (2.39%) (.095%)
2.40%+ .100% [less than](2.40%) (.100%)
</TABLE>

For the purposes hereof, "Performance Spread" shall be equivalent to
Performance minus the Benchmark for each Reference Period.
"Performance" shall refer to the highest total return of the
Portfolio calculated in accordance with the then effective
registration statement for the Portfolio. "Reference Period" shall
refer to a rolling twelve month period ending on the last day of
each calendar month during the term hereof. "Benchmark" shall mean
the NAREIT Equity Total Return Index, or such other mutually agreed
upon index as the parties may from time to time specify, for the
comparable Reference Period. The Performance

<PAGE>

Adjustment shall be based on the average aggregate daily net asset
value of the Portfolio for the relevant period.

(d) If there is termination of this Agreement during a month, each
Portfolio fee for that month shall be proportionately computed upon
the average of the aggregate daily net asset values of such
Portfolio for such partial period in such month.

(e) The Adviser agrees to reimburse the Trust for the amount, if any, by
which the total operating and management expenses for any Portfolio
(including the Adviser's compensation, pursuant to this paragraph,
but excluding taxes, interest, costs of portfolio acquisitions and
dispositions and extraordinary expenses), for any "fiscal year"
exceed the level of expenses which such Portfolio is permitted to
bear under the most restrictive expense limitation (which is not
waived by a State) imposed on open-end investment companies by any
state in which shares of such Portfolio are then qualified. Such
reimbursement, if any, will be made by the Adviser to the Trust
within eight days after the end of each month. For the purpose of
this subparagraph (d), the term "fiscal year" shall include the
portion of the then current fiscal year which shall have elapsed at
the date of termination of this Agreement.

10. The services of the Adviser to the Trust are not to be deemed
exclusive, the Adviser being free to render services to others and to engage in
other activities. Without relieving the Adviser of its duties hereunder and
subject to the prior approval of the Trustees and subject further to compliance
with applicable provisions of the Investment Company Act of 1940, as amended,
the Adviser may appoint one or more agents to perform any of the functions and
services which are to be provided under the terms of this Agreement upon such
terms and conditions as may be mutually agreed upon among the Trust, the Adviser
and any such agent.

11. The Adviser shall not be liable to the Trust or to any shareholder
of the Trust for any error of judgment or mistake of law or for any loss
suffered by the Trust or by any shareholder of the Trust in connection with the
matters to which this Agreement or any Subadvisory Agreement relates, except a
loss resulting from willful misfeasance, bad faith, gross negligence or reckless
disregard on the part of the Adviser in the performance of its duties hereunder.

12. It is understood that:

(a) Trustees, officers, employees, agents and shareholders of the Trust
are or may be "interested persons" of the Adviser or any subadviser
as directors, officers, stockholders or otherwise;

<PAGE>

(b) Directors, officers, employees, agents and stockholders of the
Adviser or any subadviser are or may be "interested persons" of the
Trust as Trustees, officers, shareholders or otherwise; and

13. This Agreement shall become effective with respect to the Portfolio
as of the date stated above (the "Contract Date") and with respect to any
Additional Portfolio, on the date specified in the notice to the Trust from the
Adviser in accordance with paragraph 2 hereof that the Adviser is willing to
serve as Adviser with respect to such Additional Portfolio. Unless terminated as
herein provided, this Agreement shall remain in full force and effect for a
period of one year following the Contract Date, and, with respect to each
Additional Portfolio, until the next anniversary of the Contract Date on which
such Additional Portfolio became subject to the terms and conditions of this
Agreement and shall continue in full force and effect for periods of one year
thereafter with respect to each Portfolio so long as (a) such continuance with
respect to any such Portfolio is approved at least annually by either the
Trustees or by a "vote of the majority of the outstanding voting securities" of
such Portfolio and (b) the terms and any renewal of this Agreement with respect
to any such Portfolio have been approved by a vote of a majority of the Trustees
who are not parties to this Agreement or "interested persons" of any such party
cast in person at a meeting called for the purpose of voting on such approval;
provided, however, that the continuance of this Agreement with respect to each
Additional Portfolio is subject to its approval by a "vote of a majority of the
outstanding voting securities" of any such Additional Portfolio on or before the
next anniversary of the Contract Date following the date on which such
Additional Portfolio became a Portfolio hereunder.

Any approval of this Agreement by a vote of the holders of a "majority
of the outstanding voting securities" of any Portfolio shall be effective to
continue this Agreement with respect to such Portfolio notwithstanding (a) that
this Agreement has not been approved by a "vote of a majority of the outstanding
voting securities" of any other Portfolio of the Trust affected thereby and (b)
that this Agreement has not been approved by the holders of a "vote of a
majority of the outstanding voting securities" of the Trust, unless either such
additional approval shall be required by any other applicable law or otherwise.

14. The Trust may terminate this Agreement with respect to the Trust or
to the Portfolio upon 60 days' written notice to the Adviser at any time,
without the payment of any penalty, by vote of the Trustees or, as to each
Portfolio, by a "vote of the majority of the outstanding voting securities" of
such Portfolio. The Adviser may terminate this Agreement upon 60 days' written
notice to the Trust, without the payment of any penalty. This Agreement shall
immediately terminate in the event of its "assignment".

<PAGE>

15. The terms "majority of the outstanding voting securities",
"interested persons" and "assignment", when used herein, shall have the
respective meanings in the Investment Company Act of 1940, as amended.

16. It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but bind only the trust property of
the Trust, as provided in the Declaration of Trust. The execution and delivery
of this Agreement have been authorized by the Trustees and shareholders of the
Trust and signed by the President of the Trust, acting as such, and neither such
authorization by such Trustees and shareholders nor such execution and delivery
by such officer shall be deemed to have been made by any of them individually or
be binding upon or impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. The Declaration of Trust, as amended, is or shall be on file with the
Secretary of The Commonwealth of Massachusetts.

17. This Agreement shall be construed and the rights and obligations of
the parties hereunder enforced in accordance with the laws of The Commonwealth
of Massachusetts.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first written
above.

PHOENIX DUFF & PHELPS
INSTITUTIONAL MUTUAL FUNDS

By: /s/ Philip R. McLoughlin
------------------------------------
Philip R. McLoughlin, President

PHOENIX REALTY SECURITIES, INC.

By: /s/ Barbara Rubin
------------------------------------
Barbara Rubin, President

UNDERWRITING AGREEMENT

THIS AGREEMENT made as of this 19th day of November, 1997, by and
between Phoenix Duff & Phelps Institutional Mutual Funds, a Massachusetts
business trust having a place of business located at 101 Munson Street,
Greenfield, Massachusetts (the "Fund") and Phoenix Equity Planning Corporation,
a Connecticut corporation having a place of business located at 100 Bright
Meadow Boulevard, Enfield, Connecticut (the "Underwriter").

WITNESSETH THAT:

1. The Fund hereby grants to the Underwriter the right to purchase shares of
beneficial interest of each class of each series of the Fund established and
designated as of the date hereof and of any additional series and classes
thereof which the Board of Directors or Board of Trustees, as applicable
("Trustees") may establish and designate during the term of this Agreement
(called the "Series" and "Classes", respectively) and to resell shares of
various Classes, as applicable, of each Series (collectively called the
"Shares") as principal and not as agent. The Underwriter accepts such
appointment and agrees to render the services described in this Agreement for
the compensation herein provided.

2. The Underwriter's right to purchase Shares shall be exclusive except that the
terms of this Agreement shall not apply to Shares issued or transferred:

a) pursuant to an offer of exchange exempted under Section 22(d) of the
Investment Company Act of 1940, as amended (the "Act") by reason of
the fact that said offer is permitted by Section 11 of the Act,
including any offer made pursuant to clause (1) or (2) of Section
11(b);

b) upon the sale to a registered unit investment trust which is the
issuer of periodic payment plan certificates the net proceeds of
which are invested in redeemable securities;

c) pursuant to an offer made solely to all registered holders of
Shares, or all registered holders of Shares of any Series,
proportionate to their holdings or proportionate to any cash
distribution made to them by the Fund (subject to appropriate
qualifications designed solely to avoid issuance of fractional
securities);

d) in connection with any merger or consolidation of the Fund or of any
Series with any other investment company or the acquisition by the
Fund, by purchase or otherwise, of any other investment company;

<PAGE>

e) pursuant to sales exempted from Section 22(d) of the Act, by rule or
regulation or order of the Securities and Exchange Commission as
provided in the then current registration statement of the Fund; or

f) in connection with the reinvestment by Fund shareholders of dividend
and capital gains distributions.

3. The "Net Asset Value" and the "Public Offering Price" of the Shares as
referred to in this Agreement shall be computed in accordance with the
provisions of the then current registration statement of the Fund. The
Underwriter shall be notified promptly by the Fund of such computations.

4. The Underwriter has and shall enter into written sales agreements with
broker/dealers ("dealers") and with banks as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934, as amended, (Exchange Act) that are not
required to register as a broker/dealer under the Exchange Act or the
regulations thereunder ("Banks"). Such sales agreements shall provide that
dealers or Banks shall use their best efforts to promote the sale of Shares.
Such sales agreements shall include such terms and conditions as Underwriter may
determine not inconsistent with this Agreement; provided, however, that such
sales agreements shall specify a) that the dealer is registered as a
broker/dealer under the Exchange Act and a member of the National Association of
Securities Dealers, Inc. or, in the alternative, that the Bank is exempt from
broker/dealer registration under the Exchange Act; and b) that such dealers and
Banks agree that they will comply with all applicable state, and federal laws
and the rules and regulations of applicable regulatory agencies.

5. Each day the Underwriter shall have the right to purchase from the Fund, as
principal, the amount of Shares needed to fill unconditional orders for such
Shares received by the Underwriter from dealers, Banks, or investors, but no
more than the Shares needed, at a price equal to the Net Asset Value of the
Shares. Any purchase of Shares by the Underwriter under this Agreement shall be
subject to reasonable adjustment for clerical errors, delays and errors of
transmission and cancellation of orders.

6. With respect to transactions other than with dealers or Banks, the
Underwriter will sell Shares only at the Public Offering Price then in effect,
except to the extent that sales at less than the Public Offering Price may be
allowed by the Act, any rule or regulation promulgated thereunder or by order of
the Securities and Exchange Commission, provided, however, that any such sales
at less than the Public Offering Price shall be consistent with the terms of the
then current registration statement of the Fund. The Underwriter will sell at
Net Asset Value Shares of any Classes which are offered by the then current
registration statement or prospectus of the Fund for sale at such Net Asset
Value or at Net Asset Value with a contingent deferred sales charge ("CDSC
Shares"). The Underwriter shall receive from the Fund all contingent deferred
sales charges applied on redemptions of CDSC Shares.

<PAGE>

7. Sales at a discount from the Public Offering Price shall be made in
accordance with the terms and conditions of the terms of the current
registration statement of the Fund allowing such discounts. Such discounts shall
not exceed the difference between the Net Asset Value and the Public Offering
Price; however, the Underwriter may offer compensation in excess of the
difference between the Net Asset Value and the Public Offering Price, at its
discretion and from its own profits and resources, and only as described in the
current registration statement of the Fund. With respect to sales of CDSC
Shares, the Underwriter, in accordance with the terms of the current
registration statement of the Fund, shall pay dealers a commission on such sales
from its own profits and resources.

8. As reimbursement for expenditures made in connection with providing certain
distribution-related services, the Underwriter may receive from the Fund a
distribution service fee under the terms and conditions set forth in the Fund's
distribution plan adopted under Rule 12b-1 under the Investment Company Act of
1940, as amended, as the plan may be amended from time to time and subject to
any further limitations on such fees as the Trustees may impose. The Underwriter
may receive from the Fund a service fee to be retained by the Underwriter as
compensation for providing services to shareholders of the Fund or to be paid to
dealers and Banks for providing services to their clients who are also
shareholders of the Fund.

9. The Fund shall furnish the Underwriter with copies of its organizational
documents, as amended from time to time. The Fund shall also furnish the
Underwriter with any other documents of the Fund which will assist the
Underwriter in the performance of its duties hereunder.

10. The Underwriter agrees to use its best efforts (in states where it may
lawfully do so) to obtain from investors unconditional orders for Shares
authorized for issue by the Fund and registered under applicable Federal
securities laws, and, so long as it does so, nothing herein contained shall
prevent the Underwriter from entering into similar arrangements with other
registered investment companies. The Underwriter may, in the exercise of its
discretion, refuse to accept orders for Shares from any person.

11. Upon receipt by the Fund of a purchase order from the Underwriter,
accompanied by proper delivery instructions, the Fund shall, as promptly as
practicable thereafter, cause evidence of ownership of Shares to be delivered as
indicated in such purchase order. Payment for such Shares shall be made by the
Underwriter to the Fund in a manner acceptable to the Fund, provided that the
Underwriter shall pay for such Shares no later than the third business day after
the Underwriter shall have contracted to purchase such shares.

12. In connection with offering for sale and selling Shares, the Fund authorizes
the Underwriter to give only such information and to make only such statements
or representations as are contained in the then current registration statement
of the Fund. The Underwriter shall be responsible for the approval and filing of
sales material as required under SEC and NASD regulations.

<PAGE>

13. The Fund agrees to pay the following expenses:

a) the cost of mailing stock certificates representing Shares;

b) fees and expenses (including legal expenses) of registering and
maintaining registrations of the Fund and of each Series and Class
with the Securities and Exchange Commission including the
preparation and printing of registration statements and prospectuses
for filing with said Commission;

c) fees and expenses (including legal expenses) incurred in registering
and qualifying Shares for sale with any state regulatory agency and
fees and expenses of maintaining, renewing, increasing or amending
such registrations and qualifications;

d) the expense of any issue or transfer taxes upon the sale of Shares
to the Underwriter by the Fund;

e) the cost of preparing and distributing reports and notices to
shareholders; and

f) fees and expenses of the transfer agent, including the cost of
preparing and mailing notices to shareholders pertaining to
transactions with respect to such shareholders accounts.

14. The Underwriter agrees to pay the following expenses:

a) all expenses of printing prospectuses and statements of additional
information used in connection with the sale of Shares and printing
and preparing all other sales literature;

b) all fees and expenses in connection with the qualification of the
Underwriter as a dealer in the various states and countries;

c) the expense of any stock transfer tax required in connection with
the sale of Shares by the Underwriter as principal to dealers or to
investors; and

d) all other expenses in connection with offering for sale and the sale
of Shares which have not been herein specifically allocated to the
Fund.

15. The Fund hereby appoints the Underwriter its agent to receive requests to
accept the Fund's offer to repurchase Shares upon such terms and conditions as
may be described in the Fund's then current registration statement. The agency
granted in this paragraph 15 is terminable at the discretion of the Fund. As
compensation for acting as such agent and as part of the

<PAGE>

consideration for acting as underwriter, Underwriter shall receive from the Fund
all contingent deferred sales charges imposed upon the redemption of Shares.
Whether and to what extent a contingent deferred sales charge will be imposed
shall be determined in accordance with, and in the manner set forth in, the
Fund's prospectus.

16. The Fund agrees to indemnify and hold harmless the Underwriter, its officers
and directors and each person, if any, who controls the Underwriter within the
meaning of section 15 of the Securities Act of 1933, as amended, against any
losses, claims, damages, liabilities and expenses (including the cost of any
legal fees incurred in connection therewith) which the Underwriter, its
officers, directors or any such controlling person may incur under said Act,
under any other statute, at common law or otherwise, arising out of or based
upon

a) any untrue statement or alleged untrue statement of a material fact
contained in the Fund's registration statement or prospectus
(including amendments and supplements thereto), or

b) any omission or alleged omission to state a material fact required
to be stated in the Fund's registration statement or prospectus or
necessary to make the statements in either not misleading, provided,
however, that insofar as losses, claims, damages, liabilities or
expenses arise out of or are based upon any such untrue statement or
omission or alleged untrue statement or omission made in reliance
and in conformity with information furnished to the Fund by the
Underwriter for use in the Fund's registration statement or
prospectus, such indemnification is not applicable. In no case shall
the Fund indemnify the Underwriter or its controlling persons as to
any amounts incurred for any liability arising out of or based upon
any action for which the Underwriter, its officers and directors or
any controlling person would otherwise be subject to liability by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of the reckless disregard of
its obligations and duties under this Agreement.

17. The Underwriter agrees to indemnify and hold harmless the Fund, its officers
and trustees and each person, if any, who controls the Fund within the meaning
of Section 15 of the Securities Act of 1933, as amended, against any losses,
claims, damages, liabilities and expenses (including the cost of any legal fees
incurred in connection therewith) which the Fund, its officers, trustees or any
such controlling person may incur under said Act, under any other statute, at
common law or otherwise arising out of the acquisition of any shares by any
person which

a) may be based upon any wrongful act by the Underwriter or any of its
employees or representatives, or

b) may be based upon any untrue statement or alleged untrue statement
of a material fact contained in the Fund's registration statement,
prospectus (including

<PAGE>

amendments and supplements thereto) or sales material, or any
omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading if such statement or omission was made in reliance upon
information furnished or confirmed in writing to the Fund by the
Underwriter.

18. It is understood that:

a) trustees, officers, employees, agents and shareholders of the Fund
are or may be interested persons, as that term is defined in the Act
("Interested Persons"), of the Underwriter as directors, officers,
stockholders or otherwise;

b) directors, officers, employees, agents and stockholders of the
Underwriter are or may be Interested Persons of the Fund as
trustees, officers, shareholders or otherwise;

c) the Underwriter may be an Interested Person of the Fund as
shareholder or otherwise; and

d) the existence of any such dual interest shall not offset the
validity hereof or of any transactions hereunder.

19. The Fund may terminate this Agreement by 60 days written notice to the
Underwriter at any time, without the payment of any penalty, by vote of the
Trustees or by a vote of a majority of the outstanding voting securities, as
that term is defined in the Act, of the Fund. The Underwriter may terminate this
Agreement by 60 days written notice to the Fund, without the payment of any
penalty. This Agreement shall immediately terminate in the event of its
assignment, as that term is defined in the Act.

20. Subject to prior termination as provided in paragraph 19, this Agreement
shall continue in force for one year from the date of execution and from year to
year thereafter so long as the continuance after such one year period shall be
specifically approved at least annually by vote of the Trustees, or by a vote of
a majority of the appropriate class of outstanding voting securities, as that
term is defined in the Act, of the Fund. Additionally, each annual renewal of
this Agreement must be approved by the vote of a majority of the Trustees who
are not parties to the Agreement or Interested Persons of any such party, cast
in person at a meeting of the Trustees called for the purpose of voting on such
approval.

21. It is expressly agreed that the obligations of the Fund hereunder shall not
be binding upon any of the Trustees, shareholders, nominees, officers, agents or
employees of the Fund personally, but bind only the trust property of the Fund,
as provided in the Declaration of Trust. The execution and delivery of this
Agreement by the President of the Fund has been authorized by the Trustees
acting as such, and neither such execution and delivery by such officer nor such

<PAGE>

authorization by such Trustees shall be deemed to have been made by any of them
individually or be binding upon or impose any liability on any of them
personally, but shall bind only the trust property of the Fund as provided in
the Declaration of Trust. The Declaration of Trust is on file with the Secretary
of the Commonwealth of Massachusetts.

22. This Agreement shall become effective upon the date first set forth above.
This Agreement shall be governed by the laws of the State of Connecticut and
shall be binding on the successors and assigns of the parties to the extend
permitted by law.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the day and year first written
above.

PHOENIX DUFF & PHELPS
INSTITUTIONAL MUTUAL FUNDS

By: /s/ Philip R. McLoughlin
----------------------------------
Philip R. McLoughlin
President

PHOENIX EQUITY PLANNING
CORPORATION

By: /s/ Michael E. Haylon
----------------------------------
Michael E. Haylon
Executive Vice President

FIRST AMENDMENT TO FINANCIAL AGENT AGREEMENT

THIS AMENDMENT made effective as of the 27th day of February, 1998 amends that
certain Financial Agent Agreement dated December 11, 1996 by and between Phoenix
Equity Planning Corporation and Phoenix Duff & Phelps Institutional Mutual Funds
(the "Agreement") as hereinbelow provided.

W I T N E S S E T H :

WHEREAS, the parties hereto wish to amend the Agreement to eliminate
the provision that states that Financial Agent is not responsible for the acts
or omissions of any agent appointed by it:

NOW, THEREFORE, in consideration of the foregoing premise, the first
sentence of Paragraph 4 of the Agreement is amended to read as follows:

"Financial Agent shall not be liable for anything done or omitted to be
done by it in the exercise of due care in discharging its duties
specifically described hereunder."

IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized officers on this 23rd day of March, 1998.

PHOENIX DUFF & PHELPS INSTITUTIONAL
MUTUAL FUNDS

By: /s/ Michael E. Haylon
----------------------------------
Michael E. Haylon
Executive Vice President

PHOENIX EQUITY PLANNING CORPORATION

By: /s/ Philip R. McLoughlin
----------------------------------
Philip R. McLoughlin
President

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses and
Statements of Additional Information constituting parts of this Post-Effective
Amendment No. 9 to the registration statement on Form N-1A (the "Registration
Statement") of our reports dated February 19, 1998, relating to the financial
statements and financial highlights appearing in the December 31, 1997 Annual
Report to Shareholders of the Balanced Portfolio, Managed Bond Portfolio,
Growth Stock Portfolio, Money Market Portfolio, U.S. Government Securities
Portfolio and Enhanced Reserves Portfolio (portfolios of the Phoenix Duff &
Phelps Institutional Mutual Funds) and the December 31, 1997 Annual Report to
Shareholders of the Phoenix Duff & Phelps Institutional Real Estate Equity
Securities Portfolio, which are incorporated by reference in the Registration
Statement.

We also consent to the references to us under the headings "Financial
Highlights" in the Prospectuses and under the headings "Additional
Information--Independent Accountants" in the Statements of Additional
Information.

/s/ PRICE WATERHOUSE LLP
Boston, Massachusetts
April 27, 1998

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<NAME> PDP INSTITUTIONAL MANAGED BOND PORTFOLIO CLASS Y
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<NAME> PDP INSTITUTIONAL GROWTH STOCK PORTFOLIO CLASS X
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<NAME> PDP INSTITUTIONAL GROWTH STOCK PORTFOLIO CLASS Y
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<S> <C>
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<ARTICLE> 6
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<NAME> PDP INSTITUTIONAL MONEY MARKET PORTFOLIO CL X
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<S> <C>
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</TABLE>

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<NAME> PDP INSTITUTIONAL MONEY MARKET PORTFOLIO CL Y
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<S> <C>
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</TABLE>

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<NAME> PDP INSTITUTIONAL U.S. GOVERNMENT SECURITIES PORTFOLIO CL X
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</TABLE>

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<NAME> PDP INSTITUTIONAL U.S. GOVERNMENT SECURITIES PORTFOLIO CL Y
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</TABLE>

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<NAME> PDP INSTITUTIONAL ENHANCED RESERVES PORTFOLIO CLASS X
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<S> <C>
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</TABLE>

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<NAME> PDP INSTITUTIONAL ENHANCED RESERVES PORTFOLIO CLASS Y
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<S> <C>
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<ARTICLE> 6
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<NAME> PDP INSTITUTIONAL REAL ESTATE EQUITY SEC. PORTFOLIO CLASS X
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