PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS, 485APOS, 1999-02-26

PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
485APOS, 1999-02-26

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As filed with the Securities and Exchange Commission on February 26, 1999
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. 10
[X]
and/or

REGISTRATION STATEMENT
Under the
INVESTMENT COMPANY ACT OF 1940
[X]
Amendment No. 12
[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)

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

Pamela S. Sinofsky
Compliance Officer
Phoenix Investment Partners, Ltd.

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

PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS

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

PART A

Item Number Form N-1A, Part A Prospectus Caption
- ----------------------------- ------------------
<S> <C> <C>
1. Front and Back Cover Pages .......................... Cover Page, Back Cover Page
2. Risk/Return Summary; Investments, Risks,
Performance ......................................... Investment Risk and Return Summary
3. Risk Return Summary; Fee Table ...................... Fund Expenses
4. Investment Objectives, Principal Investment Investment Risk and Return Summary; Investment
Strategies, and Related Risks ....................... Strategies; Risks Related to Investment Strategies
5. Management's Discussion of Fund Performance ......... Performance Tables
6. Management, Organization, and Capital Structure ..... Management of the Fund
7. Shareholder Information ............................. Pricing of Fund Shares; Purchase Options; Your Account;
How to Buy Shares; How to Sell Shares; Things to Know
When Selling Shares; Account Policies; Tax Status
8. Distribution Arrangements ........................... Purchase Options
9. Financial Highlights Information .................... Financial Highlights
</TABLE>

PART B

<TABLE>
<CAPTION>
Item Number Form N-1A, Part B Statement of Additional Information Caption
- ----------------------------- ---------------------------------------------------
<S> <C> <C>
10. Cover Page and Table of Contents .................... Cover Page, Table of Contents
11. Fund History ........................................ The Fund
12. Description of the Fund and Its Investment Risks .... Investment Objectives and Policies; Investment
Restrictions
13. Management of the Fund .............................. Management of the Fund
14. Control Persons and Principal Holders of Securities . Management of the Fund
15. Investment Advisory and Other Services .............. The Investment Advisers; The Administrator; The
Distributor; Distribution Plans; Other Information
16. Brokerage Allocation and Other Practices ............ Portfolio Transactions and Brokerage
17. Capital Stock and Other Securities .................. Other Information
18. Purchase, Redemption, and Pricing of Shares ......... Net Asset Value; How to Buy Shares; Redemption of
Shares; Tax Sheltered Retirement Plans
19. Taxation of the Fund ................................ Dividends, Distributions and Taxes
20. Underwriters ........................................ The Distributor
21. Calculations of Performance Data .................... Performance Information
22. Financial Statements ................................ Financial Statements
</TABLE>

PART C
Information required to be included in Part C is set forth under the
appropriate Item,
so numbered, in Part C of this Registration Statement.

<PAGE>

Table of Contents
- ----------------------------------------------------

<TABLE>
<S> <C>
Phoenix Duff & Phelps Institutional
Core Equity Portfolio
Investment Risk and Return Summary .............. 1
Fund Expenses ................................... 2
Investment Strategies ........................... 3
Risks Related to Investment Strategies .......... 3
Management of the Fund .......................... 4
Phoenix Duff & Phelps Institutional
Growth Stock Portfolio
Investment Risk and Return Summary .............. 9
Fund Expenses ................................... 11
Investment Strategies ........................... 12
Risks Related to Investment Strategies .......... 14
Management of the Fund .......................... 17
Phoenix Duff & Phelps Institutional
Real Estate Equity Securities Portfolio
Investment Risk and Return Summary .............. 19
Fund Expenses ................................... 21
Investment Strategies ........................... 22
Risks Related to Investment Strategies .......... 24
Management of the Fund .......................... 26
Phoenix Duff & Phelps Institutional
Managed Bond Portfolio
Investment Risk and Return Summary .............. 28
Fund Expenses ................................... 32
Investment Strategies ........................... 33
Risks Related to Investment Strategies .......... 35
Management of the Fund .......................... 38
Phoenix Duff & Phelps Institutional
Enhanced Reserves Portfolio
Investment Risk and Return Summary .............. 40
Fund Expenses ................................... 42
Investment Strategies ........................... 43
Risks Related to Investment Strategies .......... 44
Management of the Fund .......................... 46
Pricing of Fund Shares ........................... 48
Purchase Options ................................. 49
Your Account ..................................... 50
How to Buy Shares ................................ 50
How to Sell Shares ............................... 50
Account Policies ................................. 52
Tax Status of Distributions ...................... 53
Financial Highlights ............................. 54
Additional Information ........................... 62
</TABLE>

[arrow] Phoenix
Duff & Phelps
Institutional
Mutual
Funds

<PAGE>

Phoenix Duff & Phelps Institutional Core Equity Portfolio
Investment Risk and Return Summary
- ------------------------------------------------------------------------

Investment Objective

Phoenix Duff & Phelps Institutional Core Equity Portfolio has an
investment objective of long-term capital appreciation. There is
no guarantee that the fund will achieve its objective.

Principal Investment Strategies

[arrow] Under normal circumstances, at least 65% of fund assets
will be invested in equity securities.

[arrow] The adviser selects securities primarily from the 1,000
largest U.S. companies based on predictability and
consistency of future earnings and dividend growth at a
price that the adviser believes is low relative to the
stock's past valuation and its anticipated future growth.
Securities may be sold when the adviser believes that
they are overvalued or have experienced fundamental
change.

Principal Risks

If you invest in this fund you risk that you may lose your
investment.

The fund will seek to increase the value of your shares by
investing in securities the adviser expects to increase in
value. Most of the fund's investments will be in common stocks.
Conditions affecting the overall economy, specific industries or
companies in which the fund invests can be worse than expected.
As a result, the value of your shares may decrease.

Performance Tables

Performance tables are not included for the Phoenix Duff &
Phelps Institutional Core Equity Portfolio because the fund has
not had annual returns for at least one calendar year.

Phoenix Duff & Phelps Institutional Core Equity Portfolio 1
<PAGE>

Fund Expenses
- ----------------------------

This table illustrates all fees and expenses that you may pay if
you buy and hold shares of the fund.

<TABLE>
<CAPTION>
Class X Class Y
Shares Shares
------ ------
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment)
Maximum Sales Charge (load) Imposed on
Purchases (as a percentage of offering price) None None
Maximum Deferred Sales Charge (load) (as a None None
percentage of the lesser of the value
redeemed or the amount invested)
Maximum Sales Charge (load) Imposed on
Reinvested Dividends None None
Redemption Fee None None
Exchange Fee None None
--------------------------
Class X Class Y
Shares Shares
------ ------
Annual Fund Operating Expenses (expenses
that are deducted from fund assets)
Management Fees 0.50% 0.50%
Distribution and Service (12b-1) Fees(b) None 0.25%
Other Expenses 4.01% 4.01%
---- ----
Total Annual Fund Operating Expenses(a) 4.51% 4.76%
==== ====
</TABLE>

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

(a) The fund's investment adviser has agreed to reimburse or waive through
December 31, 1999, other operating expenses, to the extent that such expenses
exceed 0.15% for each class of shares. Actual Total Annual Operating Expenses
for the fund, after expense reimbursement are 0.65% for Class X Shares and 0.90%
for Class Y Shares.
(b) Distribution and Service Fees represent an asset-based sales charge that,
for a long-term shareholder, may be higher than the maximum front-end sales
charge permitted by the National Association of Securities Dealers, Inc.
("NASD").

Example

This example is intended to help you compare the cost of
investing in the fund with the cost of investing in other mutual
funds.

The example assumes that you invest $10,000 in the fund for the
time periods indicated and then redeem all of your shares at the
end of those periods. The example also assumes that your
investment has a 5% return each year and that the fund's
operating expenses remain the same. Although your actual costs
may be higher or lower, based on these assumptions your costs
would be:

<TABLE>
<CAPTION>
- --------------------------------------------------
Class 1 year 3 years 5 years 10 years
- --------------------------------------------------
<S> <C> <C> <C> <C>
- --------------------------------------------------
Class X $452 $1,363 $2,284 $4,624
- --------------------------------------------------
Class Y $477 $1,434 $2,395 $4,819
- --------------------------------------------------
</TABLE>

2 Phoenix Duff & Phelps Institutional Core Equity Portfolio
<PAGE>

Note: Your actual expenses may be lower than those shown in the
tables above since the expense levels used to calculate the
figures shown do not include the reimbursement of expenses over
certain levels by the fund's investment adviser. Refer to the
section "Management of the Fund" for information about expense
reimbursement.

Investment Strategies
- ------------------------------------

Investment Objective

The fund has an investment objective of long-term capital
appreciation. There is no guarantee that the fund will achieve
its objective.

Principal Investment Strategies

The fund will invest in a diversified portfolio of common
stocks. Under normal circumstances, at least 65% of fund assets
will be invested in equity securities; however, it is the
intention of the adviser to be fully invested in equity
securities.

The adviser seeks to select equity securities of the 1,000
companies with the largest market capitalizations traded in the
United States. The companies are selected based on
predictability and consistency of future earnings and dividend
growth at a price that is low relative to the stock's historical
valuation and the company's future growth prospects. The adviser
monitors holdings for fundamental change and overvaluation to
make sell decisions.

In addition to common stocks, the fund may invest in convertible
securities.

Temporary Investment Strategy: In the event of adverse market
conditions, the fund may pursue a policy of retaining cash or
investing in high-quality money market instruments with
maturities of one year or less, and in repurchase agreements.

Risks Related to Investment Strategies
- -----------------------------------------------------

General

The fund's focus is long-term capital appreciation. The adviser
intends to invest fund assets so that your shares increase in
value. However, the value of the fund's investments that support
your share value can decrease as well as increase. If between
the time you purchase shares and the time you sell shares the
value of the fund's investments decreases, you will lose money.
The value of the fund's investments can decrease for a number of
reasons. For example, changing economic conditions may cause a
decline in value of many or most investments. Particular
industries can face poor market conditions for their products or
services so that companies

Phoenix Duff & Phelps Institutional Core Equity Portfolio 3
<PAGE>

engaged in those businesses do not perform as well as companies
in other industries. To the extent that the fund's investments
are affected by general economic declines and declines in
industries that negatively affect the companies in which the
fund invests, fund share values may decline.

Share values can also decline if the specific companies selected
for fund investment fail to perform as the adviser expects,
regardless of general economic trends, industry trends, interest
rates and other economic factors. Securities that the adviser
believes are undervalued may not realize their expected value.

Impact of the Year 2000 Issue on Fund Investments

The Year 2000 issue is the result of computer programs being
written using two rather than four digits to define the
applicable year. There is the possibility that some or all of a
company's computer programs that have date-sensitive software
may recognize a date using "00" as the year 1900 rather than the
year 2000. If a company whose securities are held by the fund
does not "fix" its Year 2000 issue, it is possible that its
operations and financial results would be hurt. Also, the cost
of modifying computer programs to become Year 2000 compliant may
hurt the financial performance and market price of companies
whose securities are held by the fund.

Management of The Fund
- -------------------------------------

The Adviser

Duff & Phelps Investment Management Co. ("Duff & Phelps") is the
investment adviser to the fund and is located at 55 East Monroe
Street, Suite 3600, Chicago, Illinois 60603. Duff & Phelps also
acts as investment adviser to eight other mutual funds and as
adviser to institutional clients. As of December 31, 1998, Duff
& Phelps had approximately $15.2 billion in assets under
management on a discretionary basis.

Subject to the direction of the fund's Board of Trustees, Duff &
Phelps is responsible for managing the fund's investment program
and the day-to-day management of the fund's portfolio. Duff &
Phelps manages the fund's assets to conform with the investment
policies as described in this prospectus. The fund pays Duff &
Phelps a monthly investment management fee that is accrued daily
against the value of the fund's net assets at the rate of 0.50%.

The adviser has voluntarily agreed to assume operating expenses
of the fund (excluding management fees, distribution and service
fees, interest, taxes, brokerage fees, commissions and
extraordinary expenses) until December 31, 1999, to the extent
that such expenses exceed 0.15% of the average annual net asset
values of the fund.

During the fund's last fiscal year, the fund paid total
management fees of $22,841. The ratio of management fees to
average net assets for the fiscal year ended December 31, 1998
was 0.50%.

4 Phoenix Duff & Phelps Institutional Core Equity Portfolio
<PAGE>

Portfolio Management

Diane Mustain serves as lead Portfolio Manager and as such is
responsible for the day-to-day operation of the fund. As lead
Portfolio Manager she manages the team of investment
professionals responsible for the selection of portfolio
securities for the equity portfolio. Ms. Mustain is an Executive
Vice President of Duff & Phelps and serves as Vice Chairman of
its Equity Strategy Committee. In addition, since 1993 Ms.
Mustain has been a Sector Manager responsible for the Defensive
Sector of the core equity portfolio. Ms. Mustain was Group Vice
President from 1992 to 1993 where she was responsible for the
selection of consumer stocks for the equity research model
portfolio and provided analytical input to the Investment
Management Committee. Ms. Mustain joined Phoenix Investment
Partners, Ltd., then known as Duff & Phelps Corporation, in
1981.

Performance of the Fund

The table below sets out the annual return of each class of the
fund's shares since inception of the fund through December 31,
1998.

<TABLE>
<S> <C>
----------------------------------------------------------
Class of Shares Annual Return (4/14/98 through 12/31/98)
----------------------------------------------------------
Class X Shares 2.97%
----------------------------------------------------------
Class Y Shares 2.71%
----------------------------------------------------------
</TABLE>

Prior Investment Performance of Duff & Phelps

The following table sets forth composite performance data
relating to the historical performance of substantially all of
the institutional private accounts managed by Duff & Phelps
investment professionals that have substantially the same
investment objectives, policies, strategies and risks as the
fund. The data is provided to illustrate the past performance of
Duff & Phelps in managing substantially similar accounts as
compared to the S&P 500. Investors should not consider this
performance data as an indication of past or future performance
of the fund or of Duff & Phelps.

Duff & Phelps has calculated its composite performance data in
compliance with the Performance Presentation Standards of the
Association for Investment Management and Research
("AIMR-PPS[TM]"). AIMR has not been involved with the
preparation or review of this illustration. AIMR is a non-profit
membership and education organization with more than 60,000
members worldwide that, among other things, has formulated a set
of performance presentation standards for investment advisers.
These AIMR performance presentation standards are intended to
promote full and fair presentations by investment advisers of
their performance results and ensure uniformity in reporting so
that performance results of investment advisers are directly
comparable.

AIMR composite performance figures are a quarterly aggregate of
monthly returns of a group of similar accounts which are time
weighted and asset weighted. Quarterly and yearly composite
returns are the result of geometrically linking monthly and
quarterly returns, respectively. (Each composite return figure
is compounded by the successive period's composite return).

Phoenix Duff & Phelps Institutional Core Equity Portfolio 5
<PAGE>

All returns presented were calculated on a total return basis
and include all dividends, interest, accrued income and realized
and unrealized gains and losses. All returns reflect the
deduction of the maximum advisory fee of 0.75% of assets under
management, brokerage commissions and execution costs paid by
Duff & Phelps's institutional private accounts, without
provision for income taxes. Only those institutional private
accounts where Duff & Phelps exercised full discretionary
investment authority have been included in the composite
performance data. The institutional private accounts included in
Duff & Phelps's composite performance data are not subject to
the same expenses and specific tax restrictions applicable to
regulated investment companies, such as the Phoenix-Duff &
Phelps Institutional Core Equity Portfolio, under Subchapter M
of the Internal Revenue Code and are not subject to Investment
Company Act of 1940 restrictions on investment limitations and
diversification. Consequently, Duff & Phelps's investment
results could have been adversely affected had these regulations
applied to the institutional private accounts.

The SEC standardized formula (average annual total return) is
calculated net of portfolio fees and expenses as well as
investment commissions while AIMR composites are net of
portfolio expenses (for Duff & Phelps this consists of brokerage
and transaction costs only) but gross of management fees (which
are variable by client). A composite return is the aggregate
total return of a group of similar accounts while the SEC
formula is applied to only one account (mutual fund). The time
weighting of the composite differs from the SEC formula in that
the monthly total returns calculated for each account within the
composite are adjusted for cash flows and income accruals by
assuming that these flows occur mid-month. Consequently,
composite performance is not overstated as a result of new
investments nor penalized by withdrawals. Mutual funds, in
contrast, calculate their net asset value daily and no
adjustments would therefore be required when calculating total
returns. For AIMR composites, accounts are dollar weighted to
reflect the proportionate effect of account size on total return
within the composite.

6 Phoenix Duff & Phelps Institutional Core Equity Portfolio
<PAGE>

The following table illustrates all expenses and fees that an
institutional privately managed account of DPIM will incur.

<TABLE>
<CAPTION>
Equity
Portfolios
-----------
<S> <C> <C>
Account Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of amount invested) None
Maximum Sales Load Imposed
on Reinvested Dividends None
Deferred Sales Load (as a percentage of original
purchase price or redemption proceeds, as applicable) None
Redemption Fee None
Exchange Fee None
Annual Fund Operating Expenses
Management Fees
first $10 million 0.75%
next $15 million 0.60%
next $25 million 0.50%
next $50 million 0.40%
12b-1 Fees None
Other Operating Expenses (a) None
----
Total Fund Operating Expenses 0.75%
=====
</TABLE>

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

(a) The Adviser's composite performance data reflect commission
and transaction costs. The Adviser does not assess custodial
fees; however, custodial fees are customarily directly paid by
institutional private clients to third party custodians.

The composite performance data presented below has been prepared
in accordance with the AIMR Performance Presentation Standards.
The investment results presented below could be calculated using
different methods thereby producing different results. The
performance below reflects past performance of Duff & Phelps for
periods ending December 31, 1998 for similarly managed
institutional private accounts and is not indicative of future
results for the Phoenix-Duff & Phelps Institutional Core Equity
Portfolio.

<TABLE>
<S> <C> <C>
-------------------------------------------
Period Adviser's Composite S&P 500
-------------------------------------------
One Year % %
-------------------------------------------
Three Years % %
-------------------------------------------
Five Years % %
-------------------------------------------
Ten Years % %
-------------------------------------------
</TABLE>

The institutional private accounts whose composite returns are
shown above were managed by a team of Duff & Phelps
professionals. The fund similarly is managed by a team headed by
Diane Mustain.

Phoenix Duff & Phelps Institutional Core Equity Portfolio 7
<PAGE>

Impact of the Year 2000 Issue on Fund Operations

The Trustees have directed management to ensure that the systems
used by service providers (Phoenix, Duff & Phelps and their
affiliates) in support of the funds' operations be assessed and
brought into Year 2000 compliance. Based upon preliminary
assessments, Phoenix has determined that it will be required to
modify or replace portions of its software so that its computer
systems will properly utilize dates beyond December 31, 1999.
Phoenix management believes that the majority of these systems
are already Year 2000 compliant. Phoenix believes that with
modifications to existing software and conversions to new
software, the Year 2000 issue will be mitigated. It is
anticipated that such modifications and conversions will be
completed on a timely basis. It is not known at this time if
there could be a material impact on the operations of Phoenix or
its affiliates or the fund if such modifications and conversion
are not timely completed.

Phoenix will utilize both internal and external resources to
reprogram, or replace, and test the software for Year 2000
modifications. Certain systems are already in the process of
being converted due to previous initiatives; and it is expected
that all core systems will be remediated and tested by June
1999. The total cost to become Year 2000 compliant is not an
expense of the fund and is not expected to have a material
impact on the operating results of Phoenix.

8 Phoenix Duff & Phelps Institutional Core Equity Portfolio
<PAGE>

Phoenix Duff & Phelps Institutional
Growth Stock Portfolio
Investment Risk and Return Summary
- --------------------------------------------------

Investment Objective

Phoenix Duff & Phelps Institutional Growth Stock Portfolio has
an investment objective of long-term capital appreciation. There
is no guarantee that the fund will achieve its objective.

Principal Investment Strategies

[arrow] Under normal circumstances, the fund 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.

[arrow] The adviser first determines which industries it believes
have the greatest growth potential and then identifies
the amount and proportion of assets to be invested in
each. Quantitative and fundamental analysis is then used
to determine which securities to buy and sell.
Approximately 950 large cap stocks go through a
quantitative screening process where they are ranked on a
number of factors including earnings acceleration,
earning revisions, relative strength and valuation. From
these, the top 10% are analyzed for potential fund
investment. Companies that the adviser believes are
capable of producing long-term, sustainable above-average
earnings growth relative to their cost are then selected
for fund investment. Securities that have dropped 15% or
more in value relative to the S&P 500 Index, that are in
the bottom 20% of their quantitative ranking, or that
have reached the adviser's target sell price are analyzed
for potential sale out of the fund's portfolio.

[arrow] The fund may invest up to 15% of its net assets in
securities of foreign (non-U.S.) issuers.

[arrow] The fund may also invest in preferred stocks, convertible
securities and convertible debentures.

[arrow] The fund may invest in small companies as well as large
companies.

Principal Risks

If you invest in this fund you risk that you may lose your
investment.

Phoenix Duff & Phelps Institutional Growth Stock Portfolio 9
<PAGE>

The fund may invest in small companies as well as large
companies. Smaller companies may be affected to a greater extent
than larger companies by changes in general economic conditions
and conditions in particular industries. Smaller companies may
also be relatively new and not have the same operating history
and "track record" as larger companies. This could make future
performance of smaller companies more difficult to predict.

The fund may invest in companies in foreign countries. Political
and economic uncertainty as well as less public information
about investments may negatively impact the fund's portfolio.
Some investments may be made in currencies other than U.S.
dollars that will fluctuate in value as a result of changes in
the currency exchange rate. Foreign markets may not perform as
well as U.S. markets.

The fund may be subject to greater risks than a fund that does
not invest in securities with growth characteristics.

Performance Tables

The bar chart and table below provide some indication of the
risks of investing in the Phoenix Duff & Phelps Institutional
Growth Stock Portfolio. The bar chart shows changes in the
fund's Class X Shares performance from year to year over the
past ten years.(1) The table below shows how the fund's average
annual returns for one, five and ten years, and for the life of
the fund compare to those of a broad-based securities market
index. Performance data is based on the fund's past performance
as a pooled separate investment account of Phoenix Home Life
Mutual Insurance Company prior to March 1, 1996 (inception of
the fund). The performance of the separate account has been
restated to reflect the deduction of fees and expenses
applicable to the fund's Class X Shares. The fund's past
performance is not necessarily an indication of how the fund
will perform in the future.

Growth Stock Portfolio

[Tabular Representation of Bar Chart]

<TABLE>
<CAPTION>
Calendar Year
---------------------------------------------------------------------------------------------
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
----- ---- ----- ---- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Annual Return (%) 35.71 3.25 40.58 2.19 10.04 -0.90 34.73 11.34 25.76 31.20
</TABLE>

(1) During the 10-year period shown in the chart above, the
highest return for a quarter was 8.54% (quarter ending June 30,
1995) and the lowest return for a quarter was (3.18)% (quarter
ending March 31, 1994). Year to date performance (through March
31, 1999) was %.

10 Phoenix Duff & Phelps Institutional Growth Stock Portfolio
<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Average Annual Total Returns
(for the periods ending 12/31/98) One Year Five Years Ten Years Life of the Fund(1)
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class X Shares 31.2% 19.65% 18.44% 18.05%
- --------------------------------------------------------------------------------------------
Class Y Shares 30.85% 19.35% 18.14% 17.75%
- --------------------------------------------------------------------------------------------
S&P 500 Index(2) 28.76% 24.15% 19.22% 18.16%
- --------------------------------------------------------------------------------------------
</TABLE>

(1) Since December 2, 1985.

(2) The S&P 500 Stock Index is an unmanaged, commonly used
measure of stock market total return performance.

Fund Expenses
- ----------------------------

This table illustrates all fees and expenses that you may pay if
you buy and hold shares of the fund.

<TABLE>
<CAPTION>
Class X Class Y
Shares Shares
------------ -----------
<S> <C> <C>
Shareholder Fees (fees paid directly from
your investment)
Maximum Sales Charge (load) Imposed on
Purchases (as a percentage of offering price) None None
Maximum Deferred Sales Charge (load) (as a None None
percentage of the lesser of the value redeemed
or the amount invested)
Maximum Sales Charge (load) Imposed on
Reinvested Dividends None None
Redemption Fee None None
Exchange Fee None None

-------------------------
Class X Class Y
Shares Shares
------------ -----------
Annual Fund Operating Expenses
(expenses that are deducted from
fund assets)
Management Fees 0.60% 0.60%
Distribution and Service (12b-1) Fees(b) None 0.25%
Other Expenses 0.40% 0.40%
---- ----
Total Annual Fund Operating Expenses(a) 1.00% 1.25%
==== ====
</TABLE>

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

(a) The fund's investment adviser has agreed to reimburse or
waive through December 31, 2001, total operating expenses to the
extent that such expenses exceed 0.70% for Class X Shares and
0.95% for Class Y Shares. Actual Total Annual Operating Expenses
for the fund, after expense reimbursement, are 0.70% for Class X
Shares and 0.95% for Class Y Shares.
(b) Distribution and Service Fees represent an asset based sales
charge that, for a long-term shareholder, may be higher than the
maximum front-end sales charge permitted by the National
Association of Securities Dealers, Inc. ("NASD").

Phoenix Duff & Phelps Institutional Growth Stock Portfolio 11
<PAGE>

Example

This example is intended to help you compare the cost of
investing in the fund with the cost of investing in other mutual
funds.

<TABLE>
<CAPTION>
- --------------------------------------------------
Class 1 year 3 years 5 years 10 years
- --------------------------------------------------
<S> <C> <C> <C> <C>
Class X $102 $317 $550 $1,219
- --------------------------------------------------
Class Y $127 $395 $684 $1,506
- --------------------------------------------------
</TABLE>

Investment Strategies
- ------------------------------------

Investment Objective

The fund has an investment objective of long-term capital
appreciation. There is no guarantee that the fund will meet its
objective.

Principal Investment Strategies

Under normal circumstances, the fund 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.

To select securities for fund investment, the adviser first
determines which industries, such as health care, technology,
and energy, it believes have the greatest growth potential given
the adviser's future economic outlook. The adviser will then
identify the amount and proportion of assets to be invested in
each such industry. The adviser will then use quantitative and
fundamental analysis to determine which securities to buy and
sell within each industry given its asset allocation.
Approximately 950 large cap stocks go through a quantitative
screening process where they are ranked on a number of factors
including earnings acceleration, earning revisions, relative
strength and valuation. From these, the top 10% are analyzed for
potential fund investment. The adviser's analysis includes such
activities as developing earnings models,

12 Phoenix Duff & Phelps Institutional Growth Stock Portfolio
<PAGE>

visiting companies, analyzing industry information and seeking
information from other research firms. Companies that the
adviser believes are capable of producing long term and above
average sustainable earnings growth relative to their cost are
then selected for fund investment.

Understanding the importance of a strong sell discipline, the
adviser's investment process also incorporates three separate
sell indicators. Specifically, if any holding:

o drops 15% or more in value relative to the S&P 500 Index;

o falls into the bottom 20% of their quantitative ranking; or

o reaches the adviser's target sell price,

it is reviewed by the adviser for potential sale

The fund may invest up to 15% of its net assets in foreign
securities.

The fund may also invest in convertible securities. A
convertible security is a bond, debenture, note, preferred stock
or other security that may be converted into or exchanged for a
prescribed amount of common stock of the issuer at predetermined
time(s), price(s) or price formula. Convertible securities have
several unique investment characteristics such as:

o Higher yields than common stocks but lower yields than
comparable non-convertible securities;

o Typically less fluctuation in value than the "underlying"
common stock, that is, the common stock that the investor
receives if he converts;

o The potential for capital appreciation if the market price
of the underlying common stock increases.

Distribution of investment income, such as dividends and
interest, is incidental in the selection of investments.

Temporary Investment Strategy: If the adviser believes that
market conditions are not favorable to the fund's principal
strategies, the fund may invest in fixed income securities with
or without warrants or conversion features and it may hold on to
its cash or invest without limit in cash equivalents. When this
happens, the fund may not achieve its investment objective.

Please refer to the Statement of Additional Information for more
detailed information about these and other investment techniques
of the fund.

Phoenix Duff & Phelps Institutional Growth Stock Portfolio 13
<PAGE>

Risks Related to Investment Strategies
- -------------------------------------------------------

General

The fund's focus is long term capital appreciation. The adviser
intends to invest fund assets so that your shares increase in
value. However, the value of the fund's investments that support
your share value can decrease as well as increase. If between
the time you purchase shares and the time you sell shares the
value of the fund's investments decreases, you will lose money.
The value of the fund's investments can decrease for a number of
reasons. For example, changing economic conditions may cause a
decline in value of many or most investments. Particular
industries can face poor market conditions for their products or
services so that companies engaged in those businesses do not
perform as well as companies in other industries. Interest rate
changes may improve prospects for certain types of businesses
and they may worsen prospects for others. To the extent that the
fund's investments are affected by general economic declines,
declines in industries, and interest rate changes that
negatively affect the companies in which the fund invests, fund
share values may decline. Share values can also decline if the
specific companies selected for fund investment fail to perform
as the adviser expects, regardless of general economic trends,
industry trends, interest rates and other economic factors.

In addition to these general risks of investing in the fund,
there are several specific risks of investing in the fund that
you should note.

Growth Stocks

Typically, growth stocks make little or no dividend payments to
shareholders. Investment return is based upon the stocks'
capital appreciation making return more dependent on market
increases and decreases as compared to stocks that provide
dividend payments. Growth stocks also tend to rise faster when
markets advance and drop more sharply when markets fall making
them more volatile than non-growth stocks to market changes.
Should a market decline occur, the fund's price may fall more
than that of a non growth fund.

Small Market Capitalization Investing

The fund may invest in some smaller companies. Companies with
small capitalization are often companies in industries that have
recently emerged due to cultural, economic, regulatory or
technological developments. Such developments can have a
significant positive or negative effect on small capitalization
companies and their stock performance. Given the limited
operating history and rapidly changing fundamental prospects,
investment returns from smaller capitalization companies can be
highly volatile. Smaller companies may find their ability to
raise capital impaired by their size or lack of operating
history. Product lines are often less diversified and subject to
competitive threats. Smaller capitalization stocks are subject
to varying patterns of trading volume and may, at times, be
difficult to sell.

14 Phoenix Duff & Phelps Institutional Growth Stock Portfolio
<PAGE>

Foreign Investing

The fund may invest in non-U.S. companies. Investing in the
securities of non-U.S. companies involves special risks and
considerations not typically associated with investing in U.S.
companies. These include:

o differences in accounting, auditing and financial reporting
standards,

o generally higher commission rates on foreign portfolio
transactions,

o differences and inefficiencies in transaction settlement
systems,

o the possibility of expropriation or confiscatory taxation,

o adverse changes in investment or exchange control
regulations,

o political instability, and

o potential restrictions on the flow of international
capital.

Political and economic uncertainty as well as less public
information about investments may negatively impact the fund's
portfolio.

Many of the foreign securities held by the fund will not be
registered with, nor will the issuers of those securities be
subject to the reporting requirements of, the U.S. Securities
and Exchange Commission. 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 differ favorably or unfavorably from the
U.S. economy in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payment positions.

Foreign Currency

Portions of the fund's assets may be invested in securities
denominated in foreign currencies. Changes in foreign exchange
rates will affect the value of those securities denominated or
quoted in currencies other than the U.S. dollar. The forces of
supply and demand in the foreign exchange markets determine
exchange rates and these forces are in turn affected by a range
of economic, political, financial, governmental and other
factors. Exchange rate fluctuations can affect the fund's net
asset value (share price) and dividends either positively or
negatively depending upon whether foreign currencies are
appreciating or depreciating in value relative to the U.S.
dollar. Exchange rates fluctuate over both the long and short
terms.

Phoenix Duff & Phelps Institutional Growth Stock Portfolio 15
<PAGE>

On January 1, 1999, eleven European countries began converting
from their sovereign currency to the European Union common
currency called the "Euro". This conversion may expose the fund
to certain risks including the reliability and timely reporting
of pricing information of the fund's portfolio holdings. In
addition, one or more of the following may adversely affect
specific securities in the fund's portfolio:

o Known trends or uncertainties related to the Euro
conversion that an issuer reasonably expects will have a
material impact on revenues, expenses or income from its
operations;

o Competitive implications of increased price transparency of
European Union markets (including labor markets) resulting
from adoption of a common currency and issuers' plans for
pricing their own products and services in the Euro;

o Issuers' ability to make required information technology
updates on a timely basis, and costs associated with the
conversion (including costs of dual currency operations
through January 1, 2002);

o Currency exchange rate risk and derivatives exposure
(including the disappearance of price sources, such as
certain interest rate indices); and

o Potential tax consequences.

Emerging Market Investing

The fund may invest in companies located in emerging market
countries and regions. Investments in less-developed countries
whose markets are still emerging generally presents risks in
greater degree than those presented by investment in foreign
issuers based in countries with developed securities markets and
more advanced regulatory systems. Prior governmental approval of
foreign investments may be required under certain circumstances
in some developing countries, and the extent of foreign
investment in domestic companies may be subject to limitation in
other developing countries. The charters of individual companies
in developing countries may impose limitations on foreign
ownership to prevent, among other concerns, violation of foreign
investment limitations.

The economies of developing countries generally are heavily
dependent upon international trade. And accordingly, have been
and may continue to be adversely affected by trade barriers,
exchange controls, managed adjustments in relative currency
values and other protectionist measures imposed or negotiated by
the countries with which they trade. These economies also have
been (and may continue to be) adversely affected by economic
conditions in the countries with which they trade.

Impact of the Year 2000 Issue on Fund Investments

16 Phoenix Duff & Phelps Institutional Growth Stock Portfolio
<PAGE>

not "fix" its Year 2000 issue, it is possible that its
operations and financial results would be hurt. Also, the cost
of modifying computer programs to become Year 2000 compliant may
hurt the financial performance and market price of companies
whose securities are held by the fund.

Management of The Fund
- -------------------------------------

The Adviser

Phoenix Investment Counsel, Inc. ("Phoenix") is the investment
adviser to the fund and is located at 56 Prospect Street,
Hartford, CT 06115. Phoenix also acts as the investment adviser
for 14 other mutual funds, as subadviser to three mutual funds
and as adviser to institutional clients. As of December 31,
1998, Phoenix had $23.9 billion in assets under management.
Phoenix has acted as an investment adviser for over sixty years.

Subject to the direction of the fund's Board of Trustees,
Phoenix is responsible for managing the fund's investment
program and the day-to-day management of the fund's portfolio.
Phoenix manages the fund's assets to conform with the investment
policies as described in this prospectus. The fund pays Phoenix
a monthly investment management fee that is accrued daily
against the value of that fund's net assets at the following
rates.

- ----------------------------------------------
$1st billion $1+ billion
- ----------------------------------------------
Management Fee 0.60% 0.55%
- ----------------------------------------------

The adviser has voluntarily agreed to assume total operating
expenses of the fund (excluding interest, taxes, brokerage fees,
commissions and extraordinary expenses) until December 31, 2001,
to the extent that such expenses exceed the following
percentages of the average annual net asset values of the fund:

- ---------------------------------------------------------
Class X Shares Class Y Shares
- ---------------------------------------------------------
Growth Stock Portfolio 0.70% 0.95%
- ---------------------------------------------------------

During the fund's last fiscal year, the fund paid total
management fees of $383,128. The ratio of management fees to
average net assets for the fiscal year ended December 31, 1998
was 0.60%.

Portfolio Management

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

Impact of the Year 2000 Issue on Fund Operations

Phoenix Duff & Phelps Institutional Growth Stock Portfolio 17
<PAGE>

utilize dates beyond December 31, 1999. Phoenix management
believes that the majority of these systems are already Year
2000 compliant. Phoenix believes that with modifications to
existing software and conversions to new software, the Year 2000
issue will be mitigated. It is anticipated that such
modifications and conversions will be completed on a timely
basis. It is not known at this time if there could be a material
impact on the operations of Phoenix or its affiliates or the
fund if such modifications and conversions are not completed
timely.

18 Phoenix Duff & Phelps Institutional Growth Stock Portfolio
<PAGE>

Phoenix Real Estate Equity
Securities Portfolio
Investment Risk and Return Summary
- -------------------------------------------------

Investment Objective

Phoenix Real Estate Equity Securities Portfolio has an
investment objective of capital appreciation and income. There
is no guarantee that the fund will achieve its objective.

Principal Investment Strategies

[arrow] Under normal circumstances, the fund intends to invest at
least 75% of its assets in marketable securities of
publicly traded real estate investment trusts (REITs) and
companies that are principally engaged in the real estate
industry.

[arrow] To select securities for fund investment, the adviser
screens the universe of eligible securities to identify
those that the adviser believes have initial appreciation
potential, are an efficient user of capital and have the
potential for continued dividend growth. Securities which
survive this screening are then evaluated based on
primarily on their strength of management, property,
financial and performance reviews. Securities that have a
market value that exceeds the estimated value, that are
expected to have a decline in financial performance or
that fail to adjust their strategy to the real estate
market cycle may be evaluated for sale.

[arrow] The fund intends to emphasize investment in equity REITs.

[arrow] The fund may invest up to 25% of its total assets in
marketable debt securities of companies principally
engaged in the real estate industry and that are rated
within the four highest rating categories (so called
investment grade securities) or if unrated, are judged by
the adviser to be of equivalent quality to debt
securities so rated and mortgage backed securities.

Principal Risks
If you invest in this fund, you risk that you may lose your
investment.

The fund is a non-diversified investment company. It may invest
a larger proportion of its assets in the securities of a smaller
number of issuers, and as a result, price fluctuations in these
securities have a greater impact on the fund's share price.

The fund will seek to increase the value of your shares by
investing in securities the adviser expects to increase in
value. Conditions affecting the overall economy, the real estate
industry and specific companies in which the fund invests can be
worse than expected. As a result the value of your shares may
decrease.

Phoenix Real Estate Equity Securities Portfolio 19
<PAGE>

The fund concentrates its investments in the real estate
industry. Securities of companies in other industries may
provide greater investment return in certain market conditions
as compared to companies in the real estate industry. Moreover,
conditions which negatively impact the real estate industry will
have a greater impact on this fund as compared to a fund which
does not concentrate in one industry.

The value of investments in issuers that hold real estate may be
affected by changes in the values of real properties owned by
the issuers. Investments in businesses related to the real
estate industry may also be affected by changes in the value of
real estate.

REIT securities may trade less frequently and in a lower volume
than securities in other larger companies and they may be
subject to abrupt and large price movements. Additionally, REIT
securities may trade at prices less than the value of the
underlying real estate and they are often not diversified. These
factors may decrease the overall marketability of the
securities.

Performance Tables

The bar chart and table below provide some indication of the
risks of investing in the Phoenix Real Estate Equity Securities
Portfolio. The bar chart below shows the fund's Class X Shares
performance last year.(1) The table below shows how the fund's
average annual returns for one year and for the life of the fund
compare to those of a broad-based securities market index. The
fund's past performance is not necessarily an indication of how
the fund will perform in the future.

Real Estate Equity Securities Portfolio

[Tabular Representation of Bar Chart]

Calendar Year
-------------
1998
------
Annual Return (%) -20.53

(1) During the period shown in the chart above, the highest
return for a quarter was 16.08% (quarter ending September 30,
1997) and the lowest return for a quarter was (12.32)% (quarter
ending September 30, 1998). Year to date performance (through
March 31, 1999) was %.

20 Phoenix Real Estate Equity Securities Portfolio
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
Average Annual Total Returns
(for the periods ending 12/31/98) One Year Life of the Fund(1)
- ------------------------------------------------------------------------
<S> <C> <C>
Class X Shares (20.53)% (1.02)%
- ------------------------------------------------------------------------
Class Y Shares (20.67)% (1.21)%
- ------------------------------------------------------------------------
NAREIT Equity Total Return Index(2) (17.50)% 0.79%
- ------------------------------------------------------------------------
</TABLE>

(1) Class X and Class Y Shares since May 1, 1997.

(2) The National Association of Real Estate Investment Trusts
(NAREIT) Equity Total Return Index is an unmanaged, commonly used
measure of real estate equity market total return performance.

Fund Expenses
- ----------------------------

This table illustrates all fees and expenses that you may pay if
you buy and hold shares of the fund.

-------------------------
Class X Class Y
Shares Shares
------------ -----------
Annual Fund Operating Expenses
(expenses that are deducted from
fund assets)
Management Fees 0.48% 0.48%
Distribution and Service (12b-1) Fees(b) None 0.25%
Other Expenses 1.41% 1.41%
---- ----
Total Annual Fund Operating Expenses(a) 1.89% 2.14%
==== ====
</TABLE>

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

(a) The fund's investment adviser has agreed to reimburse through
December 31, 1999, operating expenses, other than Management
Fees and Distribution and Service Fees, to the extent that such
expenses exceed 0.40% for each class of shares. Actual Total
Annual Operating Expenses for the fund, after expense
reimbursement are 0.88% for Class X Shares and 1.13% for Class Y
Shares.
(b) Distribution and Service Fees represent an asset based sales
charge that, for a long-term shareholder, may be higher than the
maximum front-end sales charge permitted by the National
Association of Securities Dealers, Inc. ("NASD").

Phoenix Real Estate Equity Securities Portfolio 21
<PAGE>

Example

This example is intended to help you compare the cost of
investing in the fund with the cost of investing in other mutual
funds.

- ------------------------------------------------------
Class 1 year 3 years 5 years 10 years
- ------------------------------------------------------
Class X $192 $595 $1,023 $2,216
- ------------------------------------------------------
Class Y $217 $671 $1,151 $2,476
- ------------------------------------------------------

Investment Strategies
- ------------------------------------

Investment Objective

The fund has an investment objective of high total return in
both current income and capital appreciation and income. There
is no guarantee that the fund will meet its objective.

Principal Investment Strategies

To select securities for fund investment, the adviser screens
the universe of eligible securities, generally REITs, to
identify those appropriate for further evaluation. The adviser
primarily looks at a security's

o Initial Appreciation Potential: by comparing price to
projected funds from operation growth rate;

o Use of Capital: the cost of capital is compared to the
return on investment from real estate to determine whether
the security has an efficient use of capital; and

o Potential for Continued Dividend Growth: based on
historical patterns of dividend growth.

Securities which survive this screening are then evaluated based
on interviews and fundamental research. The evaluation process
focuses on the following considerations:

o Strength of Management

22 Phoenix Real Estate Equity Securities Portfolio
<PAGE>

o Property Reviews

o Financial reviews

o Performance Reviews

Portfolio holdings are continually compared to those in its peer
group and re-evaluated for potential sale. Securities that:

o Have a market value that exceeds the estimated value;

o Are expected to have a decline in financial performance; or

o Fail to adjust strategy to the real estate market cycle may
be evaluated for sale.

Under normal circumstances, the fund intends to invest at least
75% of its assets in marketable securities of publicly traded
real estate investment trusts (REITs) and companies that are
principally engaged in the real estate industry. A company is
considered "principally engaged" in the real estate industry if
at least 50% of the company's gross revenues or net profits come
from the ownership, development, construction, financing,
management or sale of commercial, industrial or residential real
estate.

The fund will primarily focus its investments in equity REITs.
Generally REITs are publicly traded companies that invest
primarily in income producing real estate or real estate related
loans or interests. Equity REITs own real estate directly and
derive income primarily from the collection of rent and capital
gains from the sale of properties that have appreciated in
value.

The fund may invest up to 25% of its total assets in marketable
debt securities of companies principally engaged in the real
estate industry and that are rated within the four highest
rating categories (so called investment grade securities) or if
unrated, are judged by the adviser to be of equivalent quality
to debt securities so rated. The fund may, but is not required,
to dispose of securities that fall below investment grade.

The fund may also invest up to 25% of its total assets in
mortgage backed securities such as mortgage pass through
certificates, REMIC certificates and collateralized mortgage
obligations (CMOs). Mortgage pass through securities are
interests in pools of mortgage loans, assembled and issued by
various governmental, government related, and private
organizations. These securities provide a monthly payment
consisting of both principal and interest payments. In effect,
these payments are a "pass through" of the monthly payments made
by individual borrowers on their residential or commercial
mortgage loans. Mortgage backed securities also includes
collateralized mortgage obligations (CMOs) which generally
includes debt instruments collateralized by mortgage loans or
mortgage pass throughs.

The fund may purchase and sell securities on a when-issued or
delayed-delivery basis.

Phoenix Real Estate Equity Securities Portfolio 23
<PAGE>

Temporary Defensive Strategy: When the adviser believes that
there are extraordinary risks associated with investment in real
estate market securities, the fund may invest up to 100% of its
assets in short term investments such as money market
instruments, repurchase agreements, certificates of deposits and
bankers' acceptances. When this happens, the fund may not
achieve its investment objective.

Risks Related to Investment Strategies
- -----------------------------------------------------

General

The fund's focus is capital appreciation and income. The adviser
intends to invest fund assets so that your shares increase in
value. However the value of the fund's investments that support
your share value can decrease as well as increase. If between
the time you purchase shares and the time you sell shares the
value of the fund's investments decreases, you will lose money.
The value of the fund's investments can decrease for a number of
reasons. For example, changing economic conditions may cause a
decline in value of many or most investments. The real estate
industry could experience a decrease in sales and sale prices so
that companies engaged in those businesses do not perform as
well as companies in other industries. Interest rate changes may
improve prospects for certain types of businesses and they may
worsen prospects for others. To the extent that the fund's
investments are affected by general economic declines, declines
in the real estate industry, and interest rate changes that
negatively affect the companies in which the fund invests, fund
share values may decline. Share values can also decline if the
specific companies selected for fund investment fail to perform
as the adviser expects, regardless of general economic trends,
industry trends, interest rates and other economic factors.

In addition to these general risks of investing in the fund,
there are several specific risks of investing in the fund that
you should note.

Non-Diversification

The fund is a non-diversified investment company. Diversifying a
fund's portfolio can reduce the risks of investing. As a
non-diversified investment company the fund may be subject to
greater risk since it can invest a greater proportion of its
assets in the securities of a small number of issuers. If the
fund takes concentrated positions in a small number of issuers,
changes in the price of those securities may cause the fund's
return to fluctuate more than that of a diversified investment
company.

Real Estate Related Investments

The fund primarily invests in the real estate industry. The
value of investments in issuers that hold real estate may be
affected by changes in the values of real properties owned by
the issuers. Likewise, investments in businesses related to the
real estate industry may also be affected by the value of real
estate generally or in particular geographical areas in which
the businesses operated. A decline in real estate value may have
a negative impact on the value of your shares.

24 Phoenix Real Estate Equity Securities Portfolio
<PAGE>

Interest rates also can be a significant factor for issuers that
hold real estate and those in related businesses. Increases in
interest rates can cause or contribute to declines in real
estate prices and can cause "slowdowns" in such related
businesses as real estate sales and constructions.

REIT Securities

REIT securities often are not diversified and may only finance a
limited number of projects or properties, which may subject
REITs to abrupt and large price movements. REITs are heavily
dependent on cash flow from properties and at times, the market
price of a REIT's securities may be less than the value of
investments in real estate which may result in a lower price
when the fund sells its shares in the REIT. REITs also may trade
less frequently and in lower volume than securities of other
larger companies which may also contribute to REIT securities
losing value.

Unrated Securities

The fund may invest in unrated securities. Unrated securities
may not be lower in quality than rated securities but due to
their perceived risk they may not have as broad a market as
rated securities. Analysis of unrated securities is more complex
than for rated securities, making it more difficult for the
adviser to accurately predict risk.

Mortgage-Backed and Asset-Backed Securities

It is difficult to predict cash flows from mortgage backed and
asset backed securities. Payments of principal and interest on
the underlying assets may be allocated among classes in a
variety of ways and the inability to determine specific amounts
and timing of prepayments of the underlying loans make it
difficult to predict cash flow accurately. In the event of high
prepayments, the fund may be required to invest these proceeds
at a lower interest rate, causing the fund to earn less than if
the prepayments had not occurred.

When-Issued and Delayed-Delivery Securities

Securities purchased and sold on a when-issued or
delayed-delivery basis are subject to the risk that the value of
the security on settlement date may be more or less than the
price paid as a result of changes in the level of interest rates
or other market changes. If the price on settlement day is less
than the day of purchase or if the price on settlement day is
more than on the date sold, the value of your shares may
decline. In addition, the fund accrues no income on such
securities until the fund actually takes delivery.

Impact of the Year 2000 Issue on Fund Investments

Phoenix Real Estate Equity Securities Portfolio 25
<PAGE>

Management of The Fund
- -------------------------------------

The Adviser

Subject to the direction of the fund's Board of Trustees, Duff &
Phelps is responsible for managing the fund's investment program
and the day-to-day management of the fund's portfolio. Duff &
Phelps manages the fund's assets to conform with the investment
policies as described in this prospectus. The fund pays Duff &
Phelps a basic monthly investment management fee that is accrued
daily at the annual rate of 0.50% of the value of the fund's net
assets.

The basic monthly fee is subject to a performance adjustment
based on the fund's performance as compared to certain
prescribed benchmarks. For every 0.10% after the first 0.50% in
which the fund's performance is higher or lower than the NAREIT
Equity Total Return Index, the basic monthly fee will increase
or decrease by 0.005%. This comparison is made on a rolling
12-month basis. The increase or decrease will not exceed 0.10%
in any one 12-month period. The adjustment is computed and paid
on a monthly basis.

The adviser has voluntarily agreed to assume operating expenses
of the fund (excluding management fees, distribution and service
fees, interest, taxes, brokerage fees, commissions and
extraordinary expenses) until December 31, 1999, to the extent
that such expenses exceed 0.40% of the average annual net asset
values of the fund.

During the fund's last fiscal year, the fund paid total
management fees of $79,971. The ratio of management fees to
average net assets for the fiscal year ended December 31, 1998
was 0.48%.

Portfolio Management

Michael Schatt is responsible for managing the assets of the
fund. Mr. Schatt is employed as Managing Director of Phoenix
Investment Partners, Ltd. and is a Senior Vice President of
Phoenix, as well as Vice President, Phoenix Duff & Phelps
Institutional Mutual Funds, The Phoenix Edge Series Fund,
Phoenix Multi-Portfolio Fund, Duff & Phelps Utilities Income,
Inc. and Duff & Phelps. His current responsibilities include
serving as Portfolio Manager of the fund, the Real Estate
Securities Fund of Phoenix Multi-Portfolio Fund, the Real Estate

26 Phoenix Real Estate Equity Securities Portfolio
<PAGE>

Securities Series of The Phoenix Edge Series Fund, and managing
the real estate investment securities of Duff & Phelps Utilities
Income, Inc. Previously, he served as Director of the Real
Estate Advisory Practice for Coopers & Lybrand, LLC and has over
16 years experience in the real estate industry.

Impact of the Year 2000 Issue on Fund Operations

The Trustees have directed management to ensure that the systems
used by service providers (Duff & Phelps and its affiliates) in
support of the funds' operations be assessed and brought into
Year 2000 compliance. Based upon preliminary assessments, Duff &
Phelps has determined that it will be required to modify or
replace portions of its software so that its computer systems
will properly utilize dates beyond December 31, 1999. Duff &
Phelps management believes that the majority of these systems
are already Year 2000 compliant. Duff & Phelps believes that
with modifications to existing software and conversions to new
software, the Year 2000 issue will be mitigated. It is
anticipated that such modifications and conversions will be
completed on a timely basis. It is not known at this time if
there could be a material impact on the operations of Duff &
Phelps or its affiliates or the fund if such modifications and
conversions are not completed timely.

Duff & Phelps will utilize both internal and external resources
to reprogram, or replace, and test the software for Year 2000
modifications. Certain systems are already in the process of
being converted due to previous initiatives; and it is expected
that all core systems will be remediated and tested by June
1999. The total cost to become Year 2000 compliant is not an
expense of the fund and is not expected to have a material
impact on the operating results of Duff & Phelps.

Phoenix Real Estate Equity Securities Portfolio 27
<PAGE>

Phoenix Duff & Phelps Institutional
Managed Bond Portfolio
Investment Risk and Return Summary
- -------------------------------------------------

Investment Objective

Phoenix Duff & Phelps Institutional Managed Bond Portfolio has
an investment objective to generate a high level of current
income and appreciation of capital consistent with prudent
investment risk. There is no guarantee that the fund will
achieve its objective.

Principal Investment Strategies

[arrow] The fund expects to invest principally in corporate debt
securities issued by United States or foreign
corporations and in U.S. and foreign government
securities that are denominated, and pay interest and
principal in, U.S. dollars.

[arrow] Under normal circumstances, at least 80% of the value of
the fund's total assets in bonds will be in the four
highest rating categories (so called "investment grade"),
or if unrated, are of comparable quality in the adviser's
opinion.

[arrow] To select securities for fund investment, the adviser
first determines the types of debt securities that have
attractive values. The adviser then seeks to select
issues within these security types that it believes offer
the best potential for total return based on risk to
reward tradeoff. The adviser monitors the portfolio in
order to increase asset allocations in those security
types that it believes are performing well and out of
those security types that it believes are not. Securities
are also analyzed for sale when the adviser believes they
have realized their value.

[arrow] The fund may invest in securities of any maturity as it
seeks to maintain interest rate risk similar to that of
its benchmark index.

[arrow] The fund may invest up to 20% of its total net assets in
below investment grade securities.

[arrow] Securities selected for investment may have fixed or
variable rates and may be purchased on a when-issued or
delayed-delivery basis.

[arrow] The fund also intends to invest in short-term investments
such as U.S. government securities, obligations of U.S.
banks and savings and loans associations such as
certificates of deposit, time deposits and bankers'
acceptances, commercial paper, and repurchase agreements.

[arrow] The fund may also invest in mortgage and asset backed
securities and municipal bonds.

28 Phoenix Duff & Phelps Institutional Managed Bond Portfolio
<PAGE>

Principal Risks
If you invest in this fund, you risk that you may lose your
investment.

The adviser intends to select undervalued security types and
issues for fund investment. If the adviser misjudges the return
potential, or the ability of issuers to make scheduled principal
and interest payments, the fund's returns may be lower than
prevailing returns and the fund's income available for
distribution may be less than other funds. In addition, the
value of fund shares is based on the market value of fund
investments. The price of fixed income investments will
generally move in inverse proportion to interest rates.

The fund may invest in securities with longer maturities.
Securities with longer maturites may be subject to greater price
fluctuations due to interest rates, tax laws and other general
market factors than securities with shorter maturities.

The fund may invest in foreign government securities and
companies in foreign countries including some "emerging market"
countries (countries with markets that are not fully developed).
Political and economic uncertainty as well as less public
information about investments may negatively impact the fund's
portfolio. Some investments may be made in currencies other than
U.S. dollars that will fluctuate in value as a result of changes
in the currency exchange rate. Foreign markets and currencies
may not perform as well as U.S. markets. Emerging market
countries and companies doing business in emerging markets may
not have the same range of opportunities as countries and their
companies in developed nations. They may also have more
obstacles to financial success.

The fund may invest in below investment grade securities. Below
investment grade securities (so called "junk bonds") present a
greater risk that the issuer will not be able to make interest
and principal payments on time. If this happens, the fund would
lose income and could expect a decline in the market value of
the security.

This fund may invest in mortgage-backed and other asset-backed
securities. A portion of the cash flow from these securities may
be from early payoff of some of the underlying loans. In the
event of very high prepayments, the fund may be required to
invest the proceeds at a lower interest rate, causing the fund
to earn less than if the prepayments had not occurred.

The fund may invest in municipal securities. Principal and
interest payments may not be guaranteed by the issuing body and
may be payable only from monies derived from a particular source
(so called "revenue bonds"). In addition, the market for
municipal securities is often thin and can be temporarily
affected by large purchases and sales.

The fund may invest in unrated securities. Unrated securities
may not have as broad a market as rated securities and it can be
more difficult for the adviser to assess their risk as compared
to rated securities.

Phoenix Duff & Phelps Institutional Managed Bond Portfolio 29
<PAGE>

The fund may invest in when-issued and delayed-delivery
securities. The fund accrues no income on these securities until
the fund takes actual delivery. The value of the security on
settlement date may be less than on the date of purchase or more
than on the date of sale, which may cause share value to
decline.

The fund may invest in securities with variable rates.
Securities with variable rates are more susceptible to interest
rate fluctuations and it is more difficult for the adviser to
assess their potential return.

30 Phoenix Duff & Phelps Institutional Managed Bond Portfolio
<PAGE>

Performance Tables

The bar chart and table below provide some indication of the
risks of investing in the Phoenix Duff & Phelps Institutional
Managed Bond Portfolio. The bar chart shows changes in the
fund's Class X Shares performance from year to year over the
past ten years.(1) The table below shows how the fund's average
annual returns for one, five and ten years, and for the life of
the fund compare to those of a broad-based securities market
index. Performance data is based on the fund's past performance
as a pooled separate investment account of Phoenix Home Life
Mutual Insurance Company prior to March 1, 1996 (inception of
the fund). The performance of the separate account has been
restated to reflect the deduction of fees and expenses
applicable to the fund's Class X Shares. The fund's past
performance is not necessarily an indication of how the fund
will perform in the future.

Managed Bond Portfolio

[Tabular Representation of Bar Chart]

<TABLE>
<CAPTION>
Calendar Year
---------------------------------------------------------------------------------------------
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
----- ---- ----- ---- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Annual Return (%) 12.17 3.71 18.72 8.90 12.14 -4.87 19.97 8.70 9.75 1.99
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Average Annual Total Returns
(for the periods ending 12/31/98) One Year Five Years Ten Years Life of the Fund(1)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class X Shares 1.99% 6.79% 8.88% 9.47%
- ----------------------------------------------------------------------------------------------------
Class Y Shares 1.72% 6.52% 8.61% 9.20%
- ----------------------------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index(2) 8.69% 7.27% 9.26% 10.13%
- ----------------------------------------------------------------------------------------------------
</TABLE>

(1) Since June 1, 1983.

(2) The Lehman Brothers Aggregate Bond Index is an unmanaged,
commonly used measure of bond market total return performance.

Phoenix Duff & Phelps Institutional Managed Bond Portfolio 31
<PAGE>

Fund Expenses
- ----------------------------

This table illustrates all fees and expenses that you may pay if
you buy and hold shares of the fund.

<TABLE>
<CAPTION>
Class X Class Y
Shares Shares
-------------------- -----------
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment)
Maximum Sales Charge (load) Imposed on
Purchases (as a percentage of offering price) None None
Maximum Deferred Sales Charge (load) (as a None None
percentage of the lesser of the value
redeemed or the amount invested)
Maximum Sales Charge (load) Imposed on
Reinvested Dividends None None
Redemption Fee None None
Exchange Fee None None
--------------------------
Class X Class Y
Shares Shares
-------------------- -----------
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management Fees 0.45% 0.45%
Distribution and Service (12b-1) Fees(b) None 0.25%
Other Expenses 0.32% 0.32%
---- ----
Total Annual Fund Operating Expenses(a) 0.77% 1.02%
==== ====
</TABLE>

----------------
(a) The fund's investment adviser has agreed to reimburse or
waive through December 31, 2001, total operating expenses to the
extent that such expenses exceed 0.55% for Class X Shares and
0.80% for Class Y Shares. Actual Total Annual Operating Expenses
for the fund, after expense reimbursement, are 0.55% for Class X
Shares and 0.80% for Class Y Shares.
(b) Distribution and Service Fees represent an asset-based sales
charge that, for a long-term shareholder, may be higher than the
maximum front-end sales charge permitted by the National
Association of Securities Dealers, Inc. ("NASD").

Example

This example is intended to help you compare the cost of
investing in the fund with the cost of investing in other mutual
funds.

32 Phoenix Duff & Phelps Institutional Managed Bond Portfolio
<PAGE>

- ---------------------------------------------------------
Class 1 year 3 years 5 years 10 years
- ---------------------------------------------------------
Class X $78 $246 $427 $952
- ---------------------------------------------------------
Class Y $104 $324 $562 $1,246
- ---------------------------------------------------------

Investment Strategies
- ------------------------------------

Investment Objective

Phoenix-Duff & Phelps Institutional Managed Bond Portfolio has
an investment objective to generate a high level of current
income and appreciation of capital consistent with prudent
investment risk. There is no guarantee that the fund will
achieve its objective.

Principal Investment Strategies

Under normal circumstances, at least 80% of the value of the
fund's total assets in bonds will be in the four highest rating
categories (so called "investment grade"), or if unrated, are of
comparable quality in the adviser's opinion. The fund may invest
up to 20% of the fund's net assets in below investment grade
securities (so called "junk bonds"). If the fund purchases an
investment grade security that loses its investment grade
rating, the fund is not required to sell the security. Ratings
are established by nationally recognized statistical rating
agencies. Please see the Statement of Additional Information for
a detailed list of rating categories.

To select securities for fund investment, the adviser first
determines the types of debt securities, such as Treasuries,
municipal bonds, mortgage-backeds and foreign government
securities, that have attractive values. The adviser then seeks
to select issues within these security types that offer the best
potential for total return based on certain fundamentals such as
the value of the security as compared to the credit risk,
liquidity and maturity. The adviser seeks those securities that
it believes offer the best risk to reward tradeoff.

Security types are continually monitored for performance, the
adviser will increase asset allocations in those that it
believes have attractive values and are performing well and out
of those security types that it believes are not attractive or
performing well. The fund may have a higher portfolio turnover
rate using this allocation shifting strategy. Higher portfolio
turnover rates may increase transaction costs, negatively affect
fund performance and increase capital gain distributions, which
may result in greater tax liability to you. Securities are also
analyzed for sale when the adviser believes they have realized
their value.

Phoenix Duff & Phelps Institutional Managed Bond Portfolio 33
<PAGE>

The fund may invest in securities of any maturity as it seeks to
maintain interest rate risk similar to that of its benchmark
index.

The fund expects to invest principally in corporate debt
securities issued by United States or foreign corporations and
in U.S. and foreign government securities. Foreign companies and
governments in which the fund may invest may be in developed
countries or emerging market countries. Foreign government
securities may be issued by the government or a political
subdivision and will be denominated, and pay principal and
interest, in U.S. dollars.

U.S. Government securities are issued or guaranteed as to
principal and income by the United States government, its
agencies and instrumentalities. Securities in which the fund may
invest include U.S. Treasury Obligations and, among others,
securities issued by the Federal Housing Administration,
Department of Housing and Urban Development, the Export-Import
Bank, the General Services Administration and the Maritime
Administration, Farmers Home Administration and the Small
Business Administration.

Securities selected for investment may have fixed or variable
rates and may be purchased on a when-issued or delayed-delivery
basis.

The fund also intends to invest in short-term investments such
as U.S. government securities, obligations of U.S. banks and
savings and loan associations such as certificates of deposit,
time deposits and bankers acceptances, commercial paper, and
repurchase agreements.

The fund may invest in mortgage backed and other asset backed
securities. Mortgage pass through securities are interests in
pools of mortgage loans, assembled and issued by various
governmental, government related, and private organizations.
These securities provide a monthly payment consisting of both
principal and interest payments. In effect, these payments are a
"pass through" of the monthly payments made by individual
borrowers on their residential or commercial mortgage loans.
Mortgage backed securities also includes collateralized mortgage
obligations (CMOs) which generally includes debt instruments
collateralized by mortgage loans or mortgage pass throughs.
Asset backed securities are based on financial assets other than
mortgages such as automobile and credit card loan receivables.
Additional payments on mortgage and asset backed securities are
caused by repayment of principal resulting from the sale of the
underlying property, refinancing or foreclosure. These
prepayments are difficult to predict. This variability of
prepayments will tend to limit price gains when interest rates
drop and exaggerate price declines when interest rates rise.

The fund may invest in municipal bonds. Generally, municipal
bonds may be general obligations secured by the issuers faith,
credit and taxing power to pay principal and interest or revenue
bonds, that pay principal and interest from monies derived from
a specific source.

Temporary Investment Strategy: When in the opinion of the
adviser, current cash needs or market or economic conditions
warrant, the fund may temporarily retain cash or invest part or
all of its assets in cash equivalents.

34 Phoenix Duff & Phelps Institutional Managed Bond Portfolio
<PAGE>

Risks Related to Investment Strategies
- -----------------------------------------------------

General

The fund's focus is to generate current income and appreciation.
The adviser intends to invest in undervalued sectors and
securities. If the adviser misjudges a sector or security's
return potential relative to another the fund's returns may be
lower than prevailing returns, and the fund's income available
for distribution to shareholders may be less, on a relative
basis, than other fixed income opportunities. Similarly, if the
adviser misjudges the ability of the issuer of a portfolio
security to make scheduled interest and other income payments to
the fund, the fund's income available for distribution to
shareholders may decrease. Neither the fund nor the adviser can
assure you that a particular level of income will consistently
be achieved.

The value of your shares is based on the market value of the
fund's investments. In the case of fixed income securities and
other securities that have relatively fixed levels of return,
the value of the security will be directly affected by trends in
interest rates and the overall condition of credit markets. The
price of fixed income securities will generally move in inverse
proportion to interest rates. For example, in times of rising
interest rates, the value of these types of securities tends to
decrease. When interest rates fall, the value of these
securities tends to rise.

In addition to these general risks of investing in the fund,
there are several specific risks of investing in the fund that
you should note.

Long-Term Maturities

Below Investment Grade Securities

The fund may invest in securities that are not within the four
highest rating categories. Although these securities provide
greater income and opportunity for capital appreciation than
investments in higher grade securities, they also typically
entail greater price volatility and principal and interest risk.
There is a greater risk that an issuer will not be able to make
principal and interest payments on time. Analysis of the
creditworthiness of issuers of below investment grade securities
may be more complex than for higher grade securities, making it
more difficult for the adviser to accurately predict risk.

Unrated Securities

Phoenix Duff & Phelps Institutional Managed Bond Portfolio 35
<PAGE>

U.S. Government Securities

Obligations issued or guaranteed by the U.S. government,
agencies, authorities and instrumentalities only guarantee
principal and interest will be timely paid to holders of the
securities. The entities do not guarantee that the value of fund
shares will increase.

Mortgage and Asset Backed Securities

The value of mortgage and asset backed securities may be
negatively affected by decreasing interest rates. In addition,
it is difficult to predict cash flows of these type of
securities. Payments of principal and interest on the underlying
mortgages may be allocated among classes in a variety of ways
and the inability to determine specific amounts and timing of
prepayments of the underlying loans make it difficult to
accurately predict cash flow. In the event of high prepayments,
the fund may be required to invest these proceeds at a lower
interest rate, causing the fund to earn less than if the
prepayments had not occurred.

Foreign Investing

The fund may invest in non-U.S. issuers. Investing in the
securities of non-U.S. issuers involves special risks and
considerations not typically associated with investing in U.S.
issuers. These include:

o differences in accounting, auditing and financial reporting
standards,

o generally higher commission rates on foreign portfolio
transactions,

o differences and inefficiencies in transaction settlement
systems,

o the possibility of expropriation or confiscatory taxation,

o adverse changes in investment or exchange control
regulations,

o political instability, and

o potential restrictions on the flow of international
capital.

Political and economic uncertainty as well as less public
information about investments may negatively impact the fund's
portfolio.

Foreign securities often trade with less frequency and volume
than domestic securities and therefore may exhibit greater price
volatility. Additionally, dividends and interest payable on
foreign securities may be subject to foreign taxes withheld
prior to receipt by the fund. Many of the foreign securities
held by the fund will not be registered with, nor will the
issuers of those securities be subject to the reporting
requirements of, the U.S. Securities and Exchange Commission.
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
differ favorably or unfavorably from the U.S. economy in such
respects as growth of gross national product, rate of inflation,
capital reinvestment, resource self-sufficiency and balance of
payment positions.

36 Phoenix Duff & Phelps Institutional Managed Bond Portfolio
<PAGE>

Municipal Securities

The fund may invest in municipal securities. Principal and
interest payments may not be guaranteed by the issuing body and
may be payable only from monies derived from a particular source
(so called "revenue bonds"). If the source does not perform as
expected, principal and income payments may not be made on time
or at all. In addition, the market for municipal securities is
often thin and can be temporarily affected by large purchases
and sales, including those by the fund.

When-Issued and Delayed-Delivery Securities

Emerging Market Investing

Variable Rate Securities

Impact of the Year 2000 Issue on Fund Investments

Phoenix Duff & Phelps Institutional Managed Bond Portfolio 37
<PAGE>

year 1900 rather than the year 2000. If a company whose
securities are held by the fund does not "fix" its Year 2000
issue, it is possible that its operations and financial results
would be hurt. Also, the cost of modifying computer programs to
become Year 2000 compliant may hurt the financial performance
and market price of companies whose securities are held by the
fund.

Management of The Fund

The Adviser
Phoenix Investment Counsel, Inc. ("Phoenix") is the investment
adviser to the fund and is located at 56 Prospect Street,
Hartford, CT 06115. Phoenix also acts as the investment adviser
for 14 other mutual funds, as subadviser to three mutual funds
and as adviser to institutional clients. As of December 31,
1998, Phoenix had $23.9 billion in assets under management.
Phoenix has acted as an investment adviser for over sixty years.

- ----------------------------------------------
$1st billion $1+ billion
- ----------------------------------------------
Management Fee 0.45% 0.40%
- ----------------------------------------------

- ---------------------------------------------------------------
Class X Shares Class Y Shares
- ---------------------------------------------------------------
Managed Bond Portfolio 0.55% 0.80%
- ---------------------------------------------------------------

During the fund's last fiscal year, the fund paid total
management fees of $421,814. The ratio of management fees to
average net assets for the fiscal year ended December 31, 1998
was 0.45%.

Portfolio Management

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 Fund of
the Phoenix Multi-Portfolio Fund since 1988; Phoenix California
Tax Exempt Bond Fund since 1993 and has been a Managing Director
of Phoenix since 1991.

38 Phoenix Duff & Phelps Institutional Managed Bond Portfolio
<PAGE>

Impact of the Year 2000 Issue on Fund Operations

The Trustees have directed management to ensure that the systems
used by service providers (Phoenix and its affiliates) in
support of the funds' operations be assessed and brought into
Year 2000 compliance. Based upon preliminary assessments,
Phoenix has determined that it will be required to modify or
replace portions of its software so that is computer systems
will properly utilize dates beyond December 31, 1999. Phoenix
management believes that the majority of these systems are
already Year 2000 compliant. Phoenix believes that with
modifications to existing software and conversions to new
software, the Year 2000 issue will be mitigated. It is
anticipated that such modifications and conversions will be
completed on a timely basis. It is not known at this time if
there could be a material impact on the operations of Phoenix or
its affiliates or the fund if such modifications and conversions
are not completely timely.

Phoenix Duff & Phelps Institutional Managed Bond Portfolio 39
<PAGE>

Phoenix Duff & Phelps Institutional
Enhanced Reserves Portfolio
Investment Risk and Return Summary
- --------------------------------------------------

Investment Objective

The Phoenix Duff & Phelps Enhanced Reserves Portfolio has an
investment objective to seek a high level of current income
consistent with preservation of capital. There is no guarantee
that the fund will achieve its objective.

Principal Investment Strategies

[arrow] Under normal market conditions, the fund intends to
invest 65% of its total 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 and the fund expects to
maintain a portfolio duration of approximately one year
and a dollar weighted average portfolio quality of the
second highest rating category or better.

[arrow] The fund may invest in municipal securities, bank
obligations, certain money market instruments, repurchase
agreements, and foreign securities.

Principal Risks
If you invest in this fund you risk that you may lose your
investment.

The adviser intends to select investments that it believes will
provide current income. If the adviser misjudges the return
potential, or the ability of issuers to make scheduled principal
and interest payments, the fund's returns may be lower than
prevailing returns and the fund's income available for
distribution may be less than other funds. Neither the fund nor
the adviser can assure you that a particular level of income
will consistently be achieved.

This fund may invest in asset and mortgage backed securities. A
portion of the cash flow from these securities may be from early
payoff of some of the underlying loans. Early payoffs may result
in the fund receiving less income than originally anticipated.
In the event of very high prepayments, the fund may be required
to invest the proceeds at a lower interest rate, causing the
fund to earn less than if the prepayments had not occurred. In
addition, decreasing interest rates may negatively affect the
value of these securities.

The fund may also invest in municipal bonds. Principal and
interest payments may not be guaranteed by the issuing body and
may be payable only from monies derived from a particular source
(so called "revenue bonds"). If the source does not perform as
expected, principal and income payments may not be made on time
or at all.

40 Phoenix Duff & Phelps Institutional Enhanced Reserves Portfolio
<PAGE>

Performance Tables

The bar chart and table below provide some indication of the
risks of investing in the Phoenix Duff & Phelps Institutional
Enhanced Reserves Portfolio. The bar chart shows changes in the
fund's Class X Shares performance from year to year over the
life of the fund.(1) The table below shows how the fund's
average annual returns for one year and for the life of the fund
compare to those of a broad-based securities market index.
Performance data is based on the fund's past performance as Duff
& Phelps Enhanced Reserves Fund prior to July 19, 1996
(inception of the fund). The fund's past performance is not
necessarily an indication of how the fund will perform in the
future.

Enhanced Reserves Portfolio

[Tabular Representation of Bar Chart]

<TABLE>
<CAPTION>
Calendar Year
----------------------------------
1995 1996 1997 1998
----- ---- ----- ----
<S> <C> <C> <C>
Annual Return (%) 7.80 4.72 6.03 5.34

</TABLE>

(1) During the period shown in the chart above, the highest
return for a quarter was 2.13% (quarter ending December 31, 1995)
and the lowest return for a quarter was 0.35% (quarter ending
December 31, 1998). Year to date performance (through March 31,
1999) was %.

<TABLE>
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------
Average Annual Total Returns
(for the periods ending 12/31/98) One Year Life of the Fund(1)
- ---------------------------------------------------------------------------------------
Class X Class Y
- ---------------------------------------------------------------------------------------
Class X Shares 5.34% 5.73% --
- ---------------------------------------------------------------------------------------
Class Y Shares 5.08% -- 5.28%
- ---------------------------------------------------------------------------------------
Merrill Lynch 1-Year Treasury Bill Index(2) 5.89% 6.00%(3) 5.86%
- ---------------------------------------------------------------------------------------
</TABLE>

(1) Class X Shares since June 26, 1994 and Class Y Shares since
November 1, 1996.

(2) The Merrill Lynch 1-Year Treasury Bill Index is an unmanaged,
commonly used measure of short-term government bond total
return performance.

(3) Index performance since June 30, 1994.

Phoenix Duff & Phelps Institutional Enhanced Reserves Portfolio 41
<PAGE>

Fund Expenses
- ----------------------------

This table illustrates all fees and expenses that you may pay if
you buy and hold shares of the fund.

<TABLE>
<CAPTION>
Class X Class Y
Shares Shares
--------------------- -----------
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment)
Maximum Sales Charge (load) Imposed
on Purchases (as a percentage of offering
price) None None
Maximum Deferred Sales Charge (load) None None
(as a percentage of the lesser of the value
redeemed or the amount invested)
Maximum Sales Charge (load) Imposed
on Reinvested Dividends None None
Redemption Fee None None
Exchange Fee None None
--------------------------
Class X Class Y
Shares Shares
--------------------- -----------
Annual Fund Operating Expenses
(expenses that are deducted from
fund assets)
Management Fees 0.24% 0.24%
Distribution and Service (12b-1) Fees(b) None 0.25%
Other Expenses 0.45% 0.45%
---- ----
Total Annual Fund Operating Expenses(a) 0.69% 0.94%
==== ====
</TABLE>

----------------
(a) The fund's investment adviser has agreed to reimburse or
waive through December 31, 1999, total operating expenses to the
extent that such expenses exceed 0.40% for Class X Shares and
0.65% for Class Y Shares. Prior to May 1, 1998, the investment
adviser had agreed to reimburse or waive total operating
expenses to the extent that such expenses exceeded 0.34% for
Class X Shares and 0.59% for Class Y Shares. Actual Total
Operating Expenses for the fund, after expense reimbursement,
are 0.37% for Class X Shares and 0.63% for Class Y Shares.

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

Example

This example is intended to help you compare the cost of
investing in the fund with the cost of investing in other mutual
funds.

42 Phoenix Duff & Phelps Institutional Enhanced Reserves Portfolio
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------
Class 1 year 3 years 5 years 10 years
- -------------------------------------------------------
<S> <C> <C> <C> <C>
Class X $70 $220 $385 $856
- -------------------------------------------------------
Class Y $96 $300 $520 $1,155
- -------------------------------------------------------
</TABLE>

Investment Strategies
- ------------------------------------

Investment Objective

The Phoenix-Duff & Phelps Enhanced Reserves Portfolio has an
investment objective to seek a high level of current income
consistent with the preservation of capital. There is no
guarantee that the fund will achieve its objective.

Principal Investment Strategies

Under normal market conditions, the fund intends to invest 65%
of its total assets in:

o U.S. government obligations including mortgage-related
securities issued by the U.S. government or its agencies or
instrumentalities,

o high grade corporate debt obligations, and

o asset-backed securities.

The fund will also invest in asset backed securities and
mortgage backed securities. Asset backed securities are based on
financial assets other than mortgages such as automobile and
credit card loan receivables, and other receivables. Mortgage
pass through securities are interests in pools of mortgage
loans, assembled and issued by various governmental, government
related, and private organizations. These securities provide a
monthly payment consisting of both principal and interest
payments. In effect, these payments are a "pass through" of the
monthly payments made by individual borrowers on their
residential or commercial mortgage loans. Additional payments on
mortgage and asset backed securities are

Phoenix Duff & Phelps Institutional Enhanced Reserves Portfolio 43
<PAGE>

caused by repayment of principal resulting from the sale of the
underlying property, refinancing or foreclosure. These
prepayments are difficult to predict. This variability of
prepayments will tend to limit price gains when interest rates
drop and exaggerate price declines when interest rates rise.

Under normal circumstances the fund expects to maintain a
portfolio duration of approximately one year. Duration measures
the expected life of a security by assessing and weighting the
present value of the security's payment pattern.

Under normal circumstances, the fund expects to maintain a
dollar weighted average portfolio quality of the second highest
rating category or better. Ratings are established by nationally
recognized statistical rating agencies. Please see the Statement
of Additional Information for a detailed list of rating
categories.

The fund also may invest in bank obligations, certain money
market instruments, repurchase agreements, and foreign
securities.

Temporary Investment Strategy: If the adviser believes that the
fund's basic investment strategy is not in the best interests of
shareholders due to changes in market conditions, the fund may,
without limitation, invest in high-grade, short term securities.
When this happens, the fund may not achieve its investment
objective.

Risks Related to Investment Strategies
- -----------------------------------------------------

General

The fund's focus is current income consistent with the
preservation of capital. The adviser intends to select
investments that provide current returns while preserving
capital. If the adviser misjudges the return potential of any of
the fund's portfolio securities, the fund's returns may be lower
than prevailing returns, and the fund's income available for
distribution to shareholders may be less, on a relative basis,
than other funds. Similarly, if the adviser misjudges the
ability of the issuer of a portfolio security to make scheduled
interest or other income payments to the fund, the fund's income
available for distribution to shareholders may decrease. Neither
the fund nor the adviser can assure you that a particular level
of income will consistently be achieved.

44 Phoenix Duff & Phelps Institutional Enhanced Reserves Portfolio
<PAGE>

interest rates. For example, in times of rising interest rates,
the value of these types of securities tends to decrease. When
interest rates fall, the value of these securities tends to
rise. To the extent that the fund's investments are negatively
affected by changes in economic conditions fund share values may
decline.

In addition to these general risks of investing in the fund,
there are several specific risks of investing in the fund that
you should note.

U.S. Government Securities

Mortgage-Backed and Asset-Backed Securities

It is difficult to predict cash flows from asset and mortgage
backed securities. It is difficult to determine specific amounts
and timing of prepayments on the underlying loans which makes it
difficult to accurately predict cash flow. The variability of
prepayments will tend to limit price gains when interest rates
drop and exaggerate price declines when interest rates rise.

In the event of high prepayments, the fund may be required to
invest these proceeds at a lower interest rate, causing the fund
to earn less than if the prepayments had not occurred.
Generally, prepayments will increase during a period of falling
interest rates.

Municipal Bonds

Impact of the Year 2000 Issue on Fund Investments

Phoenix Duff & Phelps Institutional Enhanced Reserves Portfolio 45
<PAGE>

Management of The Fund

The Adviser
Duff & Phelps Investment Management Co. ("Duff & Phelps") is the
investment adviser to the fund and is located at 55 East Monroe
Street, Suite 3600, Chicago, Illinois 60603. Duff & Phelps also
acts as investment adviser to eight other mutual funds and as
adviser to institutional clients. As of December 31, 1998, Duff
& Phelps had approximately $15.2 billion in assets under
management on a discretionary basis.

- --------------------------------------------------
$1st billion $1+ billion
- --------------------------------------------------
Management Fee 0.24% 0.19%
- --------------------------------------------------

The adviser has voluntarily agreed to assume total operating
expenses of the fund (excluding interest, taxes, brokerage fees,
commissions and extraordinary expenses) until December 31, 1999,
to the extent that such expenses exceed the following
percentages of the average annual net asset values of the fund:

- -------------------------------------------------------------------------
Class X Shares Class Y Shares
- -------------------------------------------------------------------------
Enhanced Reserves Portfolio 0.40% 0.65%
- -------------------------------------------------------------------------

During the fund's last fiscal year, the fund paid total
management fees of $142,030. The ratio of management fees to
average net assets for the fiscal year ended December 31, 1998
was 0.24%.

Portfolio Management

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 Duff & Phelps since 1994. Mr. Flewellen was a Second Vice
President and portfolio manager with Northern Trust Bank from
1985 until 1994.

46 Phoenix Duff & Phelps Institutional Enhanced Reserves Portfolio
<PAGE>

Impact of the Year 2000 Issue on Fund Operations

Phoenix Duff & Phelps Institutional Enhanced Reserves Portfolio 47
<PAGE>

Pricing of Fund Shares
- -------------------------------------

How is the Share Price determined?

The fund calculates a share price for each class of its shares.
The share price is based on the net assets of the fund and the
number of outstanding shares. In general, the fund calculates
net asset value by:

o adding the values of all securities and other assets of the
fund,

o subtracting liabilities, and

o dividing by the total number of outstanding shares of the
fund.

Asset Value: The fund's investments are valued at market value.
If market quotations are not available, the fund determines a
"fair value" for an investment according to rules and procedures
approved by the Trustees. 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.
Short-term investments having a remaining maturity of sixty days
or less are valued at amortized cost, which the Trustees have
determined approximates market value.

Liabilities: Class specific expenses, distribution fees, service
fees and other liabilities are deducted from the assets of each
class. Expenses and liabilities that are not class specific
(such as management fees) are allocated to each class in
proportion to each class's net assets, except where an
alternative allocation can be more fairly made.

Net Asset Value: The liability allocated to a class plus any
other expenses are deducted from the proportionate interest of
such class in the assets of the fund. The resulting amount for
each class is then divided by the number of shares outstanding
of that class to produce each class's net asset value per share.

The net asset value per share of each class of the fund is
determined on days when the New York Stock Exchange (the "NYSE")
is open for trading as of the close of trading (normally 4:00 PM
eastern time). The fund will not calculate its net asset values
per share on days when the NYSE is closed for trading. Trading
of securities held by the fund in foreign markets may negatively
or positively impact the value of such securities on days when
the fund neither trades securities nor calculates its net asset
values (i.e., weekends and certain holidays).

48 Phoenix Duff & Phelps Institutional Mutual Funds
<PAGE>

At what price are shares purchased?

All investments received by the fund's authorized agents prior
to the close of regular trading on the NYSE (normally 4:00 PM
eastern time) will be executed based on that day's net asset
value. Shares credited to your account from the reinvestment of
fund distributions will be in full and fractional shares that
are purchased at the closing net asset value on the next
business day on which the fund's net asset value is calculated
following the dividend record date.

Purchase Options
- -------------------------------

The fund presently offers two classes of shares that have
different minimum investment requirements and distribution
charges (see "Fund Expenses" previously in this prospectus). For
Class Y Shares, the fund has adopted a distribution and service
plan allowed under Rule 12b-1 of the Investment Company Act of
1940 that authorizes the fund to pay distribution and service
fees for the sale of its shares and for services provided to
shareholders. Because these fees are paid out of the Fund's
assets on an on-going basis, over time these fees will increase
the cost of your investment and may cost you more than paying
other types of sales charges.

Shares of the fund are offered primarily to institutional
investors and corporate, public, union and governmental pension
plans.

To purchase Class X Shares (except Real Estate Equity Securities
Portfolio), you must initially purchase shares whose net asset
value exceeds $5 million. To purchase Class Y Shares (except
Real Estate Equity Securities Portfolio), you must initially
purchase shares whose net asset value exceeds $1 million. To
purchase Class X Shares and Class Y Shares of the Real Estate
Equity Securities Portfolio, you must initially purchase shares
whose net asset value exceeds $250,000.

You will pay no sales charges at any time on Class X or Class Y
Shares. There are no distribution and service fees applicable to
Class X Shares. Class Y Shares are subject to a distribution and
service fee of 0.25%

The minimum subsequent investment for Class X and Class Y Shares
is $100.

The minimum initial investment requirements are waived for
purchases by:

o Institutional investors and corporate, public, union and
governmental pension plans which have been invested in
certain separate accounts of Phoenix Home Life Mutual
Insurance Company as of March 1, 1996;

o 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;

o Institutional investors and corporate, public, union and
governmental pension plans which are investing redemption
proceeds from the reorganization or merger of other
investment companies.

Phoenix Duff & Phelps Institutional Mutual Funds 49
<PAGE>

Your Account
- ---------------------------

Opening an Account

Your financial advisor can assist you with your initial purchase
as well as all phases of your investment program.

How To Buy Shares
- --------------------------------

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
To Open An Account
- ----------------------------------------------------------------------------------------------------------
<S> <C>
Through a financial advisor Contact your advisor. Some advisors may charge a fee.
- ----------------------------------------------------------------------------------------------------------
Complete a New Account Application and send it with a check payable
Through the mail to the fund. Mail them to: State Street Bank, P.O. Box 8301, Boston,
MA 02266-8301.
- ----------------------------------------------------------------------------------------------------------
By Federal Funds wire Call us at (800) 814-1897 for instructions.
- ----------------------------------------------------------------------------------------------------------
By telephone exchange Call us at (800) 814-1897.
- ----------------------------------------------------------------------------------------------------------
</TABLE>

How to Sell Shares
- ---------------------------------

You have the right to have the fund buy back shares at the net
asset value next determined after receipt of a redemption order
by the fund's Transfer Agent or an authorized agent. Subject to
certain restrictions, shares may be redeemed by telephone or in
writing. In addition, shares may be sold through securities
dealers, brokers or agents who may charge customary commissions
or fees for their services. The fund does not charge any
redemption fees. Payment for shares redeemed is made within
seven days; however, redemption proceeds will not be disbursed
until each check used for purchases of shares has been cleared
for payment by your bank, which may take up to 15 days after
receipt of the check.

50 Phoenix Duff & Phelps Institutional Mutual Funds
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
To Sell Shares
- ----------------------------------------------------------------------------------------------------------
<S> <C>
Through a financial advisor Contact your advisor. Some advisors may charge a fee.
- ----------------------------------------------------------------------------------------------------------
Send a letter of instruction and any share certificates (if you hold
certificate shares) to: State Street Bank, P.O. Box 8301, Boston, MA
Through the mail 02266-8301. Be sure to include the registered owner's name, fund and
account number, number of shares or dollar value you wish to sell.
- ----------------------------------------------------------------------------------------------------------
For sales up to $100,000, requests can be made by calling
By telephone (800) 814-1897.
- ----------------------------------------------------------------------------------------------------------
By telephone exchange Call us at (800) 814-1897.
- ----------------------------------------------------------------------------------------------------------
By check If you selected the checkwriting feature, you may write checks for
(Enhanced Reserves amounts of $500 or more. Checks may not be used to close an account.
Portfolio only.)
- ----------------------------------------------------------------------------------------------------------
</TABLE>

Things You Should Know When Selling Shares
- ---------------------------------------------------------

You may realize a taxable gain or loss (for federal income tax
purposes) if you redeem shares of the fund. The fund reserves
the right to pay large redemptions "in-kind" (in securities
owned by the fund rather than in cash). Large redemptions are
those over $250,000 or 1% of the fund's net assets. Additional
documentation will be required for redemptions by organizations,
fiduciaries, or retirement plans, or if redemption is requested
by anyone but the shareholder(s) of record. Transfers between
broker-dealer "street" accounts are governed by the accepting
broker-dealer. Questions regarding this type of transfer should
be directed to your financial advisor. Redemption requests will
not be honored until all required documents in proper form have
been received. To avoid delay in redemption or transfer,
shareholders having questions about specific requirements should
contact the fund's Transfer Agent at (800) 814-1897.

Redemptions by Mail

Send a clear letter of instructions including the name of the
fund shares (portfolio) to be sold and a properly executed stock
power or any related instruction transmittal specifying account
number and the name of the shareholder exactly as registered.

The signature on your request must be guaranteed by an eligible
guarantor institution as defined by the fund's Transfer Agent in
accordance with its signature guarantee procedures. Currently,
such procedures generally permit guarantees by banks, broker
dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and
savings associations.

If you are selling shares held in a corporate or fiduciary
account, please contact the fund's Transfer Agent at (800)
814-1897.

Phoenix Duff & Phelps Institutional Mutual Funds 51
<PAGE>

Selling Shares by Telephone

The Transfer Agent will use reasonable procedures to confirm
that telephone instructions are genuine. Address and bank
account information are verified, redemption instructions are
taped, and all redemptions are confirmed in writing.

The individual investor bears the risk from instructions given
by an unauthorized third party that the Transfer Agent
reasonably believed to be genuine.

The Transfer Agent may modify or terminate the telephone
redemption privilege at any time with 60 days notice to
shareholders.

During times of drastic economic or market changes, telephone
redemptions may be difficult to make or temporarily suspended.

Account Policies
- -------------------------------

Exchange Privileges

You should read the prospectus carefully before deciding to make
an exchange. You can obtain a prospectus from your financial
advisor or by calling us at (800) 814-1897.

o You may exchange shares for another fund in the same class of
shares; e.g., Class X for Class X.

o Exchanges may be made by phone (800) 814-1897 or by mail
(State Street Bank, P.O. Box 8301, Boston, MA 02266-8301).

o The amount of the exchange must be equal to or greater than
the minimum initial investment required.

o The exchange of shares is treated as a sale and purchase for
federal income tax purposes.

o The fund reserves the right to refuse an exchange request if
in the fund's or adviser's opinion the exchange would
adversely affect the fund's ability to invest according to its
investment objectives and policies; the fund believes that a
pattern of exchanges coincides with a "market timing"
strategy; or the exchange would otherwise adversely affect the
fund and its shareholders.

o Because excessive trading can hurt fund performance and harm
other shareholders, the Fund reserves the right to temporarily
or permanently end exchange privileges or reject an order from
anyone who appears to be attempting to time the market,
including investors who request more than one exchange in any
30-day period. The fund's underwriter has entered into
agreements with certain market timing firms permitting them to
exchange by telephone. These privileges are limited, and the
fund distributor has the right to reject or suspend them.

52 Phoenix Duff & Phelps Institutional Mutual Funds
<PAGE>

Tax Status of Distributions
- ------------------------------------------

The fund plans to make distributions from net investment income
at intervals stated on the table below, and to distribute net
realized capital gains, if any, at least annually.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------
Fund Dividend Paid
- ----------------------------------------------------------------
<S> <C>
Core Equity Portfolio Quarterly
- ----------------------------------------------------------------
Growth Stock Portfolio Semiannually
- ----------------------------------------------------------------
Real Estate Equity Securities Portfolio Quarterly
- ----------------------------------------------------------------
Managed Bond Portfolio Semiannually
- ----------------------------------------------------------------
Enhanced Reserves Portfolio Monthly
- ----------------------------------------------------------------
</TABLE>

Distributions of short-term capital gains and net investment
income are taxable to shareholders as ordinary income. Long-term
capital gains, if any, distributed to shareholders and which are
designated by the fund as capital gains distributions, are
taxable to shareholders as long-term capital gain distributions
regardless of the length of time you have owned your shares.

Unless you elect to receive distributions in cash, dividends and
capital gain distributions are paid in additional shares. All
distributions, cash or additional shares, are subject to federal
income tax and may be subject to state, local and other taxes.

Many investors, including most tax-qualified plan investors, may
be eligible for preferential federal income tax treatment on
distributions received from the fund and disposition of Shares
of the fund.

Phoenix Duff & Phelps Institutional Mutual Funds 53
<PAGE>

Financial Highlights
- -----------------------------------

These tables are intended to help you understand the funds'
financial performance for the past five years or since
inception. Certain information reflects financial results for a
single fund share. The total returns in the tables represent the
rate that an investor would have earned on an investment in the
fund (assuming reinvestment of all dividends and distributions).
This information has been audited by PricewaterhouseCoopers LLP,
independent accountants. Their report, together with the funds'
financial statements, are included in the funds' most recent
Annual Report, which is available upon request.

Phoenix Duff & Phelps Institutional Core Equity Portfolio

<TABLE>
Class X Class Y
-------------- --------------
From Inception From Inception
4/14/98 to 4/14/98 to
12/31/98 12/21/98
----------- ---------
<S> <C> <C>
Net asset value, beginning of period $ 10.00 $ 10.00
Income from investment operations:
Net investment income (loss) 0.04 (1)(5) 0.02(2)(5)
Net realized and unrealized gain (loss) 0.26 0.25
------- ------
Total from investment operations 0.30 0.27
------- ------
Less Distributions:
Dividends from net investment income (0.03) (0.02)
Dividends from net realized gains -- --
In excess net investment income (0.04) (0.04)
------- ------
Total distributions 0.07 (0.05)
------- ------
Change in net asset value 0.23 0.21
------- ------
Net asset value, end of period $ 10.23 $10.21
======= ======
Total return(2) 2.97%(4) 2.71%(4)
Ratios/supplemental data:
Net assets, end of period (thousands) $10,771 $103
Ratio to average net assets of:
Operating expenses 0.65%(3) 0.90%(3)
Net investment income 0.56%(3) 0.37%(3)
Portfolio turnover 52%(4) 52%(4)
</TABLE>

----------------
(1) Includes reimbursement of operating expenses by investment
adviser of $0.26.
(2) Includes reimbursement of operating expenses by investment
adviser of $0.26.

(3) Annualized.
(4) Not annualized.

(5) Computed using average shares outstanding.

54 Phoenix Duff & Phelps Institutional Mutual Funds

<PAGE>

Financial Highlights (continued)
- -----------------------------------------------

Phoenix Duff & Phelps Institutional Growth Stock Portfolio

<TABLE>
Class X
--------------------------------------------------------
From Inception
Years Ended 3/1/96 to
12/31/98 12/31/97 12/31/96
-------- -------- --------
<S> <C> <C> <C>
Net asset value, beginning of period $33.85 $47.42 $48.01
Income from investment operations:
Net investment income 0.05(4)(7) 0.31(4)(7) 0.34(4)
Net realized and unrealized gain (loss) 9.88 10.60 4.89
---------- ------ ------
Total from investment operations 9.93 10.91 5.23
---------- ------ ------
Less Distributions:
Dividends from net investment income (0.15) (0.39) (0.30)
Dividends from net realized gains (5.81) (24.07)(8) (5.52)
---------- ------ ------
In excess of net investment income -- (0.02) --
---------- ------ ------
Total distributions (5.96) (24.48) (5.82)
---------- ------ ------
Change in net asset value 3.97 (13.57) (0.59)
---------- ------ ------
Net asset value, end of period $37.82 $33.85 $47.42
========== ====== ======
Total return(4) 31.20% 25.76% 10.71%(2)
Ratios/supplemental data:
Net assets, end of period (thousands) $46,330 $44,350 $82,739
Ratio to average net assets of:
Operating expenses 0.70% 0.70% 0.70%(1)
Net investment income 0.13% 0.64% 0.65%(1)
Portfolio turnover 115% 148% 99%(2)
Average commission rate paid(3) $0.0503 $0.0543
</TABLE>

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

(1) Annualized
(2) Not annualized
(3) Includes amounts distributed as income and redesignated for
tax purposes.
(4) Includes reimbursement of operating expenses by investment
adviser of $0.11, $0.08 and $0.04, 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.

Phoenix Duff & Phelps Institutional Mutual Funds 55
<PAGE>

Financial Highlights (continued)
- -----------------------------------------------

Phoenix Duff & Phelps Institutional Growth Stock Portfolio

<TABLE>
Class Y
--------------------------------------------------------
From Inception
Years Ended 3/1/96 to
12/31/98 12/31/97 12/31/96
-------- -------- --------------
<S> <C> <C> <C>
Net asset value, beginning of period $33.86 $47.43 $48.01
Income from investment operations:
Net investment income (0.04)(5)(7) 0.18(5)(7) 0.18(5)
Net realized and unrealized gain (loss) 9.88 10.59 4.95
------ ------ ------
Total from investment operations 9.84 10.77 5.13
------ ------ ------
Less Distributions:
Dividends from net investment income (0.10) (0.31) (0.19)
Dividends from net realized gains (5.81) (24.02)(8) (5.52)
------ ------ ------
In excess of net investment income -- (0.01) --
------ ------ ------
Total distributions (5.91) (24.34) (5.71)
------ ------ ------
Change in net asset value 3.93 (13.57) (0.58)
------ ------ ------
Net asset value, end of period $37.79 $33.86 $47.43
====== ====== ======
Total return(4) 30.85% 25.46% 10.48%(2)
Ratios/supplemental data:
Net assets, end of period (thousands) $21,347 $17,631 $22,978
Ratio to average net assets of:
Operating expenses 0.95% 0.95% 0.95%(1)
Net investment income (0.11)% 0.39% 0.39%(1)
Portfolio turnover 115% 148% 99%(2)
Average commission rate paid(3) $0.0503 $0.0543
</TABLE>

----------------
(1) Annualized
(2) Not annualized
(3) Includes amounts distributed as income and redesignated for
tax purposes.
(4) Includes reimbursement of operating expenses by investment
adviser of $0.11, $0.08 and $0.04, respectively.
(5) Includes reimbursement of operating expenses by investment
adviser of $0.11, $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.

56 Phoenix Duff & Phelps Institutional Mutual Funds
<PAGE>

Financial Highlights (continued)
- -----------------------------------------------

Phoenix Duff & Phelps Institutional Real Estate Equity
Securities Portfolio

<TABLE>
Class X Class Y
----------------------------------- ----------------------------------
From Inception From Inception
Year Ended 5/1/97 to Year Ended 5/1/97 to
12/31/98 12/31/97 12/31/98 12/31/97
-------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $11.96 $ 10.00 $ 11.96 $10.00
Income from investment operations:(5)
Net investment income 0.47(#)(#) 0.39(3) 0.46(#)(#) 0.34(4)
Net realized and unrealized gain (2.89) 1.96 (2.91) 2.00
------- ------- ------- -------
Total from investment operations (2.42) 2.35 (2.45) 2.34
------- ------- ------- -------
Less Distributions
Dividends from net investment income (0.48) (0.35) (0.42) (0.34)
Dividends from net realized gains -- (0.04) -- (0.04)
------- ------- ------- -------
Total distributions (0.48) (0.39) (0.42) (0.38)
------- ------- ------- -------
Change in net asset value (2.88) 1.96 (2.87) 1.96
------- ------- ------- -------
Net asset value, end of period $9.08 $11.96 $9.09 $11.96
======= ======= ======= =======
Total return (20.53)% 23.70%(2) (20.69)% 23.55%(2)
Ratios/supplemental data:
Net assets, end of period (thousands) $19,697 $15,791 $678 $855
Ratio to average net assets of:
Operating expenses 0.88% 0.90%(1) 1.13% 1.15%(1)
Net investment income(5) 4.54% 4.75%(1) 4.39% 4.51%(1)
Portfolio turnover 15% 4%(2) 15% 4%(2)

</TABLE>

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

(1) Annualized.
(2) Not annualized.
(3) Includes reimbursement of operating expenses by investment
adviser of $0.11 and $0.16, respectively.
(4) Includes reimbursement of operating expenses by investment
adviser of $0.11 and $0.16, 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.

Phoenix Duff & Phelps Institutional Mutual Funds 57
<PAGE>

Financial Highlights (continued)
- -----------------------------------------------

Phoenix Duff & Phelps Institutional Managed Bond Portfolio

<TABLE>
Class X
---------------------------------------------------------------
From Inception
Years Ended 3/1/96 to
12/31/98 12/31/97 12/31/96
-------------- -------- -----------
<S> <C> <C> <C>
Net asset value, beginning of period $33.17 $33.98 $33.84
Income from investment operations:
Net investment income 2.26 (3)(5) 2.37(3)(4) 2.03(3)(4)
Net realized and unrealized gain (1.58) 0.85 0.69
-------- ------- -------
Total from investment operations 0.68 3.22 2.72
-------- ------- -------
Less Distributions:
Dividends from net investment income (2.09) (2.42) (1.96)
Dividends from net realized gains -- (1.43) (0.61)
-------- ------- -------
In excess of net investment income (0.16) (0.18) (0.01)
-------- ------- -------
Total distributions (0.13) (4.03) (2.58)
-------- ------- -------
Change in net asset value (2.38) (0.81) 0.14
-------- ------- -------
Net asset value, end of period $31.47 $33.17 $33.98
======== ======= =======
Total return(2) 1.99% 9.75% 8.24%(2)
Ratios/supplemental data:
Net assets, end of period (thousands) $113,273 $72,747 $71,482
Ratio to average net assets of:
Operating expenses 0.55% 0.55% 0.55%(1)
Net investment income 6.89% 6.92% 7.15%(1)
Portfolio turnover 105% 176% 199%(2)
</TABLE>

----------------
(1) Annualized.
(2) Not annualized.
(3) Includes reimbursement of operating expenses by investment
adviser of $0.07, $0.08 and $0.09 per share, respectively.
(4) Computed using average shares outstanding.

58 Phoenix Duff & Phelps Institutional Mutual Funds
<PAGE>

Financial Highlights (continued)
- -----------------------------------------------

Phoenix Duff & Phelps Institutional Managed Bond Portfolio

<TABLE>
Class Y
---------------------------------------------------------
From Inception
Years Ended 3/1/96 to
12/31/98 12/31/97 12/31/96
-------- -------- --------------
<S> <C> <C> <C>
Net asset value, beginning of period $33.18 $33.97 $33.84
Income from investment operations:
Net investment income 2.18 (3)(4) 2.27 (3)(4) 1.98(3)(4)
Net realized and unrealized gain (loss) (1.59) 0.88 0.66
------- ------ ------
Total from investment operations 0.59 3.15 2.64
------- ------ ------
Less Distributions:
Dividends from net investment income (2.02) (2.33) (1.89)
Dividends from net realized gains -- (1.43) (0.61)
------- ------ ------
In excess of net investment income (0.15) (0.18) (0.01)
------- ------ ------
Total distributions (2.30) (3.94) (2.51)
------- ------ ------
Change in net asset value (1.71) (0.79) 0.13
------- ------ ------
Net asset value, end of period $31.47 $33.18 $33.97
======= ====== ======
Total return(4) 1.72% 9.52% 7.98%(2)
Ratios/supplemental data:
Net assets, end of period (thousands) $7,491 $6,725 $7,010
Ratio to average net assets of:
Operating expenses 0.80% 0.80% 0.80%(1)
Net investment income 6.63% 6.65% 6.91%(1)
Portfolio turnover 105% 176% 199%(2)
</TABLE>

Phoenix Duff & Phelps Institutional Mutual Funds 59
<PAGE>

Financial Highlights (continued)
- -----------------------------------------------

Phoenix Duff & Phelps Institutional Enhanced Reserves Portfolio

<TABLE>
Class X
-------------------------------------------------------
From Inception
Years Ended 7/19/96 to
12/31/98 12/31/97 12/31/96
-------- -------- --------------
<S> <C> <C> <C>
Net asset value, beginning of period $9.95 $9.95 $9.95
Income from investment operations:(4)
Net investment income 0.55 (3) 0.58(3)(5) 0.26(3)
Net realized and unrealized gain (loss) (0.03) -- --
------- ------ ----
Total from investment operations 0.52 0.58 0.26
------- ------ -----
Less Distributions
Dividends from net investment income (0.54) (0.58) (0.26)
Total distributions (0.56) (0.58) (0.26)
------- ------ ------
Change in net asset value (0.04) -- --
------- ------ ------
Net asset value, end of period $9.91 $9.95 $9.95
======= ====== ======
Total return 5.34% 6.03% 2.57%(2)
Ratios/supplemental data:
Net assets, end of period (thousands) $19,076 $75,269 $122,010
Ratio to average net assets of:
Operating expenses 0.37% 0.34% 0.34%(1)
Net investment income 5.64% 5.84% 5.68%(1)
Portfolio turnover 264% 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) 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) Computed using average shares outstanding.

60 Phoenix Duff & Phelps Institutional Mutual Funds
<PAGE>

Financial Highlights (continued)
- -----------------------------------------------

Phoenix Duff & Phelps Institutional Enhanced Reserves Portfolio

<TABLE>
Class Y
---------------------------------------------------
From Inception
Years Ended 11/1/96 to
12/31/98 12/31/97 12/31/96
-------- -------- --------------
<S> <C> <C> <C>
Net asset value, beginning of period $9.95 $9.95 $9.97
Income from investment operations:(4)
Net investment income 0.51(3) 0.56(3)(5) 0.09(3)
Net realized and unrealized gain (loss) (0.03) -- (0.02)
----- ------ ------
Total from investment operations 0.48 0.56 0.07
----- ------ ------
Less Distributions
Dividends from net investment income (0.51) (0.56) (0.09)
Total distributions (0.01) (0.56) (0.09)
----- ------ ------
Change in net asset value (0.01) -- (0.02)
----- ------ ------
Net asset value, end of period $9.90 $9.95 $9.95
===== ====== ======
Total return 5.08% 5.75% 0.71%(2)
Ratios/supplemental data:
Net assets, end of period (thousands) $459 $2,014 $1,504
Ratio to average net assets of:
Operating expenses 0.63% 0.59% 0.59%(1)
Net investment income 5.35% 5.59% 5.58%(1)
Portfolio turnover 264% 177% 122%(2)
</TABLE>

Phoenix Duff & Phelps Institutional Mutual Funds 61
<PAGE>

Additional Information
- -------------------------------------

Statement of Additional Information

The fund has filed a Statement of Additional Information about the fund,
dated , 1999 with the Securities and Exchange Commission. The
Statement contains more detailed information about the fund. It is
incorporated into this prospectus by reference and is legally part of the
prospectus. You may obtain a free copy of the Statement:

o by writing to Phoenix Equity Planning Corporation, 100 Bright Meadow
Blvd., P.O. Box 2200, Enfield, Connecticut 06083-2200 or

o by calling (800) 814-1897.

You may also obtain information about the fund from the Securities and
Exchange Commission:

o through its internet site (http://www.sec.gov),

o by visiting its Public Reference Room in Washington, DC or

o by writing to its Public Reference Section, Washington, DC 20549-6009
(a fee may be charged).

Information about the operation of the Public Reference Room may be
obtained by calling (800) SEC-0330.

Shareholder Reports

The fund semiannually mails to its shareholders detailed reports
containing information about the fund's investments. The fund's Annual
Report contains a detailed discussion of the market conditions and
investment strategies that significantly affected the fund's performance
from January 1 through December 31. You may request a free copy of the
fund's Annual and Semiannual Reports:

o by writing to Phoenix Equity Planning Corporation, 100 Bright Meadow
Blvd., P.O. Box 2200, Enfield, Connecticut 06083-2200 or

o by calling (800) 814-1897.

Customer Service: (800) 814-1897
Marketing: (800) 814-1897
Telephone Orders: (800) 814-1897

Telecommunication Device (TTY): (800) 243-1926

SEC File Nos. 33-80057 and 811-9140

[recycled logo[ Printed on recycled paper using soybean ink

62 Phoenix Duff & Phelps Institutional Mutual Funds

<PAGE>

PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS

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

Statement of Additional Information

, 1999

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 , 1999
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

PAGE
----
THE FUND ................................... 2
INVESTMENT OBJECTIVES AND POLICIES ......... 2
INVESTMENT RESTRICTIONS .................... 11
PERFORMANCE INFORMATION .................... 14
PERFORMANCE COMPARISONS .................... 15
PORTFOLIO TURNOVER ......................... 16
THE INVESTMENT ADVISERS .................... 16
SERVICES OF THE ADMINISTRATOR .............. 17
BROKERAGE ALLOCATION ....................... 18
DETERMINATION OF NET ASSET VALUE ........... 18
HOW TO BUY SHARES .......................... 19
HOW TO REDEEM SHARES ....................... 20
DIVIDENDS, DISTRIBUTIONS AND TAXES ......... 22
THE DISTRIBUTOR ............................ 23
DISTRIBUTION PLAN .......................... 24
MANAGEMENT OF THE FUND ..................... 25
ADDITIONAL INFORMATION ..................... 35
APPENDIX ................................... 37

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
Managed Bond and Growth Stock Portfolios existed as the Managed Bond Account
("Separate Account P") and Growth Stock Account ("Separate Account S"),
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 five separate portfolios, all 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 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.

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 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.

2
<PAGE>

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 Managed Bond 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.

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

3
<PAGE>

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 Enhanced Reserves Portfolio 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 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.

4
<PAGE>

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 Enhanced Reserves Portfolio may invest up to 2% of its total assets in
exchange-traded call and put options. The Portfolio 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.

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.

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.

5
<PAGE>

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 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 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

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<PAGE>

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% (5% for the Real
Estate Equity Securities Portfolio) 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.

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 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

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<PAGE>

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 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 Stock Portfolio and 10% of the total assets of the Core
Equity Portfolio, 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 Stock
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
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 3-1/2
years that have variable or floating interest rates or demand or put features
may nonetheless be deemed to have remaining maturities of 3-1/2 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 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

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<PAGE>

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% (33.3% for
Core Equity Portfolio) of the value of that Portfolio's total assets. Loans of
portfolio securities will always be fully collateralized at no less than 102%
(100% for Core Equity Portfolio) 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 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.

Leverage. The Core Equity Portfolio may borrow for temporary,
extraordinary or emergency purposes. The Portfolio will borrow only from banks,
and only if immediately after such borrowing the value of the assets of the
Portfolio (including the amount borrowed) less its liabilities (not including
any borrowings) is at least three times the amount of funds borrowed. The
effect of this provision is to permit the Portfolio to borrow up to 33-1/3% of
the total assets (not including any borrowings) of the Portfolio. If, due to
market fluctuations or other reasons, the value of the Portfolio's assets
computed as provided above becomes at any time less than three times the amount
of the borrowings, the Portfolio, within three business days, is required to
reduce bank debt to the extent necessary to meet the required 300% asset
coverage.

Interest on money borrowed will be an expense of the Portfolio with
respect to which the borrowing has been made. Because such expense would not
otherwise be incurred, the net investment income of the Portfolio is not
expected to be as high as it otherwise

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<PAGE>

would be during periods when borrowings for investment purposes are
substantial. Bank borrowings must be obtained on an unsecured basis. Any such
borrowing must also be made subject to an agreement by the lender that any
recourse is limited to the assets of the Portfolio with respect to which the
borrowing has been made.

Forward Foreign Currency Exchange Contracts. (Core Equity Portfolio) A
forward foreign currency exchange contract involves an obligation to purchase
or sell a specific currency at a future date, which may be any fixed number of
days ("Term") from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. These contracts are traded directly
between currency traders (usually large commercial banks) and their customers.

The Core Equity Portfolio does not intend to enter into such forward
contracts if it would have more than 5% of the value of its net assets
committed to the initial margin and option premiums on such contracts on a
regular or continuous basis. The Portfolio will not enter into such forward
contracts or maintain a net exposure in such contracts where it would be
obligated to deliver an amount of foreign currency in excess of the value of
its portfolio securities and other assets denominated in that currency. The
Adviser believes that it is important to have the flexibility to enter into
such forward contracts when it determines that to do so is in the best
interests of the Portfolio. The Portfolio's custodian bank will pledge any
asset, including equity securities and non-investment grade debt so long as the
asset is liquid, unencumbered and marked to market daily, in an amount not less
than the value of the Portfolio's total assets committed to forward foreign
currency exchange contracts entered into for the purchase of a foreign
currency. If the value of the securities pledged declines, additional cash or
securities will be added so that the pledged amount is not less than the amount
of the Portfolio's commitments with respect to such contracts. Generally, the
Portfolio does not enter into forward contracts with a term longer than one
year.

Foreign Currency Options. (Core Equity Portfolio) A foreign currency
option provides the option buyer with the right to buy or sell a stated amount
of foreign currency at the exercise price at a specified date or during the
option period. A call option gives its owner the right, but not the obligation,
to buy the currency, while a put option gives its owner the right, but not the
obligation, to sell the currency. The option seller (writer) is obligated to
fulfill the terms of the option sold if it is exercised. However, either seller
or buyer may close its position during the option period for such options any
time prior to expiration.

A call rises in value if the underlying currency appreciates. Conversely,
a put rises in value if the underlying currency depreciates. While purchasing a
foreign currency option can protect the Portfolio against an adverse movement
in the value of a foreign currency, it does not limit the gain which might
result from a favorable movement in the value of such currency. For example, if
the Portfolio were holding securities denominated in an appreciating foreign
currency and had purchased a foreign currency put to hedge against a decline in
the value of the currency, it would not have to exercise its put. Similarly, if
the Portfolio had entered into a contract to purchase a security denominated in
a foreign currency and had purchased a foreign currency call to hedge against a
rise in the value of the currency but instead the currency had depreciated in
value between the date of purchase and the settlement date, the Portfolio would
not have to exercise its call but could acquire in the spot market the amount
of foreign currency needed for settlement.

Foreign Currency Futures Transactions. (Core Equity Portfolio) The
Portfolio may use foreign currency futures contracts and options on such
futures contracts. Through the purchase or sale of such contracts, the
Portfolio may be able to achieve many of the same objectives attainable through
the use of foreign currency forward contracts, but more effectively and
possibly at a lower cost.

Unlike forward foreign currency exchange contracts, foreign currency
futures contracts and options on foreign currency futures contracts are
standardized as to amount and delivery period and are traded on boards of trade
and commodities exchanges. It is anticipated that such contracts may provide
greater liquidity and lower cost than forward foreign currency exchange
contracts.

Regulatory Restrictions. (Core Equity Portfolio) To the extent required to
comply with Securities and Exchange Commission Release No. IC-10666, when
purchasing a futures contract or writing a put option, the Portfolio will
maintain in a pledged account 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 value of such contracts.

The Portfolio may enter into futures contracts, provided that such
obligations represent no more than 20% of the Portfolio's net assets. Under the
Commodity Exchange Act, a Portfolio may enter into futures and options
transactions for hedging purposes with regard to the percentage of assets
committed to initial margin and option premiums and for other than hedging
purposes provided that assets committed to initial margin and option premiums
do not exceed 5% of a Portfolio's net assets. To the extent required by law,
the Portfolio will set aside cash and appropriate liquid assets in a pledged
account to cover its obligations related to futures contracts and options.

Derivative Investments. (Core Equity Portfolio) In order to hedge various
portfolio positions, including to hedge against price movements in markets in
which the Portfolio anticipates increasing its exposure, the Portfolio may
invest in certain instruments which may be characterized as derivative
investments. These investments include various types of interest rate
transactions, options and futures. Such investments also may consist of indexed
securities. Other of such investments have no express quantitative

10
<PAGE>

limitations, although they may be made solely for hedging purposes, not for
speculation, and may in some cases be limited as to the type of counter-party
permitted. Interest rate transactions involve the risk of an imperfect
correlation between the index used in the hedging transactions and that
pertaining to the securities which are the subject of such transactions.
Similarly, utilization of options and futures transactions involves the risk of
imperfect correlation in movements in the price of options and futures and
movements in the price of the securities or interest rates which are the
subject of the hedge. Investments in indexed securities, including inverse
securities, subject the Portfolio to the risks associated with changes in the
particular indices, which may include reduced or eliminated interest payments
and losses of invested principal.

INVESTMENT RESTRICTIONS

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 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.

Managed Bond, Enhanced Reserves and Growth Stock Portfolios Only
The following investment restrictions are fundamental policies of the Fund
with respect to all the above-named 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 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 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 Enhanced Reserves Portfolio 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
<PAGE>

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 33-1/3% 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.

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. 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.

Real Estate Equity Securities Portfolio Only
The following investment restrictions are fundamental policies of the Real
Estate Equity Securities 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;

(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

12
<PAGE>

(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.

Core Equity Portfolio Only

The following investment restrictions constitute fundamental policies of
the Core Equity Portfolio which may be changed only upon approval by the
holders of a majority of the outstanding shares of the Portfolio. The Portfolio
may not:

(1) With respect to 75% of its total assets, purchase the securities of any
issuer (other than securities issued or guaranteed by the U.S. government or
its agencies or instrumentalities) if, as a result, more than 5% of its total
assets would be invested in securities of that issuer.

(2) Purchase the securities of any one issuer if immediately after such
purchase the Portfolio would hold more than 10% of the outstanding voting
securities of that issuer.

(3) Borrow money except from a bank as a temporary measure to satisfy
redemption requests or for extraordinary or emergency purposes and then only in
an amount not exceeding 33-1/3% of the market value of the Portfolio's total
assets, so that immediately after any such borrowing asset coverage of at least
300% for all such borrowings exists. To secure any such borrowing, the
Portfolio may not mortgage, pledge, or hypothecate in excess of 33-1/3% of the
value of its total assets. The Portfolio will not purchase any security while
borrowings representing more than 5% of its total assets are outstanding.

(4) Act as an underwriter of securities issued by others.

(5) Purchase real estate, real estate mortgage loans, interests in real estate
limited partnerships, or interests in oil, gas or mineral exporation or
development programs or leases, provided that this limitation shall not
prohibit (i) the purchase of U.S. Government securities and other debt
securities secured by real estate or interests therein; (ii) the purchase of
marketable securities issued by companies or investment trusts that deal in
real estate or interests therein; or (iii) purchase of marketable securities
issued by companies or other entities or investment vehicles that engage in
businesses relating to the development, exploration, mining, processing or
distributing of oil, gas, or minerals.

(6) Engage in any short-selling operations (except by selling futures
contracts).

(7) Make loans to others, except for the lending of portfolio securities
pursuant to guidelines established by the Board of Trustees or in connection
with purchase of debt securities in accordance with the Portfolio's investment
objective and policies.

(8) Purchase warrants, valued at the lower of cost or market, in excess of 5%
of the value of the Portfolio's net assets. Included within that amount, but
not to exceed 2% of the value of the Portfolio's net assets, may be warrants
which are not listed on the New York or American Stock Exchanges. Warrants
acquired by the Portfolio at any time in units or attached to securities are
not subject to this restriction.

(9) Purchase securities on margin, except for such short-term credits as may be
necessary for the clearance of transactions, provided that the Portfolio may
make initial and variation margin payments in connection with purchases or
sales of futures contracts.

(10) Issue or sell any class of senior security as defined in the Investment
Company Act of 1940 except for notes or other evidences of indebtedness
permitted under investment restriction (3) and except to the extent that notes
evidencing temporary borrowings or the purchase of securities on a when-issued
or delayed delivery basis might be deemed such.

(11) Except in connection with a merger, consolidation, acquisition, or
reorganization, invest in the securities of other investment companies,
including investment companies advised by the Adviser, or any affiliates, if,
immediately after such purchase or acquisition, more than 10% of the value of
the Portfolio's total assets would be invested in such securities in the
aggregate, or more than 5% in any one such security.

(12) Purchase or retain securities of any issuer if, to the knowledge of the
Trust's management, those officers and Trustees of the Trust and of its
adviser, who each own beneficially more than 0.50% of the outstanding
securities of such issuer, together own beneficially more than 5% of such
securities.

(13) Invest in securities of an issuer which, together with any predecessor,
has been in operation for less than three years if, as a result, more than 5%
of the total assets of the Portfolio would then be invested in such securities.

13
<PAGE>

(14) Invest in the securities of any one issuer if, immediately after such
purchase, 25% or more of the Portfolio's total assets would be invested in the
securities of issuers having their principal business activities in the same
industry.

(15) Invest in securities which are not readily marketable or the disposition
of which is restricted under federal securities laws (collectively "illiquid
securities") if, as a result, more than 5% of the Portfolio's net assets would
be invested in illiquid securities.

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 Portfolio's
assets will not be considered a violation of the restriction with the exception
of the Portfolio's borrowing policy as described in restriction (3), above.

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/or as total return of any Portfolio.

Quotations of yield for the Managed Bond, Enhanced Reserves, and Real
Estate Equity 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, 1998

<TABLE>
<CAPTION>
Portfolio Class X Class Y
--------- ------- -------
<S> <C> <C>
Managed Bond --% --%
Enhanced Reserves --% --%
Real Estate Equity Securities --% --%
</TABLE>

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.

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 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.

14
<PAGE>

The manner in which total return will be calculated for public use is
described above. The following table contains total return figures involving
the Managed Bond and Growth Stock 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, 1998

<TABLE>
<CAPTION>
Periods Ended
------------------------------------------------
10 Years or
1 Year 5 Years Since Inception
------ ------- ---------------
<S> <C> <C> <C>
Core Equity
Class X N/A N/A (1)
Class Y N/A N/A (1)
Growth Stock
Class X 25.76 15.52 17.04
Class Y 25.46 15.23 16.75
Real Estate Equity Securities
Class X -- N/A (2)
Class Y -- N/A (2)
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)
</TABLE>

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

(1) Inception date 4/14/98
(2) Inception date 5/1/97
(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

15
<PAGE>

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.

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 Investment Partners,
Ltd. ("PXP"). DPIM is also a subsidiary of PXP. PXP 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.

16
<PAGE>

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.

As full compensation for the services and facilities furnished to the Real
Estate Equity Securities Portfolio, 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:

- --------------------------------------------------------------------------------
[FOR EDGAR PURPOSES ONLY: In the following table each symbol is abbreviated as
follows:]

[LT] = Less than
[LTE] = Less than or equal to
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Performance
Rolling One Year Portfolio Return vs. NAREIT Index Base Fee Adjustment Total Fee
-------------------------------------------------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C>
(NAREIT Index -.50%) [LT] Portfolio Return [LT] (NAREIT Index +.50%) .50% none .50%
(NAREIT Index +.50%) [LTE] Portfolio Return [LT] (NAREIT Index +.60%) .50% +0.005% .505%
(NAREIT Index +.60%) [LTE] Portfolio Return [LT] (NAREIT Index +.70%) .50% +0.01 % .51%
. . .
(NAREIT Index +2.40%)[LTE] Portfolio Return .50% +0.1 % .60%
(NAREIT Index -.60%) [LT] Portfolio Return [LTE] (NAREIT Index -.50%) .50% -0.005% .495%
(NAREIT Index -.70%) [LT] Portfolio Return [LTE] (NAREIT Index -.60%) .50% -0.01% .49%
. . .
Portfolio Return [LTE] (NAREIT Index -2.40%) .50% -0.10% .40%
</TABLE>

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.

For the years ended December 31, 1996, 1997 and 1998, the Growth Stock
Portfolio paid management fees to PIC in the amounts of $906,089, $515,459 and
$383,128, respectively. For the years ended December 31, 1996, 1997 and 1998,
the Managed Bond Portfolio paid management fees to PIC in the amounts of
$258,587, $352,253 and $421,814, respectively. For the years ended December 31,
1996, 1997 and 1998, the Enhanced Reserves Portfolio paid management fees to
DPIM in the amounts of $132,640, $211,566 and $142,030, respectively. For the
years ended December 31, 1997 and 1998, the Real Estate Equity Securities
Portfolio paid management fees to the Adviser in the amounts of $38,173 and
$79,971, respectively. For the year ended December 31, 1998, the Core Equity
Portfolio paid management fees to DPIM in the amount of $22,841.

SERVICES OF THE ADMINISTRATOR

Duff & Phelp Investment Management Co. (the "Administrator") serves as
administrator for the Real Estate Equity Securities 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, Duff & Phelps received
fees of $24,787 during the fiscal year ended December 31, 1998.

17
<PAGE>

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). 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, 1997 and 1998, the Fund paid
brokerage commissions totalling $515,900, $425,169 and $ , 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,

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<PAGE>

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 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.

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 ($250,000 for the Real Estate Equity Securities
Portfolio). 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 ($250,000 for the Real Estate Equity Securities Portfolio).
"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.

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 certain separate investment
accounts of Phoenix Home Life Mutual Insurance Company 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.

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. 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. 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:

Payment to
Purchase Amount Broker-Dealer
--------------- -------------
$0 to $5,000,000 0.50%
$5,000,001 to $10,000,000 0.25%
$10,000,001 or more 0.10%

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 training and educational meetings and provide to all
qualifying agents, from its own profits and resources, additional compensation

19
<PAGE>

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.

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
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.

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

20
<PAGE>

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 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.

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 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.

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<PAGE>

Checkwriting Privileges
Shareholders owning shares of the Enhanced Reserves 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 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 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 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").

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,

22
<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 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 "Tax Status of Distributions" 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. Equity Planning is
located at 100 Bright Meadow Boulevard, Enfield, Connecticut 06083-2200. 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.

From its own resources or pursuant to the Plan, and subject to the
dealers' prior approval, the Distributor may provide additional compensation to
registered representatives of dealers in the form of travel expenses, meals,
and lodging associated with training and educational meeetings sponsored by the
Distributor. The Distributor may also provide gifts amounting in value to less
than $100, and occasional meals or entertainment, to registered representatives
of dealers. Any such travel expenses, meals, lodging, gifts or entertainment
paid will not be preconditioned upon the registered representatives' or
dealers' achievement of a sales target. The Distributor may, from time to time,
reallow the entire portion of the sales charge on Class A shares which it
normally retains to individual selling dealers. However, such additional
reallowance generally will be made only when the selling daler commits to
substantial marketing support such as internal wholesaling through dedicated
personnel, internal communications and mass mailings.

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,
Leonard J. Saltiel and Thomas N. Steenburg, officers of the Fund, are officers
of Equity Planning.

Administrative Services
Equity Planning also acts as administrative agent of the Funds and as such
performs administrative, bookkeeping and pricing functions for the Funds. For
its services, Equity Planning will be paid a fee equal to the sum of (1) the
documented cost of fund

23
<PAGE>

accounting and related services provided by PFPC, Inc., as subagent, plus (2)
the documented cost to Equity Planning to provide financial reporting and tax
services and to oversee the subagent's performance. The current fee schedule of
PFPC, Inc. is based upon the average of the aggregate daily net asset values of
the Funds, at the following incremental annual rates.

First $200 million .085%
$200 million to $400 million .05%
$400 million to $600 million .03%
$600 million to $800 million .02%
$800 million to $1 billion .015%
Greater than $1 billion .0125%

Percentage rates are applied to the aggregate daily net asset values of
the Funds. PFPC, Inc. also charges minimum fees and additional fees for each
additional class of fund shares. Equity Planning retains PFPC, Inc. as subagent
for each of the funds for which Equity Planning serves as administrative agent.
PFPC, Inc. agreed to a modified fee structure and waived certain charges.
Because PFPC, Inc.'s arrangement would have favored smaller funds over larger
funds, Equity Planning reallocates PFPC, Inc.'s overall asset-based charges
among all funds for which it serves as administrative agent on the basis of the
relative net assets of each fund. As a result, the PFPC, Inc. charges to the
Fund are expected to be slightly less than the amount that would be found
through direct application of the table illustrated above. For its services
during the Fund's fiscal year ended December 31, 1998, Equity Planning received
$327,412.

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, 1998, the Portfolios paid Rule
12b-1 Fees in the amount of $69,527 of which Equity Planning received $1,257,
W.S. Griffith & Co., Inc., an affiliate, received $60,684 and unaffiliated
broker-dealers received $7,586. Of this amount: (1) $ represented
compensation to dealers; (2) $ represented compensation to sales and
shareholder services personnel; (3) $ covered advertising costs; (4)
$ was utilized for printing and mailing prospectuses to other than
current shareholders; (5) $ covered service costs and (6) $
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.

24
<PAGE>

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.

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.

<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Fund During the Past 5 Years
- -------------------------- ---------------- ----------------------------------------------------------------------
<S> <C> <C>
Robert Chesek (64) 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).

E. Virgil Conway (69) 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 (70) 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 (69) 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.
</TABLE>

25
<PAGE>

<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Fund During the Past 5 Years
- ---------------------------- --------------- ----------------------------------------------------------------------
<S> <C> <C>
William N. Georgeson (71) 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).

*Francis E. Jeffries (68) 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 Investment Partners, Ltd.

Leroy Keith, Jr. (60) 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 (52) Trustee and Chairman (1997-present), Director (1995-present), Vice Chairman
56 Prospect Street President (1995-1997) and Chief Executive Officer (1995-1997), Phoenix
Hartford, CT 06115 Investment Partners, Ltd. Director (1994-present) and Executive Vice
President, Investments (1988-present), Phoenix Home Life Mutual
Insurance Company. Director/Trustee and President, Phoenix Funds
(1989-present). Trustee and President, Phoenix-Aberdeen Series
Fund and Phoenix Duff & Phelps Institutional Mutual Funds (1996-
present). Director, Duff & Phelps Utilities Tax-Free Income Inc.
(1995-present) and Duff & Phelps Utility and Corporate Bond Trust
Inc. (1995-present). 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, PHL Associates, Inc.
(1995-present). Director (1992-present) and President (1992-1994),
W.S. Griffith & Co., Inc. Director, Townsend Financial Advisers, Inc.
(1992-present) Director/Trustee, the National Affiliated Investment
Companies (until 1993).
</TABLE>

26
<PAGE>

Everett L. Morris (70) 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).

*James M. Oates (52) Trustee Chairman, IBEX Capital Markets LLC (1997-present). Managing
Managing Director Director, Wydown Group (1994-present). Director, Phoenix
The Wydown Group Investment Partners, Ltd. (1995-present). Director/Trustee, Phoenix
IBEX Capital Markets LLC Funds (1987-present). Trustee, Phoenix-Aberdeen Series Fund and
60 State Street Phoenix Duff & Phelps Institutional Mutual Funds (1996-present).
Suite 950 Director, AIB Govett Funds (1991-present), Blue Cross and Blue
Boston, MA 02109 Shield of 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 (1998-present).
Member, Chief Executives Organization (1996-present). Director
(1984-1994), President (1984-1994) and Chief Executive Officer
(1986-1994), Neworld Bank.

Richard A. Pavia (68) Trustee Director (1981-1997), Chairman and Chief Executive Officer
7145 North Ionia (1989-1994), Speer Financial, Inc. Vice Chairman, Forest Preserve
Chicago, IL 60646 District, Cook County 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 (57) Trustee Director (1986-present), President (1993-present) and Executive
Phoenix Duff & Phelps Corporation Vice President (1992-1993), Phoenix Investment Partners, Ltd.
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. (70) 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).
Member, Directors Advisory Council, Phoenix Home Life Mutual
Insurance Company (1998-present). Director, Key Energy Group (oil
rig service) (1988-1994). Director/Trustee, the National Affiliated
Investment Companies (until 1993).
</TABLE>

27
<PAGE>

Richard E. Segerson (53) Trustee Managing Director, Northway Management Company (1998-present).
102 Valley Road Director/Trustee, Phoenix Funds, (1993-present). Trustee, Phoenix-
New Canaan, CT 06840 Aberdeen Series Fund and Phoenix Duff & Phelps Institutional
Mutual Funds (1996-present). Managing Director, Mullin Associates
(1993-1998). Vice President and General Manager, Coats & Clark,
Inc. (previously Total American, Inc.) (1991-1993). Director/Trustee,
the National Affiliated Investment Companies (1984-1993).

Lowell P. Weicker, Jr. (67) 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 (41) Executive Director and Executive Vice President--Investments. Phoenix
Vice Investment Partners, Ltd. (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).

James D. Wehr (41) 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).

Marvin E. Flewellen (35) 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
</TABLE>

28
<PAGE>

<TABLE>
<CAPTION>
Positions Held Principal Occupations
Name, Address and Age With the Fund During the Past 5 Years
- --------------------------- --------------- -----------------------------------------------------------------------
<S> <C> <C>
John D. Kattar (43) 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 R. Moyer (54) Vice Senior Vice President and Chief Financial Officer, Phoenix
100 Bright Meadow Blvd. President Investment Partners, Ltd. (1995-present). Director (1998-present),
P.O. Box 2200 Senior Vice President (1990-present), Chief Financial Officer
Enfield, CT 06083-2200 (1996-present), 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).

Diane L. Mustain (39) Vice Executive Vice President (1996-present), Senior Vice President
President (1995-1996), Duff & Phelps Investment Management Co. Vice
President, Phoenix Duff & Phelps Institutional Mutual Funds
(1998-present), Phoenix Equity Series Funds (1997-present), and
Duff & Phelps Investment Management Company (1993-1995).

Leonard J. Saltiel (45) 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).

Christopher J. Saner (38) Vice Managing Director, Fixed Income, Phoenix Investment Counsel, Inc.
President (1997-present). Vice President, Phoenix Duff & Phelps Institutional
Mutual Funds (1998-present) and Phoenix Series Fund
(1998-present). Director Corporate Portfolio Management, Phoenix
Home Life Mutual Insurance Company (1992-1997).

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 Investment Partners, Ltd. (1994-present).
Senior Vice President, Phoenix Realty Securities, Inc. (1997-present).
</TABLE>

29
<PAGE>

Pierre G. Trinque (43) 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.

Nancy G. Curtiss (46) 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).

G. Jeffrey Bohne (51) 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). Clerk, Phoenix
Investment Counsel, (1995-present).
</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.

For services rendered to the Fund during the period ended December 31,
1998, the Trustees received an aggregate of $ 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:

<TABLE>
<CAPTION>
COMPENSATION TABLE
Total
Compensation
Pension or From Fund and
Aggregate Retirement Benefits Estimated Fund Complex
Compensation Accrued as Part Annual Benefits (4 Funds)
Name From Fund of Fund Expenses Upon Retirement Paid to Trustees
- ----------------------- -------------- --------------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Robert Chesek * None None $60,000
E. Virgil Conway+ None None $79,500
William W. Crawford * None None
Harry Dalzell-Payne+ None None $71,250
William N. Georgeson None None
Francis E. Jeffries * None None $60,000
Leroy Keith, Jr None None $62,500
Philip R. McLoughlin+ None None $ 0
Eileen A. Moran None None
Everett L. Morris+ None None $69,500
James M. Oates+ None None $68,750
Richard A. Pavia * None None
Calvin J. Pedersen None None $ 0
</TABLE>

30
<PAGE>

<TABLE>
<CAPTION>
Total
Compensation
Pension or From Fund and
Aggregate Retirement Benefits Estimated Fund Complex
Compensation Accrued as Part Annual Benefits (4 Funds)
Name From Fund of Fund Expenses Upon Retirement Paid to Trustees
- ----------------------- -------------- --------------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Herbert Roth, Jr+ None None $81,250
Richard E. Segerson * None None $70,750
Lowell P. Weicker, Jr None None $70,000
</TABLE>

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

*This compensation (and the earnings thereon) will be deferred pursuant to the
Directors' Deferred Compensation Plan. At December 31, 1998, 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 $ , $ , $ , $ and $ ,
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 , 1999, 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 , 1999 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 Managed Bond
Plumbers Local No. 24
Surety Fund
ATTN: Glen D. Schaffer (Admin.)
830 Bear Tavern Rd., CNO1028
West Trenton, NJ 08628-1020

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

Charles Quimby
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
Chairman Investment Committee
Childrens Fund of Connecticut Inc.
20 Meadow Crossing
Simsbury, CT 06070-1007

First Union National Bank TTEE
FBO Plumbers Local 690
DTD 3/6/98 A/C 1546001698
ATTN: Mutual Funds
1525 West Wt. Harris Blvd.
Charlotte, NC 28262-8522
</TABLE>

31
<PAGE>

<TABLE>
<CAPTION>
Name of Shareholder Class Number of Shares Percent of Class
- ------------------------------------------------- ------- ------------------ -----------------
<S> <C> <C> <C>
KCB Services & Company
FBO St. Joseph Hospital
Employees Pension Plan
c/o Quads Trust Company
P.O. Box 4310
Frederick, MD 21705-4310

N. Charles Thomas TTEE
Christian Methodist Episcopal
Church Ret Plan & Trust Dtd 1/1/70
P.O. Box 74
Memphis, TN 38101-0074

Lorena Greenwood TTEE
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
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
Howard Miller/Herman
Defined Benefit Pension Plan
860 E. Main Ave.
Zeeland, MI 49464-1300

Patrick Defelice
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
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
FBO Elizabeth Carbide Die Co. Inc.
c/o Quads Trust Company
P.O. Box 4310
Frederick, MD 21705-4310

Lee Morris TTEE
Robert E. Morris Retirement Plans
17 Talcott N. Rd.
Farmington, CT 06034
</TABLE>

32
<PAGE>

<TABLE>
<CAPTION>
Name of Shareholder Class Number of Shares Percent of Class
- ------------------------------------------- ------- ------------------ -----------------
<S> <C> <C> <C>
KCB Services & Company
FBO St. Joseph Hospital
Employees Pension Plan
c/o Quads Trust Company
P.O. Box 4310
Frederick, MD 21705-4310

Ralph A. Toran
Bryan E. Carlson TTEE
Mount Ida College
Retirement Plan U/A/D 10/1/63
777 Dedham St.
Newton Centre, MA 02159-3323

N. Charles Thomas TTEE
Christian Methodist Episcopal
Church Ret. Plan & Trust Dtd 1/1/70
P.O. Box 74
Memphis, TN 38101-0074

David Yoder
William O. Clarkin TTEEs
Apco Industries Inc. PSP
777 Michigan Ave.
Columbus, OH 43215-1177

Institutional Enhanced Reserves Portfolio

Charles Londo
David Thompson
Glen Grosteffon TTEEs
Monroe County Employees Ret Syst
125 E. 2nd St.
Monroe, MI 48161-2110

Massachusetts Bay Transportation Authority
Authority Retirement Fund
99 Summer St., Ste. 1700
Boston, MA 02110-1200

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

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

CENCO
FBO Herman Hospital
c/o Compass Bank
P.O. Box 10566
Birmingham, AL 35296-0001
</TABLE>

33
<PAGE>

<TABLE>
<CAPTION>
Name of Shareholder Class Number of Shares Percent of Class
- ---------------------------------------------------- ------- ------------------ -----------------
<S> <C> <C> <C>
PaineWebber for the Benefit of
Christian Homes for Children
Account #3
c/o Edward Dominguez
275 State St.
Hackensack, NJ 07601-5512

Phoenix Real Estate Equity Securities Portfolio

City of Erie Aggregate Pension Fund--Police Fund
#940-RP
626 State St., Room 302
Erie, PA 16501-1148

City of Erie Aggregate Pension Fund--Officers &
Employees
#940-ROE
626 State St., Room 302
Erie, PA 16501-1148

City of Erie Aggregate Pension Fund--Firemens Fund
#940-RF
626 State St., Ste. 302
Erie, PA 16501-1148

Phoenix Charter Oak Tr. Co. TTEE
Phoenix Home Life Empl Pen Plan
One American Row
Hartford, CT 06103-2833

Phoenix Home Life
56 Prospect St.
Hartford, CT 06103-2818

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

Core Equity Portfolio
[TO COME]
</TABLE>

34
<PAGE>

ADDITIONAL INFORMATION

Capital Stock
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.

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 Managed Bond and Growth Stock Portfolios
existed as the Managed Bond Account (Separate Account P) and Growth Stock
Account (Separate Account S), 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.

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.

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

35
<PAGE>

Report 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 Core Equity, Enhanced Reserves and Real Estate Equity Securities
Portfolios' 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 Managed Bond and Growth
Stock Portfolios. Equity Planning acts as Transfer Agent for the Fund (the
"Transfer Agent").

36
<PAGE>

APPENDIX

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.

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.

37
<PAGE>

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>
<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>

<PAGE>

PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS

PART C--OTHER INFORMATION

Item 23. Exhibits

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

C-1
<PAGE>

<TABLE>
<S> <C>
i.3. Opinion of Counsel (covering the Core Equity Portfolio) filed via Edgar as Exhibit (10)(c) with Post-
Effective Amendment No. 8 on March 30, 1998 and incorporated herein by reference.
j. Consent of Independent Accountants.
k. None
l. Initial Capitalization Agreement, filed via Edgar as Exhibit (13) with Pre-Effective Amendment No. 1 on
February 2, 1996 and incorporated herein by reference.
m.1. Amended and Restated Rule 12b-1 Distribution Plan for Class Y Shares, filed via Edgar as Exhibit (15)
with Post-Effective Amendment No. 6 on September 30, 1997 and incorporated herein by reference.
n. Financial Data Schedules reflected on Edgar as Exhibit 27.
o. Amended and Restated Rule 18f-3 Dual Distribution Plan filed via Edgar as Exhibit (18) with Post-
Effective Amendment No. 5 on April 28, 1997 and incorporated herein by reference.
p.* Powers of Attorney filed via Edgar with Post-Effective Amendment No. 10 on February __, 1998.
</TABLE>

- -----------
*Filed herewith.

Item 24. Persons Controlled by or Under Common Control with the Fund.

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 Fund.

Item 25. 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.

Item 26. Business and Other Connections of Investment Adviser.

See "Management of the Fund" in the Prospectus 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) and 801-14813 (DPIM)) filed under the Investment Advisers Act of
1940, incorporated herein by reference.

Item 27. Principal Underwriter.

(a) Equity Planning also serves as the principal underwriter for the following
other registrants:
Phoenix-Aberdeen Series Fund, Phoenix-Aberdeen Worldwide Opportunities
Fund, Phoenix California Tax Exempt Bonds, Inc., Phoenix-Engemann Funds,
Phoenix Equity Series Fund, Phoenix Income and Growth Fund, Phoenix
Investment Trust 97, Phoenix Multi-Portfolio Fund, Phoenix Multi-Sector
Fixed Income Fund, Inc., Phoenix Multi-Sector Short Term Bond Fund,
Phoenix Series Fund, Phoenix Strategic Allocation Fund, Inc., Phoenix
Strategic Equity Series Fund, Phoenix-Seneca Funds, 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.

C-2
<PAGE>

(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

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

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

Jacqueline M. Porter Assistant Vice President, Assistant Treasurer
56 Prospect Street Financial Reporting
P.O. Box 150480
Hartford, CT 06115-0480
</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 28. 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.

C-3
<PAGE>

Item 29. Management Services.

None.

Item 30. Undertakings.
Not applicable.

C-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant duly caused this amendment to
its registration statement to be signed on its behalf by the undersigned, duly
authorized, in the City of Hartford, and State of Connecticut on the 26th day
of February, 1999.

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 26th day of February, 1999.

Signature Title
--------- -----
<S> <C>

- ----------------------------
Robert Chesek* Trustee

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

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

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

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

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

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

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

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

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

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

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

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

S-1
<PAGE>

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>

- ----------------------------
Calvin J. Pedersen* Trustee

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

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

- ----------------------------
Lowell P. Weicker, Jr.* Trustee

</TABLE>

By: /s/ Philip R. McLoughlin
-------------------------

* Philip R. McLoughlin pursuant to powers of attorney.

S-2

PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS

Fourth 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, February 18, 1997
and March 3, 1998, (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 26, 1998, 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
and for the purpose of curing ARTICLE III Section 2(d) which is internally
ambiguous and inconsistent with ARTICLE III Section 2(h) and for the further
purpose of abolishing three (3) Series of Shares denominated "Phoenix Duff &
Phelps Institutional Mutual Funds U.S. Government Securities Portfolio",
"Phoenix Duff & Phelps Institutional Money Market Portfolio", and "Phoenix Duff
& Phelps Institutional Balanced Portfolio" unanimously voted to amend said Trust
effective on October 28, 1998 as follows:

1. by deleting in Section 2(d) of Article III the words "subject to the
approval of a Vote of a Majority of the Outstanding Voting Securities of
that Series." and

2. by deleting the first paragraph of Section 3 of Article III 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 five
Series are hereby established and designated: "Phoenix Core Equity
Portfolio", "Phoenix Duff & Phelps Institutional Enhanced Reserves
Portfolio", "Phoenix Institutional Growth Stock Portfolio", "Phoenix
Duff & Phelps Institutional Managed Bond Portfolio", and "Phoenix Real
Estate Equity Securities Portfolio".

IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of November, 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, 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 of the
Office of the Secretary of the Commonwealth of Massachusetts.

IN WITNESS WHEREOF, we have hereunto subscribed this Delegation and Power of
Attorney this 26th day of August 1998.

/s/ Robert Chesek /s/ William 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.

/s/ Harry Dalzell-Payne /s/ Eileen A. Moran
- ------------------------------ ----------------------------------
Harry Dalzell-Payne Eileen A. Moran

<PAGE>

DELEGATION AND POWER OF ATTORNEY
August 26, 1998

/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

POWER OF ATTORNEY

I, the undersigned officer of the below-named mutual funds, hereby
constitute and appoint Philip R. McLoughlin and Thomas N. Steenburg, or either
of them as my true and lawful attorneys and agents with full power to sign for
me in the capacity indicated below, any or all Registration Statements or
amendments thereto filed with the Securities and Exchange Commission under the
Securities Act of 1933 and/or the Investment Company Act of 1940 relating to
each of said mutual funds, and hereby ratify and confirm my signature as it may
be signed by said attorneys and agents.

Phoenix-Aberdeen Series Fund
Phoenix California Tax Exempt Bonds, Inc.
Phoenix Duff & Phelps Institutional Mutual Funds
The Phoenix Edge Series Fund
Phoenix Equity Series Fund
Phoenix Income and Growth Fund
Phoenix Investment Trust 97
Phoenix Multi-Portfolio Fund
Phoenix Multi-Sector Fixed Income Fund, Inc.
Phoenix Multi-Sector Short Term Bond Fund
Phoenix Series Fund
Phoenix Strategic Allocation Fund, Inc.
Phoenix Strategic Equity Series Fund
Phoenix Worldwide Opportunities Fund

I hereby declare that a photostatic, xerographic or other similar copy
of this original instrument shall be as effective as the original.

I hereby further revoke any and all powers of attorney previously given
by me with respect to the above-named mutual funds, provided that this
revocation shall not affect the exercise of such powers prior to the date
hereof.