PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS, DEFS14A, 2000-08-22

PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
DEFS14A, 2000-08-22

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or
ss. 240.14a-12

PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
---------------------------------------------------------------------

(Name of Registrant as Specified in its Charter)
Pamela S. Sinofsky
c/o Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: ___________

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and
the date of its filing.

1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:

<PAGE>

Phoenix Equity Planning Corporation 101 Munson Street Toll Free 800 814-1897
PO Box 88
Greenfield, MA 01301

[LOGO] PHOENIX
INVESTMENT PARTNERS, LTD.

August 25, 2000

Dear Institutional Investor:

We are pleased to enclose the proxy statement for the October 12, 2000 special
shareholders' meeting being held for the Phoenix Duff & Phelps Institutional
Mutual Fund Growth Stock and Managed Bond of your Portfolios. Please take the
time to read the proxy statement and cast your vote, because the changes are
important to you as a shareholder.

We are asking shareholders to approve a tax-free reorganization of each
Portfolio into a series of a Delaware business trust and to approve changes to
each Portfolio's fundamental investment restrictions. This is part of our effort
to integrate all of our mutual funds by adopting a single business form,
domicile, form of charter and set of fundamental investment restrictions. The
reorganization will not change the investment objective, investment adviser or
portfolio management team for each Portfolio, and the value of your investment
immediately after the reorganization will be the same as it was immediately
before the reorganization. We do not presently anticipate that these changes
will have any material impact on the investment techniques already utilized for
each Portfolio.

Your Board of Trustees believes that the proposed reorganization and changes
in the fundamental investment restrictions are in the best interests of
shareholders. The Board of Trustees has unanimously recommended that
shareholders for each of the Portfolios vote for the reorganization and changes
in the fundamental investment restrictions. Should you have any questions,
please feel free to call us at 1(800) 814-1897. We will be happy to answer any
questions you may have.

I URGE EACH SHAREHOLDER TO PROMPTLY MARK, SIGN AND RETURN THE ENCLOSED PROXY.

Sincerely,

/s/ Philip R. McLoughlin
Philip R. McLoughlin
President
PDP Institutional Mutual Funds

This letter has been prepared solely for the information of existing
shareholders. This letter is not authorized for distribution to
prospective investors.

Mutual funds distributed by Phoenix Equity Planning Corporation.

<PAGE>

PHOENIX DUFF & PHELPS INSTITUTIONAL GROWTH STOCK PORTFOLIO
PHOENIX DUFF & PHELPS INSTITUTIONAL MANAGED BOND PORTFOLIO

EACH A SERIES OF
PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS

101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
1 (800) 814-1897
--------------------

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 12, 2000

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

To the Shareholders:

Phoenix Duff & Phelps Institutional Mutual Funds, a Massachusetts business
trust (the "Fund"), will hold a special meeting of shareholders of Phoenix Duff
& Phelps Institutional Growth Stock Portfolio and Phoenix Duff & Phelps
Institutional Managed Bond Portfolio (collectively, the "Portfolios," and each
individually, a "Portfolio") at the offices of the Fund, 101 Munson Street,
Greenfield, Massachusetts 01301 on October 12, 2000 at 2:00 p.m., local time,
for the following purposes:

1. To consider and act upon a proposal to approve an Agreement and Plan
of Reorganization which provides for the reorganization of the Fund
into a Delaware business trust.

2. To amend the fundamental investment restriction of each Portfolio
regarding diversification.

3. To amend the fundamental investment restriction of each Portfolio
regarding concentration.

4. To amend the fundamental investment restriction of each Portfolio
regarding borrowing.

5. To amend the fundamental investment restriction of each Portfolio
regarding the issuance of senior securities.

6. To amend the fundamental investment restriction of each Portfolio
regarding underwriting.

7. To amend the fundamental investment restriction of each Portfolio
regarding investing in real estate.

8. To amend the fundamental investment restriction of each Portfolio
regarding investing in commodities.

9. To amend the fundamental investment restriction of each Portfolio
regarding lending.

10. To eliminate the fundamental investment restriction of each Portfolio
regarding joint trading.

11. To eliminate the fundamental investment restriction of each Portfolio
regarding pledging of assets.

12. To eliminate the fundamental investment restriction of each Portfolio
regarding short sales.

13. To eliminate the fundamental investment restriction of each Portfolio
regarding the purchase of securities on margin.

14. To eliminate the fundamental investment restriction of each Portfolio
regarding officer or trustee ownership of securities.

15. To eliminate the fundamental investment restriction of each Portfolio
regarding investments in warrants or rights.

16. To eliminate the fundamental investment restriction of each Portfolio
regarding investing in companies for the purpose of exercising control
or management.

17. To eliminate the fundamental investment restriction of each Portfolio
regarding investments in oil, gas or other mineral leases.

<PAGE>

18. To eliminate the fundamental investment restriction of each Portfolio
regarding investing and writing puts, calls, straddles and any
combination thereof.

19. To eliminate the fundamental investment restriction of each Portfolio
regarding purchases of illiquid securities.

20. To eliminate the fundamental investment restriction of each Portfolio
regarding securities lending.

21. To consider and act upon any other business as may properly come before
the meeting and any adjournments thereof.

You are entitled to vote at the meeting and any adjournment(s) thereof if you
owned shares of either of the Portfolios at the close of business on August 14,
2000.

Whether or not you plan to attend the meeting in person, please vote your
shares. As a convenience to our shareholders, you may now vote in any one of the
following ways:

o By telephone, with a toll-free call to the number listed on the enclosed
proxy card and following recorded instructions;

o By mail, with the enclosed proxy card and postage-paid envelope; or

o In person at the meeting.

We encourage you to vote by telephone, using the control number that
appears on your enclosed proxy card. Use of telephone voting will reduce the
time and costs associated with this proxy solicitation. Whichever method you
choose, please read the enclosed proxy statement carefully before you vote.

PLEASE RESPOND - WE ASK THAT YOU VOTE PROMPTLY IN ORDER TO
AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.
YOUR VOTE IS IMPORTANT.

By Order of the Board of Trustees
of Phoenix Duff & Phelps Institutional Mutual Funds,

G. JEFFREY BOHNE
Secretary

<PAGE>

PHOENIX DUFF & PHELPS INSTITUTIONAL GROWTH STOCK PORTFOLIO
PHOENIX DUFF & PHELPS INSTITUTIONAL MANAGED BOND PORTFOLIO

EACH A SERIES OF
PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS

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

PROXY STATEMENT
--------------------

MEETING OF SHAREHOLDERS

This proxy statement is being furnished in connection with the solicitation by
the Board of Trustees of Phoenix Duff & Phelps Institutional Mutual Funds (the
"Fund") of proxies to be used at a meeting of the shareholders of Phoenix Duff &
Phelps Institutional Growth Stock Portfolio and Phoenix Duff & Phelps
Institutional Managed Bond Portfolio (collectively, the "Portfolios," and each
individually, a "Portfolio") and at any adjournment(s) thereof. The meeting will
be held at the offices of the Fund, 101 Munson Street, Greenfield, Massachusetts
01301 on October 12, 2000 at 2:00 p.m., local time.

The purposes of the meeting are to consider a plan to reorganize the Fund
from a Massachusetts business trust into a new Delaware business trust (the
"Delaware Trust") and to consider changes to the fundamental investment
restrictions of each Portfolio. In the reorganization, each of the Portfolios
will become a series of the Delaware Trust. To accomplish the reorganization,
the Delaware Trust has been formed and new series (the "New Portfolios") will be
established as series of the Delaware Trust. Each New Portfolio will have the
same classes of shares as the classes of the corresponding existing Portfolio. A
form of the Agreement and Plan of Reorganization is attached as Appendix A.

The proposed investment restriction changes will not change the investment
objective or principal investment strategy of either Portfolio. The
reorganization will not change the name, investment objective or principal
investment strategy, investment adviser, independent accountant, or fiscal year
of either of the Portfolios. Each shareholder will own the same number of shares
of their New Portfolio immediately after the reorganization as the number of
Portfolio shares owned by the shareholder on the closing of the reorganization.
Each New Portfolio will offer the same shareholder services as its predecessor
Portfolio.

This Proxy Statement and the enclosed form of proxy are first being mailed to
shareholders on or about August 25, 2000.

VOTING INFORMATION
Shareholders of record of the Portfolios at the close of business on August
14, 2000 will be entitled to vote at the meeting or at any adjournments thereof.
As of the record date, there were issued and outstanding 1,823,581.873 shares of
Phoenix Duff & Phelps Institutional Growth Stock Portfolio and 3,742,271.557
shares of Phoenix Duff & Phelps Institutional Managed Bond Portfolio.

Shareholders are entitled to one vote for each share held and a proportionate
vote for each fractional share held. Shareholders of each Portfolio will vote
separately on each proposal. The holders of a majority of the outstanding shares
of each Portfolio entitled to vote shall constitute a quorum for the meeting for
that Portfolio, but any lesser number shall be sufficient for adjournments. A
quorum being present, the approval of each proposal by the shareholders of each
Portfolio requires the vote of the lesser of (i) 67% or more of the eligible
votes of the Portfolio present at the meeting if more than 50% of the eligible
votes of the Portfolio are present in person or by proxy or (ii) more than 50%
of the eligible votes of the Portfolio. The reorganization will not take
place unless each Portfolio of the Fund separately approves the reorganization
proposal. If the reorganization is not approved by all of the Portfolios of the
Fund, the Fund will continue as a Massachusetts business trust and the Board of
Trustees of the Fund may consider other alternatives that it views as being in
the best interests of the shareholders of the Portfolios. For purposes of this
proxy statement, the Investment Company Act of 1940, as amended (the "1940 Act")
includes rules and regulations of the Securities and Exchange

<PAGE>

Commission ("SEC") issued under that Act. If shareholders of a Portfolio do not
approve the proposed change to a fundamental investment restriction, the
existing restriction will remain in effect for that Portfolio only.

For purposes of determining the presence of a quorum for transacting
business at the meeting and for determining whether sufficient votes have been
received for approval of the proposals to be acted upon at the meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present at the meeting, but which have not been
voted. For this reason, abstentions and broker non-votes will assist a Portfolio
in obtaining a quorum, but both have the practical effect of a "no" vote for
purposes of obtaining the requisite vote for approval of the proposals.

If either (a) a quorum is not present at the meeting or (b) a quorum is
present but sufficient votes in favor of any one or more of the proposals have
not been obtained, then the persons named as proxies may propose one or more
adjournments of the meeting without further notice to shareholders to permit
further solicitation of proxies provided such persons determine, after
consideration of all relevant factors, including the nature of the proposals,
the percentage of votes then cast, the percentage of negative votes then cast,
the nature of the proposed solicitation activities and the nature of the reasons
for such further solicitation, that an adjournment and additional solicitation
is reasonable and in the interests of shareholders. When voting on a proposed
adjournment, the persons named as proxies will vote for the proposed adjournment
all shares that they are entitled to vote with respect to each proposal, unless
directed to vote against the proposal, in which case such shares will be voted
against the proposed adjournment with respect to that proposal.

If the meeting is adjourned to another time or place, notice need not be given
of the adjourned meeting at which the adjournment is taken, unless a new record
date of the adjourned meeting is fixed. At any adjourned meeting, the Fund may
transact any business which might have been transacted at the original meeting.

The individuals named as proxies on the enclosed proxy card will vote in
accordance with the shareholder's direction, as indicated thereon, if the proxy
card is received and is properly executed. If the shareholder properly executes
a proxy and gives no voting instructions with respect to a proposal, the shares
will be voted in favor of such proposal. The proxies, in their discretion, may
vote upon such other matters as may properly come before the meeting. The Board
of Trustees of the Fund is not aware of any other matters to come before the
meeting.

REVOCATION OF PROXIES
Any shareholder who has given a proxy has the right to revoke the proxy any
time prior to its exercise:

o by written notice of the proxy's revocation to the Secretary of the Fund
at the above address prior to the meeting;

o by the subsequent execution and return of another proxy prior to the
meeting;

o by submitting a subsequent telephone vote; or

o by being present and voting in person at the meeting and giving oral
notice of revocation to the Chairman of the meeting.

SOLICITATION OF PROXIES
In addition to the solicitation of proxies by mail, officers and employees of
Phoenix Investment Partners, Ltd. or its affiliates, may solicit proxies
personally or by telephone or telegram. The Fund may also use one or more proxy
solicitation firms to assist with the mailing and tabulation effort and any
special personal solicitation of proxies. Banks, brokers, fiduciaries and
nominees will, upon request, be reimbursed by the Portfolios for their
reasonable expenses in sending proxy material to beneficial owners of shares of
the Portfolios. The cost of the solicitation of proxies will be borne by the
Portfolios. Certain solicitation costs will be directly attributable to the
Portfolios or to one or more other Phoenix mutual funds soliciting shareholder
approval at about the same time while other expenses of solicitation will not be
directly attributable to any specific Phoenix mutual fund. Solicitation costs
that are directly attributable to a particular Phoenix mutual fund will be borne
by that mutual fund. All other solicitation expenses will be allocated pro rata
based on the number of shareholder accounts of each Phoenix mutual fund. D.F.
King and Co., Inc., a proxy solicitation firm, has been engaged by the Fund to
act as solicitor and will receive fees estimated at $8,000.00, plus
reimbursement of out-of-pocket expenses. The agreement with D.F. King provides
that D.F. King will perform various proxy solicitation services in connection
with the meeting, such as contacting shareholders and providing information with
respect to matters to be considered at the meeting.

2
<PAGE>

If a shareholder wishes to participate in the meeting, but does not wish to
authorize the execution of a proxy by telephone, the shareholder may still
submit the proxy form included with this proxy statement or attend the meeting
in person.

SHARES OWNED BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of July 25, 2000 with respect to
each person who owns of record or is known by the Fund to own of record or
beneficially own 5% or more of any class of any of the Portfolios:
<TABLE>
<CAPTION>

NAME OF SHAREHOLDER PORTFOLIO AND CLASS PERCENTAGE OF THE CLASS NUMBER OF SHARES
------------------- ------------------- ----------------------- ----------------
<S> <C> <C>
Howard Miller Clock Co. TTEE Growth Stock Class X 27.18% 323,554.081
Howard Miller/Hekman Defined
Benefit Pension Plan
860 E Main Avenue
Zeeland, MI 49464-1300

Kenneth H. Huntoon Growth Stock Class X 5.49% 65,327.814
Deborah A. Schoultz
James M. Aiken TTEES
Fibre-Metal Products Co. PSP
P.O. Box 248
Concordville, PA 19221-0248

KCB Services & Company Growth Stock Class X 5.96% 70,967.038
Grand Haven Brass Foundry Division of
JSJ Corp. Bargaining Empl. Pension Pl.
C/O Quads Trust Company
P.O. Box 4310
Frederick, MD 21705-4310

Joseph L. Romain Growth Stock Class X 8.27% 98,494.719
Nancy G. Atkinson TTEE
Romain Management Investment &
Insurance Inc. Target Ben Pen Plan
18141 West 13 Mile Road Ste. A-2
Southfield, MI 48076-1113

Bernhard Klingenberg Growth Stock Class X 5.07% 60,410.946
Ronald J. Steenken TTEEs
Willett Hoffmann & Associates
Pension Plan
809 East 2nd Street
Dixon, IL 61021-3275

KCB Services & Company Growth Stock Class X 9.40% 111,858.974
FBO Elizabeth Carbide Die Co., Inc.
C/O Quads Trust Company
P.O. Box 4310
Frederick, MD 21705-4310

KCB Services & Company Growth Stock Class Y 37.28% 235,773.455
FOB St. Joseph Hospital
Employees Pension Plan
C/O Quads Trust Company
P.O. Box 4310
Frederick, MD 21705-4310
</TABLE>
3
<PAGE>

<TABLE>
<CAPTION>
NAME OF SHAREHOLDER PORTFOLIO AND CLASS PERCENTAGE OF THE CLASS NUMBER OF SHARES
------------------- ------------------- ----------------------- ----------------
<S> <C> <C>

Ralph A. Toran or Growth Stock Class Y 8.62% 54,513.143
Bryan E. Carlson TTEE
Mount IDA College Retirement Plan
777 Dedham Street
Newton Centre, MA 02459-3323

N. Charles Tomas TTEE Growth Stock Class Y 43.74% 276,650.675
Christian Methodist Episcopal
Church Ret Plan & Trust DTD 1/1/70
P.O. Box 74
Memphis, TN 38101-0074

Charles Quimby Eric K. Whinston TTES Managed Bond Class X 9.96% 335,192.824
Re-Solve Stie Tr Fund
C/O Mintz Levin Cohn Ferris Glovsky
& Popeo PC Attn: Michael P. Last
One Financial Center
Boston, MA 02111-2621

Sharon P. Saganey TTEE Managed Bond Class X 6.76% 227,407.289
Painters & Allied Trades District
Counsel No. 35 Pension Fund
Defined Benefit Plan
25 Colgate Road, Ste. 204
Roslindale, MA 02131-1123

Fleet National Bank TTEE Managed Bond Class X 5.14% 172,921.654
FBO Conn Children's Medical Center
Attn: A/C 0006376910
P.O. Box 92800
Rochester, NY 14692-8900

Henry Katz Chairman Managed Bond Class X 9.32% 313,644.474
Investment Committee
Children's Fund of Connecticut, Inc.
20 Meadow Crossing
Simsbury, CT 06070-1007

Sharon P. Saganey TTEE Managed Bond Class X 9.06% 304,827.408
Painters & Allied Trades District
Counsel No. 35 Health Fund
Defined Benefit Plan
25 Colgate Road, Ste. 204
Roslindale, MA 02131-1123

Glenn D. Shaffer TTEE Managed Bond Class X 5.20% 175,014.569
Plumbers & Pipefitters Local
Union No. 9 Pension Fund
I E Shaffer & Co
P.O. Box 1028, 830 Bear Tavern Road
West Trenton, NJ 08628-0230

Glenn D. Shaffer TTEE Managed Bond Class X 8.78% 295,601.362
Plumbers & Pipefitters Local
Union No. 9 Pension Fund
I E Shaffer & Co
P.O. Box 1028, 830 Bear Tavern Road
West Trenton, NJ 08628-0230
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NAME OF SHAREHOLDER PORTFOLIO AND CLASS PERCENTAGE OF THE CLASS NUMBER OF SHARES
------------------- ------------------- ----------------------- ----------------
<S> <C> <C> <C>
Phoenix Charter Oak Trust Co. Managed Bond Class X 7.16% 240,986.017
38 Prospect Street
Hartford, CT 06103-2814

John F. McLellan TTEE Managed Bond Class X 10.46% 351,982.349
Plymouth County Contributory
Retirement System
11 South Russell Street
Plymouth, MA 02360-3909

First Union National Bank Invest Managed Bond Class X 5.39% 181,322.904
Counsel for Plumbers Local 690
CMG NC1151
1525 West WT Harris Blvd.
Charlotte, NC 28262-8522

KCB Services & Company Managed Bond Class Y 37.22% 76,783.968
FBO St. Joseph Hospital
Employees Pension Plan
C/O Quads Trust Company
P.O. Box 4310
Frederick, MD 21705-4310

N. Charles Thomas TTEE Managed Bond Class Y 56.92% 117,406.090
Christian Methodist Episcopal
Church Ret. Plan & Trust
P.O. Box 74
Memphis, TN 38101-0074
</TABLE>

On July 25, 2000, the Trustees and officers as a group owned beneficially less
than one percent of the Fund's outstanding shares.

A COPY OF THE FUND'S MOST RECENT ANNUAL AND SEMIANNUAL REPORTS WILL BE
FURNISHED, WITHOUT CHARGE, TO ANY SHAREHOLDER UPON REQUEST TO PHOENIX EQUITY
PLANNING CORPORATION, 100 BRIGHT MEADOW BOULEVARD, P.O. BOX 2200, ENFIELD,
CONNECTICUT 06083-2200. SHAREHOLDERS MAY ALSO CALL PHOENIX EQUITY PLANNING
CORPORATION TOLL-FREE AT (800) 814-1897.

PROPOSAL 1

TO REORGANIZE THE FUND AS A DELAWARE BUSINESS TRUST

The Board of Trustees has proposed that the shareholders of the Fund
approve the reorganization of the Fund in accordance with the form of the
Agreement and Plan of Reorganization attached to this proxy statement as
Appendix A and as described in detail in this proxy statement.

REASONS FOR THE PROPOSED REORGANIZATION
The reorganization is one of a series of proposed transactions in which mutual
funds managed by Phoenix Investment Counsel, Inc. ("Phoenix") and its affiliates
(the "Phoenix Funds") would be reorganized as series of newly created Delaware
business trusts. Each such trust would have a substantially similar trust
instrument and common fundamental investment restrictions. Because many of these
funds began operations outside of the Phoenix organization, they have a variety
of different domiciles, business forms, charter provisions and fundamental
investment restrictions. Management believes that further integrating all of the
Phoenix Funds by adopting a single business form, domicile, form of trust
instrument and fundamental investment restrictions offers the opportunity for
operational efficiencies that will benefit all shareholders.

5
<PAGE>

In recent years, many mutual funds have reorganized as Delaware business
trusts. The Trustees believe that the proposed Delaware business trust form
provides the most flexible and cost efficient method of providing different
investment vehicles to present and prospective shareholders. Phoenix believes
that the use of a common form of organization will help in the administration of
the Portfolios. Delaware law offers a mutual fund certain advantages compared
with Massachusetts law. Delaware law provides that the shareholders and trustees
of a Delaware business trust are not liable for obligations of the trust. Under
Massachusetts law, shareholders and trustees are potentially liable for trust
obligations. Although the risk of this liability is remote, the Trustees have
determined that Delaware law should afford greater protection against potential
shareholder and trustee liability. Similarly, Delaware law provides that no
series of a Delaware business trust is liable for the debts of another series.
This is another potential, although remote, risk in the case of a Massachusetts
business trust.

It is anticipated that under the Delaware trust instrument, the Delaware
Trust will be required to have fewer shareholder meetings, potentially further
reducing costs. Delaware law affords to the Trustees the ability to adapt the
Delaware Trust to future contingencies; for example, the Trustees have the power
to amend the Delaware trust instrument, merge or consolidate the New Portfolios
with another entity and to change the Delaware Trust's domicile, in each case
without a shareholder vote. Any exercise of this authority by the Trustees will
be subject to applicable federal law. Although the Trustees will have the
authority to take these actions in the future without a shareholder vote, they
are not required to do so, and may determine that it is appropriate to submit
one or more of these actions to the shareholders for approval. This flexibility
should help to assure that the Delaware Trust always operates under the most
advanced form of organization, and is intended to reduce the expense and
frequency of future shareholder meetings for non-investment-related operational
issues. For a more detailed comparison of the Fund's current Massachusetts trust
instrument and the proposed Delaware trust instrument, see "Certain Comparative
Information about the Fund and the Delaware Trust" on page 9.

THE AGREEMENT AND PLAN OF REORGANIZATION
The reorganization consists of several steps that will occur on the closing
date following shareholder approval. First, each of the Portfolios will transfer
all of its assets to a corresponding New Portfolio in exchange solely for all of
the shares of such New Portfolio. Each New Portfolio will also assume all of the
liabilities of its predecessor Portfolio. Immediately thereafter, each Portfolio
will liquidate and distribute shares of the corresponding New Portfolio to its
shareholders in exchange for their shares of that Portfolio. This will be
accomplished by opening an account on the books of the corresponding New
Portfolio in the name of each shareholder of record of the Portfolio and by
crediting to each account the shares due in the reorganization. Every
shareholder will own the same number of shares of the corresponding class of the
New Portfolio as the number of Portfolio shares held by the shareholder in each
class of the Portfolio immediately before the reorganization.

The reorganization is subject to a number of conditions set forth in the
reorganization agreement. Certain of these conditions may be waived by the Board
of Trustees. The significant conditions which may not be waived include: (a) the
receipt by the Fund and the Delaware Trust of opinions of counsel as to certain
federal income tax aspects of the reorganization and (b) the approval of the
reorganization agreement by the shareholders of all of the Portfolios of the
Fund. The reorganization agreement may be terminated and the reorganization
abandoned at any time, before or after approval by the shareholders of the
Portfolios prior to the closing date, by the Board of Trustees. In addition, the
reorganization agreement may be amended by the Board of Trustees. However, the
reorganization agreement may not be amended subsequent to the shareholder's
meeting in a manner that would change the method for determining the number of
shares to be issued to shareholders of the existing Portfolios without
shareholder approval.

The closing of the reorganization is scheduled to occur on the second Friday
after the conditions to closing set forth in the reorganization agreement are
satisfied or waived. Phoenix currently anticipates that the closing will occur
on or about October 27, 2000.

The reorganization agreement authorizes each Portfolio, as the sole
shareholder of the corresponding New Portfolio prior to the distribution of
shares of the New Portfolio to Portfolio shareholders, to:

o elect trustees of the Delaware Trust;

o approve an investment management agreement with Phoenix;

o with respect to the Phoenix Duff & Phelps Institutional Growth Stock
Portfolio, approve an investment subadvisory agreement with Seneca Capital
Management LLC; and

6
<PAGE>

o ratify the selection of PricewaterhouseCoopers LLP as the independent
accountants for the New Portfolios.

As soon as practicable after the closing of the reorganization, the
Trustees intend to take all appropriate and necessary action to liquidate and
dissolve the Fund under the laws of the Commonwealth of Massachusetts.

MANAGEMENT AND OTHER SERVICE PROVIDERS
Phoenix, the current adviser of the Portfolios, will continue to serve as
investment adviser to the New Portfolios following the reorganization. Seneca
Capital Management LLC ("Seneca"), the current subadviser to the Phoenix Duff &
Phelps Institutional Growth Stock Portfolio, will continue to serve as
subadviser to the Phoenix Duff & Phelps Institutional Growth Stock Portfolio
following the reorganization.

The reorganization agreement authorizes each Portfolio, while it is the
sole shareholder of the corresponding New Portfolio, to approve a new advisory
agreement with Phoenix, and, with respect to Phoenix Duff & Phelps Institutional
Growth Stock Portfolio, a new investment subadvisory agreement with Seneca, that
are substantially identical to the current agreements. The rate of advisory fees
payable to the adviser and subadviser under the new advisory and investment
subadvisory agreements with respect to each New Portfolio will be the same as
under the current agreements.

Phoenix acts as the investment adviser for 14 fund companies totaling 37
mutual funds, as subadviser to two fund companies totaling three mutual funds,
and as adviser to institutional clients. Phoenix has acted as an investment
adviser for over sixty years. As of December 31, 1999, Phoenix had approximately
$25.7 billion in assets under management.

All of the outstanding stock of Phoenix is owned by Phoenix Equity Planning
Corporation ("Equity Planning" or "Distributor"), a subsidiary of Phoenix
Investment Partners, Ltd. ("PXP"). PXP is a New York Stock Exchange traded
company that provides investment management and related services to
institutional investors, corporations and individuals through operating
subsidiaries. Phoenix Home Life Mutual Insurance Company of Hartford,
Connecticut is a majority shareholder of PXP.

As compensation for its services to the Phoenix Duff & Phelps Institutional
Growth Stock Portfolio, Phoenix receives a fee from the Portfolio, which is
accrued daily against the value of the Portfolio's net assets, equal to 0.60% of
the Portfolio's average daily net assets up to $1 billion and 0.55% of the
Portfolio's average daily net assets in excess of $1 billion. As compensation
for its services to the Phoenix Duff & Phelps Institutional Managed Bond
Portfolio, Phoenix receives a fee from the Portfolio, which is accrued daily
against the value of the Portfolio's net assets, equal to 0.45% of the
Portfolio's average daily net assets up to $1 billion and 0.40% of the
Portfolio's average daily net assets in excess of $1 billion.

The current advisory agreement with Phoenix was last approved by the Board
of Trustees on November 19, 1999. The advisory agreement may be terminated
without penalty at any time by a similar vote upon 60 days' notice or by the
adviser upon 60 days' written notice and will automatically terminate in the
event of its assignment as defined in Section 2(a)(4) of the 1940 Act.

Seneca acts as the subadviser to nine mutual funds and as adviser to
institutional clients. Seneca has acted as an investment adviser for over ten
years. As of December 31, 1999, Seneca had approximately $9.2 billion in assets
under management.

As compensation for its services to the Phoenix Duff & Phelps Institutional
Growth Stock Portfolio, Seneca receives a fee from Phoenix, which is accrued
daily against the value of the Portfolio's net assets equal to 0.10% of the
Portfolio's average daily net assets up to $67.8 million, 0.30% of the
Portfolio's average daily net assets from $67.8 million to $1 billion, and
0.275% of the Portfolio's average daily net assets in excess of $1 billion.
Seneca does not receive any fee from the Portfolio.

The current investment subadvisory agreement with Seneca with respect to
the Phoenix Duff & Phelps Institutional Growth Stock Portfolio was last approved
by the Board of Trustees on November 19, 1999. The investment subadvisory
agreement may be terminated without penalty at any time by a similar vote upon
60 days' notice or by the subadviser upon 60 days' written notice and will
automatically terminate in the event of its assignment as defined in Section
2(a)(4) of the 1940 Act.

PricewaterhouseCoopers LLP currently serves as each Portfolio's independent
accountants and will also serve as independent accountants for the New
Portfolios. The reorganization agreement authorizes each Portfolio, while it is
the sole shareholder of the corresponding New Portfolio, to ratify the selection
of PricewaterhouseCoopers LLP as the New

7
<PAGE>

Portfolio's independent accountants. Chase Manhattan will continue to serve as
custodian of the New Portfolio's assets following the reorganization. Equity
Planning will continue to serve as transfer agent following the reorganization.

FISCAL YEAR
Each of the Portfolios currently operates on a fiscal year ending December 31.
Following the reorganization, the New Portfolios will also operate on a fiscal
year ending December 31.

INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGY AND FUNDAMENTAL INVESTMENT
RESTRICTIONS
The investment objective and principal investment strategy of each New
Portfolio will be identical to the investment objective and principal investment
strategy of the corresponding Portfolio. The fundamental investment restrictions
of each New Portfolio will be identical to the fundamental investment
restrictions of the corresponding Portfolio immediately prior to the
reorganization. The fundamental investment restrictions will reflect any changes
that are approved by shareholders pursuant to proposals 2-20.

FEDERAL INCOME TAX CONSEQUENCES
As a condition to the reorganization, the Fund will receive tax opinions
from its special counsel, Goodwin, Procter & Hoar LLP. The tax opinions will
provide that, on the basis of the existing provisions of the Internal Revenue
Code (the "Code"), the Treasury regulations promulgated thereunder and current
administrative and judicial interpretations thereof, for federal income tax
purposes:

o the transfer of all of the assets of each Portfolio solely in exchange
for shares of the corresponding New Portfolio and the assumption by the
New Portfolio of all known liabilities of the Portfolio, and the
distribution of such shares to the shareholders of the Portfolio, will
constitute a "reorganization" within the meaning of Section 368(a) of the
Code; the New Portfolio and the Portfolio will each be a "party to a
reorganization" within the meaning of Section 368(b) of the Code;

o no gain or loss will be recognized by any Portfolio on the transfer of
the assets of the Portfolio to the corresponding New Portfolio in exchange
for New Portfolio shares and the assumption by the corresponding New
Portfolio of all known liabilities of the Portfolio or upon the
distribution of New Portfolio shares to the Portfolio shareholders in
exchange for their shares of the Portfolio;

o the tax basis of each Portfolio's assets acquired by the corresponding
New Portfolio will be the same to the New Portfolio as the tax basis of
such assets to the Portfolio immediately prior to the reorganization,
and the holding period of the assets of each Portfolio in the hands of
the corresponding New Portfolio will include the period during which
those assets were held by the Portfolio;

o no gain or loss will be recognized by the corresponding New Portfolio
upon the receipt of the assets of each Portfolio solely in exchange for
the New Portfolio shares and the assumption by the New Portfolio of all
known liabilities of the Portfolio;

o no gain or loss will be recognized by shareholders of each Portfolio
upon the receipt of shares of the corresponding New Portfolio by such
shareholders, provided such shareholders receive solely New Portfolio
shares (including fractional shares) in exchange for their Portfolio
shares; and

o the aggregate tax basis of the corresponding New Portfolio shares,
including any fractional shares, received by each shareholder of each
Portfolio pursuant to the reorganization will be the same as the
aggregate tax basis of the Portfolio shares held by such shareholder
immediately prior to the reorganization, and the holding period of the
New Portfolio shares, including fractional shares, to be received by
each shareholder of a Portfolio will include the period during which
the Portfolio shares exchanged therefore were held by such shareholder
(provided that the Portfolio shares were held as a capital asset on the
date of the reorganization).

The Fund has not obtained an Internal Revenue Service ("IRS") private
letter ruling regarding the federal income tax consequences of the
reorganization, and the IRS is not bound by advice of counsel. If the transfer
of the assets of a Portfolio in exchange for corresponding New Portfolio shares,
the assumption by the New Portfolio of all known liabilities of such Portfolio,
and the distribution of such shares to the Portfolio, do not constitute a
"reorganization" within the meaning of Section 368(a) of the Code, each
Portfolio shareholder generally will recognize gain or loss equal to the
difference between the value of the corresponding New Portfolio shares such
shareholder acquires and the tax basis of such shareholder's Portfolio shares.

8
<PAGE>

Shareholders of the Portfolios should consult their tax advisers regarding
the effect, if any, of the proposed reorganization in light of their individual
circumstances. Since the foregoing discussion relates only to the federal income
tax consequences of the reorganization, shareholders of the Portfolios should
also consult tax advisers as to state and local tax consequences, if any, of the
reorganization.

COMPARATIVE INFORMATION ON DISTRIBUTION ARRANGEMENTS
The distribution arrangements of each New Portfolio will be the same as those
of the corresponding Portfolio. Phoenix Duff & Phelps Institutional Growth Stock
Portfolio currently offers Class X and Class Y Shares. Phoenix Duff & Phelps
Institutional Managed Bond Portfolio currently offers Class X and Class Y
Shares. In the proposed reorganization, shareholders will receive the
corresponding class of shares of the corresponding New Portfolio in exchange for
their shares in each Portfolio. The reorganization will be effected at net asset
value.

Equity Planning serves as the distributor of shares for the Portfolios and
will also be the distributor of the New Portfolios. The Delaware Trust will
adopt a distribution plan under Rule 12b-1 of the 1940 Act for Class Y Shares
relating to the sale and promotion of shares of the New Portfolios and the
furnishing of shareholder services that is substantially identical to the
existing distribution plan for the Fund.

COMPARATIVE INFORMATION ON SHAREHOLDER SERVICES
Each New Portfolio will offer the same shareholder services as its
corresponding Portfolio, including a Systematic Withdrawal Program, telephone
exchanges and telephone redemptions.

Shareholders may exchange shares for another Phoenix Fund in the same class of
shares; e.g., Class X for Class X. Exchange privileges may not be available for
all Phoenix Funds and may be rejected or suspended.

Shares of the New Portfolios may be redeemed at a redemption price equal to
the net asset value of the shares as next determined following the receipt of a
redemption order and any other required documentation in proper form. Payment of
redemption proceeds for redeemed New Portfolio shares will be made within seven
days after receipt of a redemption request in proper form and documentation.

DIVIDENDS AND DISTRIBUTIONS
Each New Portfolio will have the same dividend and distribution policy as
the corresponding Portfolio. After the closing of the reorganization, Portfolio
shareholders who currently have dividends reinvested will continue to have
dividends reinvested in the respective New Portfolio. Shareholders who currently
have capital gains reinvested will continue to have capital gains reinvested in
the respective New Portfolio.

CERTAIN COMPARATIVE INFORMATION ABOUT THE FUND AND THE DELAWARE TRUST
The following is a summary of certain differences between and among the trust
instrument of the Fund and the trust instrument and by-laws of the Delaware
Trust. It is not a complete list of the differences. Shareholders should refer
to the provisions of these documents and state law directly for a more thorough
comparison. Copies of the trust instrument and by-laws of the Fund and of the
trust instrument and by-laws of the Delaware Trust are available to shareholders
without charge upon written request.

General. The Fund was organized as a Massachusetts business trust in
December 1995. The Fund is currently governed by an Agreement and Declaration of
Trust Agreement dated December 4, 1995, as amended (the "Massachusetts Trust
Instrument"). As a Massachusetts business trust, the Fund's operations are
currently governed by the Massachusetts Trust Instrument and applicable Federal
and Massachusetts law. The Delaware Trust was organized as a Delaware business
trust in August 2000. As a Delaware business trust, the Delaware Trust's
operations will be governed by an Agreement and Declaration of Trust (the
"Delaware Trust Instrument") and applicable Federal and Delaware law.

Under the Delaware Trust Instrument, the Trustees of the Delaware Trust
will have more flexibility than they currently have as Trustees of the Fund and,
subject to applicable requirements of the 1940 Act and Delaware law, broader
authority to act. The increased flexibility may allow the Trustees to react more
quickly to changes in competitive and regulatory conditions and, as a
consequence, may allow the Fund to operate in a more efficient and economical
manner. The Trustees' existing fiduciary obligations to act with due care and in
the interest of shareholders will not be affected by the reorganization.

Term of Trustees. The term of office of a Trustee of both the Fund and the
Delaware Trust is unlimited in duration unless the Trustees themselves adopt a
limited term. A person serving as Trustee will continue as Trustee until the
person resigns, dies or is removed from office. Under the Delaware Trust
Instrument, a Trustee may be removed with or without

9
<PAGE>

cause at any meeting of shareholders by a vote of at least two-thirds of the
outstanding shares of the Fund or by a vote of two-thirds of the number of
Trustees prior to such removal. The Massachusetts Trust Instrument provides that
any Trustee may be removed by the shareholders at any meeting called for that
purpose. In addition, the Massachusetts Trust Instrument provides that a Trustee
may be removed by two-thirds of the remaining Trustees with or without cause or
by the shareholders at any meeting called for the purpose.

Liability of Trustees and Officers. A Trustee of both the Fund and the
Delaware Trust will be personally liable only for his or her own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee. Under the Massachusetts Trust
Instrument and the by-laws of the Delaware Trust, Trustees, officers and
employees will be indemnified by the respective trust for the expenses of
litigation against them unless it is determined that his or her conduct
constitutes willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties.

Shareholder Liability. Delaware law provides that shareholders are not
liable for the obligations of a Delaware business trust. Under Massachusetts
law, there is no equivalent statutory limitation of shareholder liability.
However, the Delaware Trust Instrument and the Massachusetts Trust Instrument
contain disclaimers of shareholder liability for acts or obligations of the
respective trust, and provide for indemnification for any shareholder and any
former shareholder who is exposed to liability by reason of a claim or demand
relating to such person being a shareholder.

Shareholder Voting. The voting rights of shareholders of the Fund are based on
the number of shares the shareholder owns. Each holder of a share of a Portfolio
is entitled to one vote for each whole share and a proportionate fractional vote
for each fractional share. When a registered investment company has multiple
series, as does the Fund, the share price of each series will likely differ. As
a result, holders of lower-priced shares of a series of the Fund have a greater
amount of influence on matters submitted to a shareholder vote than shareholders
holding an equivalent dollar amount of higher priced shares of the Fund. As a
shareholder of the Delaware Trust, voting rights will be dollar-based. Each
shareholder will have one vote for each dollar of net asset value held by the
shareholder regardless of the number of shares held. Under dollar-based voting
rights, a shareholder's voting power will be in direct proportion to the
shareholder's investment in the Delaware Trust. Therefore, on matters affecting
a New Portfolio as a whole, where each class of the New Portfolio is required to
vote together on an issue, shareholders who own shares of a class with a higher
net asset value per share would have more voting power than they currently have
relative to shareholders who own shares of a class with a lower net asset value
per share. On matters where only shareholders of a single class of a Portfolio
vote on an issue, all shareholders of the class would have the same voting
rights since the net asset value per share is the same for all shares in a
single class of a Portfolio. On matters requiring trust-wide votes where all
Portfolios in a trust are required to vote, dollar-based voting provides
shareholders who own shares with a higher net asset value than other Portfolios
with more voting power relative to shareholders of other Portfolios in the Fund.

Shareholder Meetings. The Delaware Trust and the Fund are not required to hold
annual shareholder meetings. Under the Massachusetts Trust Instrument,
shareholders owning at least 10% of the outstanding shares of a Portfolio may
call a special meeting for any purpose. The Delaware Trust Instrument does not
specifically authorize shareholders to call a special meeting. However, under
the 1940 Act, shareholders owning at least 10% of the outstanding shares of the
Delaware Trust may by written request call a special meeting of shareholders of
the Delaware Trust for the purpose of removing a Trustee.

Reorganization/Combination Transactions. Under the Delaware Trust Instrument,
the Trustees may generally authorize mergers, consolidations, share exchanges
and reorganizations of a New Portfolio or the Delaware Trust with another trust,
series or other business organization without shareholder approval. Under the
Massachusetts Trust Instrument, a majority of the outstanding shares of a
Portfolio must approve a merger of the Portfolio with another business
organization, or the sale or transfer of the assets of a Portfolio.

Termination of the Fund or a Portfolio. Under the Delaware Trust
Instrument, the Delaware Trust may be terminated at any time by the Trustees
alone, upon written notice to the shareholders, or by vote of a majority of the
shares of the Delaware Trust. A New Portfolio, or a class thereof, may be
terminated at any time by a vote of a majority of the shares of the New
Portfolio or class or by the Trustees by written notice to the shareholders of
the New Portfolio or class. Under the Massachusetts Trust Instrument, the vote
of a majority of the shares of each Portfolio must approve the termination of
the Fund.

Amendment of Charter Document. Under the Delaware Trust Instrument, the
Trustees may generally restate, amend or otherwise supplement the Delaware Trust
Instrument without the approval of shareholders, subject to limited exceptions

10
<PAGE>

(such as amendments affecting shareholders' liability or indemnity rights). The
Massachusetts Trust Instrument may generally only be amended by the affirmative
vote of the majority of shareholders. The Trustees may amend the Massachusetts
Trust Instrument without shareholder approval to establish additional series of
shares, to change investment restrictions which are not fundamental investment
restrictions, to change the name of the Fund or any Portfolio, and to conform
the Massachusetts Trust Instrument to the requirements of applicable federal
laws or regulations, or the requirements of the regulated investment company
provisions of the Internal Revenue Code.

Derivative and Class Actions. Under the Massachusetts Trust Instrument,
shareholders have the power to vote to the same extent as the shareholders of a
Massachusetts business corporation as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or as a class
action on behalf of the Fund or its shareholders. The Delaware Trust Instrument
does not provide shareholders a similar right.

CERTAIN INFORMATION REGARDING THE TRUSTEES
The 1940 Act requires that at least one-half of the Trustees of the
Fund and, following the reorganization, the Delaware Trust, be elected by
shareholders. The Fund currently meets this standard. Rather than call another
shareholder meeting to vote on Trustees after the reorganization, the
reorganization agreement authorizes each Portfolio, while it is the sole
shareholder of the corresponding New Portfolio, to elect the then current
Trustees of the Fund, except for Calvin J. Pedersen, as the Trustees of the
Delaware Trust.

Information on the individuals that will serve as the Trustees and
officers of the Delaware Trust and their business affiliations for the past five
years is set forth below. Unless otherwise noted, the address of each executive
officer and Trustee is 56 Prospect Street, Hartford, Connecticut, 06115-0480.
Trustees whose names are preceded by an asterisk will be "interested persons" of
the Delaware Trust (as defined in the 1940 Act).

-------------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE FUND DURING THE PAST 5 YEARS
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
*Philip R. McLoughlin (53) Trustee and Chairman (1997-present), Director (1995-present), Vice Chairman
President (1995-1997) and Chief Executive Officer (1995-present), Phoenix
Investment Partners, Ltd. Director (1994-present) and Executive
Vice President, Investments (1988-present), Phoenix Home Life
Mutual Insurance Company. Director/Trustee and President,
Phoenix Funds (1989-present). Trustee and President,
Phoenix-Aberdeen Series Fund and Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present). Director, Duff &
Phelps Utilities Tax-Free Income Inc. (1995-present) and Duff &
Phelps Utility and Corporate Bond Trust Inc. (1995-present).
Trustee, Phoenix-Seneca Funds (1999-present). Director
(1983-present) and Chairman (1995-present), Phoenix Investment
Counsel, Inc. Director (1984-present) and President
(1990-1999), Phoenix Equity Planning Corporation. Chairman and
Chief Executive Officer, Phoenix/Zweig Advisers LLC
(1999-present). Director, PXRE Corporation (Delaware)
(1985-present) and World Trust Fund (1991-present). Director
and Executive Vice President, Phoenix Life and Annuity Company
(1996-present). Director and Executive Vice President, PHL
Variable Insurance Company (1995-present). Director, Phoenix
Charter Oak Trust Company (1996-present). Director and Vice
President, PM Holdings, Inc. (1985-present). Director
(1992-present) and President (1992-1994), W.S. Griffith & Co.,
Inc. Director, PHL Associates, Inc. (1995-present).
-------------------------------------------------------------------------------------------------------------------------
Eileen A. Moran (45) Trustee President and Chief Executive Officer, PSEG Resources Inc.
23 Woodland Drive (1990-present). Trustee, Phoenix Duff & Phelps Institutional
East Windsor, NJ 08520 Mutual Funds (1996-present) and Phoenix-Seneca Funds
(2000-present).
-------------------------------------------------------------------------------------------------------------------------
Everett L. Morris (72) Trustee Vice President, W.H. Reaves and Company (1993-present).
164 Laird Road Director/Trustee, Phoenix Funds (1995-present). Trustee,
Colts Neck, NJ 07722 Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Director, Duff & Phelps Utilities
Tax-Free Income Inc. (1991-present) and Duff & Phelps Utility
and Corporate Bond Trust Inc. (1993-present).
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE FUND DURING THE PAST 5 YEARS
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
*James M. Oates (54) Trustee Chairman, IBEX Capital Markets, Inc. (formerly, IBEX Capital
Managing Director Markets LLC) (1997-present). Managing Director, Wydown Group
The Wydown Group (1994-present). Director, Phoenix Investment Partners, Ltd.
IBEX Capital Markets, Inc. (1995-present). Director/Trustee, Phoenix Funds (1987-present).
60 State Street Trustee, Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Suite 950 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Boston, MA 02109 Funds (2000-present). Director, AIB Govett Funds
(1991-present), Investors Financial Service Corporation
(1995-present), Investors Bank & Trust Corporation
(1995-present), Plymouth Rubber Co. (1995-present), Stifel
Financial (1996-present), Command Systems, Inc. (1998-present),
Connecticut River Bancorp (1998-present) and Endowment for
Health (1999-present). Vice Chairman, Massachusetts
Housing-Partnership (1998-2000). Director, Blue Cross and Blue
Shield of New Hampshire (1994-1999).
-------------------------------------------------------------------------------------------------------------------------
Richard A. Pavia (69) Trustee Vice Chairman, Forest Preserve District, Cook County President
7145 North Ionia Advisory council (1997-present). Special Consultant, K&D
Chicago, IL 06046 facilities Resource Corp. (1995-present). Trustee, Phoenix
Duff & Phelps Institutional Mutual Funds (1996-present) and
Phoenix-Seneca Funds (2000-present). Director, Duff & Phelps
Utilities Tax-Free Income Inc. (1991-present and Duff & Phelps
Utility and Corporate Bond Trust Inc. (1992-present). Director
(1981-1997), Chairman and Chief Executive Officer (1989-1994),
Speer Financial, Inc.
-------------------------------------------------------------------------------------------------------------------------
Herbert Roth, Jr. (71) Trustee Director/Trustee, Phoenix Funds (1980-present). Trustee,
134 Lake Street Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
P.O. Box 909 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Sherborn, MA 01770 Funds (2000-present). Director, Boston Edison Company
(1978-present), Landauer, Inc. (medical services)
(1970-present), Tech Ops./Sevcon, Inc. (electronic controllers)
(1987-present), and Mark IV Industries (diversified
manufacturer) (1985-present). Member, Directors Advisory
Council, Phoenix Home Life Mutual Insurance Company
(1998-present). Director, Phoenix Home Life Mutual Insurance
Company (1972-1998).
-------------------------------------------------------------------------------------------------------------------------
Richard E. Segerson (54) Trustee Managing Director, Northway Management Company (1998-present).
102 Valley Road Director/Trustee, Phoenix Funds (1993-present). Trustee,
New Canaan, CT 07840 Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Managing Director, Mullin Associates
(1993-1998).
-------------------------------------------------------------------------------------------------------------------------
Lowell P. Weicker, Jr. (69) Trustee Trustee/Director, Phoenix Funds (1995-present). Trustee,
731 Lake Avenue Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Greenwich, CT 06830 Institutional Mutual Funds (1996-present) and Phoenix-Seneca
Funds (2000-present). Director, UST Inc. (1995-present), HPSC
Inc. (1995-present), Burroughs Wellcome Fund (1996-present) and
Compuware (1996-present). Visiting Professor, University of
Virginia (1997-present). Director, Duty Free International,
Inc. (1997). Chairman, Dresing, Lierman, Weicker (1995-1996).
Governor of the State of Connecticut (1991-1995).
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE FUND DURING THE PAST 5 YEARS
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>

Michael E. Haylon (42) Executive Director and Executive Vice President, Investments, Phoenix
Vice Investment Partners, Ltd. (1995-present). Director
President (1994-present), President (1995-present), Executive Vice
President(1994-1995), Vice President (1991-1994), Phoenix
Investment Counsel, Inc. Director, Phoenix Equity Planning
Corporation (1995-present). Executive Vice President, Phoenix
Funds (1993-present),Phoenix-Aberdeen Series Fund (1996-present)
and Phoenix-Seneca Funds (2000-present). Executive Vice
President (1997-present), Vice President (1996-1997), Phoenix
Duff & Phelps Institutional Mutual Funds. Senior Vice President,
Securities Investments, Phoenix Home Life Mutual Insurance
Company (1993-1995).

-------------------------------------------------------------------------------------------------------------------------
Gail P. Seneca (47) Senior Vice Managing Director, Equities, Phoenix Investment Counsel, Inc.
909 Montgomery St. President (1998-present). President (1996-present) and Trustee
San Francisco, CA 94133 (1996-2000), Phoenix-Seneca Funds. President, Chief Executive
and Investment Officer, Seneca Capital Management LLC
(1996-present). Chief Investment Officer and managing general
partner (1989-present), GMG/Seneca Capital Management, L.P.
Senior Vice President, The Phoenix Edge Series Fund
(1998-present), Phoenix Multi-Portfolio Fund (1998-present) and
Phoenix Duff & Phelps Institutional Mutual Funds (1999-present).
-------------------------------------------------------------------------------------------------------------------------
James D. Wehr (43) Senior Vice Senior Vice President, (1998-present), managing Director, Fixed
President income, (1996-present), Vice President (1991-1996), Phoenix
Investment Counsel, Inc. Senior Vice President (1997-present),
Vice President (1988-1997), Phoenix Multi-Portfolio Fund;
Senior Vice President (1997-present), Vice President
(1990-1997), Phoenix Series Fund; Senior Vice President
(1997-present), Vice President (1991-1997), Phoenix Edge Series
Fund; Senior Vice President (1997-present), Vice President
(1993-1997), Phoenix-Goodwin California Tax-Exempt Bonds, Inc.;
Senior Vice President (1997-present), Vice President
(1996-1997), Phoenix Duff & Phelps Institutional Mutual Funds.
Senior Vice President, Phoenix-Goodwin Multi-Sector Fixed
Income Fund, Inc., Phoenix-Goodwin Multi-Sector Short Term Bond
Fund, Phoenix-Oakhurst Income and Growth Fund and
Phoenix-Oakhurst Strategic Allocation Fund, Inc.
(1997-present). Senior Vice President and Chief Investment
Officer, Duff & Phelps Utilities Tax-Free Income, Inc.
(1997-present). Managing Director, Public Fixed Income, Phoenix
Home Life Mutual Insurance Company (1991-1995).
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
15

<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE FUND DURING THE PAST 5 YEARS
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>

Robert S. Dreissen (52) Vice President Vice President and Compliance Officer, Phoenix Investment
and Assistant Partners, Ltd. (1999-present) and Phoenix Investment Counsel,
Secretary Inc. (1999-present). Vice President, Phoenix Funds,
Phoenix-Aberdeen Series Fund, Phoenix Duff & Phelps
Institutional Mutual Funds (1999-present) and Phoenix-Seneca
Funds (2000-present). Compliance Officer (2000-present) and
Associate Compliance Officer (1999), PXP Securities
Corporation. Vice President, Risk Management Liaison, Bank of
America (1996-1999). Vice President, Securities Compliance, The
Prudential Insurance Company of America (1993-1996). Branch
Chief/Financial Analyst, Securities and Exchange Commission,
Division of Investment Management (1972-1993).

-------------------------------------------------------------------------------------------------------------------------
Ronald K. Jacks (35) Vice President Managing Director, Equities, Phoenix Investment Counsel, Inc.
909 Montgomery St. (1998-present). Secretary (1996-present) and Trustee
San Francisco, CA 94133 (1996-1997), Phoenix-Seneca Funds. Portfolio Manager, Seneca
Capital Management LLC (1996-present). Portfolio Manager,
GMG/Seneca Capital Management, L.P. (1990-present). Vice
President, The Phoenix Edge Series Fund (1998-present), Phoenix
Multi-Portfolio Fund (1998-present) and Phoenix Duff & Phelps
Institutional Mutual Funds (1999-present).
-------------------------------------------------------------------------------------------------------------------------
Richard D. Little (51) Vice President Managing Director, Equities, Phoenix Investment Counsel, Inc.
909 Montgomery St. (1998-present). Vice President, Phoenix-Seneca Funds
San Francisco, CA 94133 (1996-present). General Partner and Director of Equities,
GMG/Seneca Capital Management, L.P. (1989-present). Director of
Equities, Seneca Capital Management LLC (1996-present). Vice
President, The Phoenix Edge Series Fund (1998-present), Phoenix
Multi-Portfolio Fund (1998-present) and Phoenix Duff & Phelps
Institutional Mutual Funds (1999-present).
-------------------------------------------------------------------------------------------------------------------------

William R. Moyer (55) Vice President Executive Vice President and Chief Financial Officer
100 Bright Meadow Blvd. (1999-present), Senior Vice President and Chief Financial
P.O. Box 2200 Officer (1995-1999), Phoenix Investment Partners, Ltd.
Enfield, CT 06083-2200 (1995-present). Senior Vice President (1990-present), Chief
Financial Officer (1996-present), Finance (until 1996), and
Treasurer (1998-present and 1994-1996), Phoenix Equity Planning
Corporation. Director (1998-present), Senior Vice President
(1990-present), Chief Financial Officer (1996-present) and
Treasurer (1994-present), Phoenix Investment Counsel, Inc.
Treasurer (1999-present), Vice President and Chief Financial
Officer, Duff & Phelps Investment Management Co. (1996-1999).
Vice President, Phoenix Funds (1990-present), Phoenix Duff &
Phelps Institutional Mutual Funds (1996-present) and Phoenix
Aberdeen Series Fund (1996-present). Executive Vice President
Phoenix-Seneca Funds (2000-present). Vice President, Investment
Products Finance, Phoenix Home Life Mutual Insurance Company
(1990-1995). Senior Vice President, Chief Financial Officer,
W.S. Griffith & Co., Inc. (1992-1995) and Townsend Financial
Advisers, Inc. (1993-1995).

-------------------------------------------------------------------------------------------------------------------------
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH THE FUND DURING THE PAST 5 YEARS
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
John S. Tilson (56) Vice President Executive Vice President (1994-present), Senior Vice President
600 Rosemead Blvd. (1983-1994), Roger Engemann & Associates, Inc. Director
Pasadena, CA 91107-2138 (1990-present), Executive Vice President (1994-present),
Senior Vice President (1990-1994), Pasadena Capital
Corporation. Chief Financial Officer and Secretary,
Phoenix-Engemann Funds (1988-present). Executive Vice
President (1994-present), Security Analyst (1983-1994), Roger
Engemann Management Co., Inc. Managing Director, Equities,
Phoenix Investment Counsel, Inc. (1998-present). Vice
President, The Phoenix Edge Series Fund and Phoenix Series
Fund (1998-present).
-------------------------------------------------------------------------------------------------------------------------

G. Jeffrey Bohne (52) Secretary Vice President and General Manager, Phoenix Home Life Mutual
101 Munson Street Insurance Co. (1993-present). Vice President, Transfer Agent
Greenfield, MA 01301 Operations (1993-1996), Senior Vice President (1999-present),
Vice President (1996-1999), Mutual Fund Customer Service,
Phoenix Equity Planning Corporation. Secretary/Clerk, Phoenix
Funds (1993-present), Phoenix Duff & Phelps Institutional
Mutual Funds (1996-present), Phoenix-Aberdeen Series Fund
(1996-present) and Phoenix-Seneca Funds (2000-present). Vice
President, Home Life of New York Insurance Company (1984-1992).

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

Nancy G. Curtiss (47) Treasurer Treasurer, Phoenix Funds (1994-present), Phoenix Duff & Phelps
Institutional Mutual Funds (1996-present), Phoenix-Aberdeen
Series Fund (1996-present) and Phoenix-Seneca Funds
(2000-present). Vice President, Fund Accounting (1994-2000)
and Treasurer (1996-2000), Phoenix Equity Planning
Corporation. Second Vice President and Treasurer, Fund
Accounting, Phoenix Home Life Mutual Insurance Company
(1994-1995). Various positions with Phoenix Home Life
Insurance Company (1987-1994).

-------------------------------------------------------------------------------------------------------------------------
</TABLE>

For services rendered to the Fund for the fiscal year ended December 31, 1999,
the Trustees received aggregate remuneration of $92,500 as Trustee fees. Each
Trustee who is not a full-time employee of Phoenix or any of its affiliates
currently receives a retainer at the annual rate of $3,000 and a fee of $500 per
meeting. Each Trustee who serves on a committee receives a fee of $250 for each
meeting attended. The function of the Executive Committee is to serve as a
contract review, compliance review and performance review delegate of the full
Board of Trustees. Officers and employees of Phoenix who are interested persons
are compensated by Phoenix and receive no compensation from the Fund.

CURRENT BOARD COMMITTEES AND MEETINGS
The Board of Trustees has an Audit Committee and a Nominating Committee.
The Audit Committee of the Fund consists of four of the Trustees who are not
interested persons of the Fund (i.e., the "Independent Trustees"). The Audit
Committee meets with the Fund's auditors to review the scope of the auditing
procedures, the adequacy of internal controls, compliance by the Fund with the
accounting, record keeping and financial reporting requirements of the 1940 Act,
and the possible effect on Fund operations of any new or proposed tax or other
regulations applicable to investment companies. The Audit Committee makes an
annual recommendation concerning the appointment of auditors and reviews and
recommends policies and practices relating to principles to be followed in the
conduct of Fund operations. The Audit Committee reports the results of its
inquiries to the Board of Trustees. The Audit Committee currently consists of E.
Virgil Conway, Everett L. Morris, Richard A. Pavia and Richard E. Segerson. The
Audit Committee held four meetings during the fiscal year ended December 31,
1999.
17
<PAGE>

The Nominating Committee consists of four Trustees who are not interested
persons of the Fund. It recommends to the Board of Trustees persons to be
elected as Trustees. During the fiscal year ended December 31, 1999, the
Nominating Committee held brief meetings as needed in conjunction with regular
quarterly executive sessions of the independent Trustees. The Nominating
Committee currently consists of William W. Crawford, Harry Dalzell-Payne,
William N. Georgeson, and Herbert Roth Jr. It will consider individuals proposed
by a shareholder for election as a Trustee. Shareholders who wish to submit the
name of any individual must submit in writing a brief description of the
proposed nominee's business experience and other information relevant to the
qualifications of the individual to serve as a Trustee of the Fund.

The Delaware Trust has Audit and Nominating Committees, each composed
entirely of the same independent Trustees.

The Board of Trustees held five meetings during the fiscal year ended December
31, 1999. Each Trustee, except Herbert Roth, Jr., was present for at least 75%
of the total number of meetings of the Board and of those committees of which
the Trustee was a member which were held during his tenure.

For the Fund's last fiscal year, the Trustees received the following
compensation:
<TABLE>
<CAPTION>

PENSION OR ESTIMATED TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS ANNUAL BENEFITS FROM FUND AND FUND
COMPENSATION ACCRUED AS PART OF UPON COMPLEX (37 FUNDS)
NAME FROM FUND FUND EXPENSES RETIREMENT PAID TO TRUSTEES
---- --------- ------------- ---------- -----------------
<S> <C> <C> <C> <C>

None for any None for any
Trustee Trustee
Robert Chesek $ 6,000* $ 98,750
E. Virgil Conway(1) $ 8,250 $118,250
William W. Crawford $ 6,000* $ 41,000
Harry Dalzell-Payne(1) $ 7,250 $ 95,000
William N. Georgeson $ 6,250 $ 43,750
Francis E. Jeffries $ 6,000* $108,000
Leroy Keith, Jr. $ 6,000 $ 63,750
Philip R. McLoughlin(1) $ 0 $ 0
Eileen A. Moran $ 6,250 $ 41,250
Everett L. Morris(1) $ 7,750 $100,250
James M. Oates(1) $ 7,250 $ 72,250
Richard A. Pavia $ 7,000* $ 42,000
Herbert Roth, Jr.(1) $ 5,250 $ 59,250
Richard E. Segerson $ 7,000 $ 72,000
Lowell Weicker, Jr. $ 6,250 $ 68,750
------------------
</TABLE>

*This compensation (and the earnings thereon) will be deferred pursuant to
the Directors' Deferred Compensation Plan. At June 30, 2000, the total amount of
deferred compensation (including interest and other accumulation earned on the
original amounts deferred) accrued for Messrs. Crawford, Jeffries, Morris,
Pavia, Roth and Segerson was $24,989.61, $472,348.25, $197,344.74, 24,854.92,
$177,329.63 and $115,043.51, respectively. At present, by agreement among the
Fund, the Distributor and the electing Trustee, Trustee fees that are deferred
are paid by the Fund to the Distributor. The liability for the deferred
compensation obligation appears only as a liability of the Distributor.

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

THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS
THAT THE SHAREHOLDERS APPROVE THE PLAN OF REORGANIZATION.

PROPOSED CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS (PROPOSALS 2-20)
If all of the proposals are approved by each Portfolio, each Portfolio will
have fundamental investment restrictions which are expected to become standard
for all of the Phoenix Funds. These proposed restrictions differ in certain
respects from the current fundamental investment restrictions. Phoenix believes
that increased standardization of fundamental investment restrictions will help
to promote operational efficiencies and facilitate monitoring of compliance with
the restrictions. Although the Portfolios will have additional flexibility to
engage in previously prohibited activities if the

18
<PAGE>

proposals are approved, Phoenix does not presently anticipate that the use of
different investment restrictions will have any material impact on the
investment techniques employed by each Portfolio. For a more detailed comparison
of the current and proposed fundamental investment restrictions, see proposals
2-20 below.

PROPOSAL 2

TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE PORTFOLIOS REGARDING DIVERSIFICATION

The Board of Trustees has proposed that the shareholders of each Portfolio
approve an amendment to the fundamental investment restriction regarding
diversification. The current fundamental investment restriction regarding
diversification applicable to each Portfolio, provides that each Portfolio may
not:

"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."

If Proposal 2 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding diversification:

"A Portfolio may not, with respect to 75% of its total assets, purchase
securities of an issuer (other than the U.S. Government, its agencies,
instrumentalities or authorities or repurchase agreements
collateralized by U.S. Government securities and other investment
companies), if: (a) such purchase would, at the time, cause more than
5% of the Portfolio's total assets taken at market value to be invested
in the securities of such issuer; or (b) such purchase would at the
time result in more than 10% of the outstanding voting securities of
such issuer being held by the Portfolio."

The percentage limitations in the current diversification restriction apply
to all of each Portfolio's assets. The proposed percentage limitations will
apply to only 75% of the assets of each Portfolio. Consequently, under the
proposed restriction, 25% of each Portfolio's assets are in a basket that is
excluded from the limitations. Furthermore, the current diversification
restriction provides that the 10% limitation on ownership of the outstanding
securities of any class of an issuer applies both to each Portfolio individually
and to the Portfolios in the aggregate. The 10% limitation applicable to the
Portfolios under the proposed restriction will apply to securities held by a
single Portfolio. For these reasons, each Portfolio would be permitted to invest
in a smaller number of issuers than such Portfolio is currently permitted to
invest in. If a Portfolio were to invest in a smaller number of issuers, the
performance of a single issuer could have a greater impact on such Portfolio's
share price. Thus, the Portfolios could be exposed to increased volatility to
the extent they invest in a smaller number of issuers. The restrictions are
based upon the definition of a "diversified company" under the 1940 Act.

PROPOSAL 3

TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE PORTFOLIOS REGARDING CONCENTRATION

The Board of Trustees has proposed that the shareholders of each Portfolio
approve an amendment to the fundamental investment restriction regarding
industry concentration. The current fundamental investment restriction regarding
industry concentration applicable to each Portfolio, provides that the Portfolio
may not:

"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

19
<PAGE>

securities. Provided further, the foregoing restrictions shall be
inapplicable to investments in tax-exempt securities issued by
government or political subdivisions of governments."

If Proposal 3 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding industry concentration
for each Portfolio:

"A Portfolio may not purchase securities if, after giving effect to the
purchase, more than 25% of its total assets would be invested in the
securities of one or more issuers conducting their principal business
activities in the same industry (excluding the U.S.
Government, its agencies or instrumentalities)."

Each Portfolio has an investment restriction which prohibits the Portfolio
from concentrating its investments in any one industry. Under the proposed
restriction applicable to each Portfolio, the Portfolio may not purchase
securities if, after giving effect to the purchase, more than 25% of its total
assets would be invested in the securities of one or more issuers conducting
their principal business activities in the same industry (excluding the U.S.
Government, its agencies or instrumentalities). Phoenix does not believe that
the elimination of the reference to the ability of the Managed Bond Portfolio to
invest up to 80% of its assets in corporate debt securities is material given
that corporate debt securities do not represent an industry.

PROPOSAL 4

TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE PORTFOLIOS REGARDING BORROWING

The Board of Trustees has proposed that the shareholders of each Portfolio
approve a new fundamental investment restriction regarding borrowing. The
current fundamental investment restriction regarding borrowing states that the
Portfolio may not:

"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."

If Proposal 4 is approved, this restriction will be replaced with the
following fundamental investment restriction regarding borrowing:

"A Portfolio may not borrow money, except (i) in amounts not to exceed
one-third of the value of the Portfolio's total assets (including the
amount borrowed) from banks, and (ii) up to an additional 5% of its
total assets from banks or other lenders for temporary purposes. For
purposes of this restriction, (a) investment techniques such as margin
purchases, short sales, forward commitments, and roll transactions, (b)
investments in instruments such as futures contracts, swaps, and
options and (c) short-term credits extended in connection with trade
clearance and settlement, shall not constitute borrowing."

The Portfolios may not borrow money for investment purposes unless such
borrowing is authorized by the Trustees prior to any public distribution of the
shares of such Portfolio or is authorized by the shareholders of such Portfolio
thereafter. The proposed restriction gives each Portfolio greater flexibility to
borrow money in that the Portfolios are not required to obtain authorization
from the Trustees or shareholders in order to borrow money. Under the proposed
restriction, each Portfolio may borrow up to one third of its total assets from
banks for any purposes and an additional 5% of its total assets for temporary
purposes. Under the current restriction, the use of proceeds of borrowings is
more restrictive; each Portfolio may borrow up to 10% of total assets for
temporary administrative purpose and up to one third of total assets for
investment purposes. Any borrowing would exaggerate the effect on a Portfolio's
net asset value resulting from any increase or decrease in the market price of
securities in such Portfolio's portfolio and, therefore, may

<PAGE>

increase the volatility of the Portfolios under the proposed restriction.
Money borrowed will be subject to interest and other costs. These costs may
exceed the gain on securities purchased with borrowed funds. The proposed
borrowing restrictions are based upon the limitations currently imposed on
mutual funds by the 1940 Act.

PROPOSAL 5

TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE PORTFOLIOS REGARDING THE ISSUANCE OF SENIOR SECURITIES

The Board of Trustees has proposed that the shareholders of each Portfolio
approve an amendment to the fundamental investment restriction regarding the
issuance of senior securities. The current fundamental investment restriction
regarding senior securities provides that each Portfolio may not:

"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
Statement of Additional Information."

If Proposal 5 is approved, this restriction will be replaced with the
following fundamental investment restriction:

"A Portfolio may not issue "senior securities" in contravention of the
1940 Act. Activities permitted by SEC exemptive orders or staff
interpretations shall not be deemed to be prohibited by this
restriction."

Mutual funds are generally prohibited from issuing "senior securities." The
SEC staff has previously permitted mutual funds to engage in certain trading
activities, subject to certain limitations, that could otherwise be viewed as
senior securities. The proposed restriction clarifies that the Portfolios are
allowed to engage in these activities to the extent permitted by the SEC or the
SEC staff. Since the Portfolios will have greater flexibility to issue senior
securities, the Portfolios may be subject to additional costs and risks. For
example, the costs of engaging in trading activities which could be viewed as
senior securities can reduce a fund's total return. In addition, upon engaging
in activities which could be viewed as senior securities, a Portfolio could
experience increased risks due to the effects of leveraging.

PROPOSAL 6

TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE
PORTFOLIOS REGARDING UNDERWRITING

The Board of Trustees has proposed that the shareholders of each Portfolio
approve an amendment to the fundamental investment restriction regarding
underwriting. The current fundamental investment restriction regarding
underwriting states that each Portfolio may not:

"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."

If Proposal 6 is approved, this restriction will be replaced with the
following fundamental investment restriction:

"A Portfolio may not underwrite the securities issued by other persons,
except to the extent that, in connection with the disposition of
portfolio securities, the Portfolio may be deemed to be an underwriter
under applicable law."

Phoenix believes the proposed restriction applicable to underwriting is
substantially similar to the current restriction.

21
<PAGE>

PROPOSAL 7

TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE PORTFOLIOS REGARDING INVESTING IN REAL ESTATE

The Board of Trustees has proposed that the shareholders of each Portfolio
approve an amendment to the fundamental investment restriction regarding
investing in real estate. The current fundamental investment restriction
regarding investing in real estate states that each Portfolio may not:

"Make investments in real estate or real estate limited partnerships,
although the Portfolios may purchase securities of issuers which deal
in real estate and may purchase securities which are secured by
interests in real estate, specifically, securities issued by real
estate investment trusts."

If Proposal 7 is approved, this restriction will be replaced with the
following fundamental investment restriction:

"A Fund may not purchase or sell real estate, except that the Fund may
(i) acquire or lease office space for its own use, (ii) invest in
securities of issuers that invest in real estate or interests therein,
(iii) invest in mortgage-related securities and other securities that
are secured by real estate or interests therein, (iv) hold and sell
real estate acquired by the Fund as a result of the ownership of
securities."

Under the current restriction, the Portfolios may not make investments in real
estate or real estate limited partnerships, except for the purchase of
securities of issuers that deal in real estate or the purchase of securities
which are secured by interests in real estate, specifically, securities issued
by real estate investment trusts. The proposed restriction does not limit
investments in real estate limited partnerships. The proposed restriction would
also permit the Portfolios to acquire or lease office space for their own use,
although it is not anticipated that the Portfolios will do so. The proposed
restriction would also permit the Portfolios to hold and sell real estate
acquired as a result of the ownership of securities (for example, as the holder
of a bond in a company that had gone into bankruptcy). While Phoenix believes
this possibility is remote, this change would provide useful flexibility should
such an event occur.

PROPOSAL 8

TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE PORTFOLIOS REGARDING INVESTING IN COMMODITIES

The Board of Trustees has proposed that the shareholders of each Portfolio
approve an amendment to the fundamental investment restriction regarding
commodities. The current fundamental investment restriction regarding
commodities provides that each Portfolio may not:

"Make investments in commodities or commodity contracts, although the
Portfolios may purchase securities of issuers which deal in commodities
and 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."

If Proposal 8 is approved, this restriction will be replaced with the
following fundamental investment restriction:

"A Fund may not purchase or sell commodities or commodity contracts,
except the Fund may purchase and sell derivatives (including, but not
limited to, options, futures contracts and options on futures
contracts) whose value is tied to the value of a financial index or a
financial instrument or other asset (including, but not limited to,
securities indexes, interest rates, securities currencies and physical
commodities)."

The current restriction permits each Portfolio to invest in financial futures
contracts and related options provided that the sum of the initial margin
deposits on such Portfolio's existing futures positions and the premiums paid
for related options do not exceed 2% of the Portfolio's total assets. The
proposed restriction permits them to purchase and sell derivatives that have a
value tied to the value of a financial index, financial instrument or other
asset. These derivatives include, for example, options, futures contracts and
options on futures contracts. The proposed restriction does not impose
percentage limitations and applies to futures transactions for both hedging and
non-hedging purposes. However, the

<PAGE>

ability of the Portfolios to engage in futures contracts and options on
futures will remain subject to applicable rules of the Commodity Futures Trading
Commission ("CFTC"). Under current CFTC rules, the Portfolios would not be
permitted to enter into a futures transaction if it would cause the aggregate
amount of initial margin deposit and related option premiums for non-hedging
purposes to exceed 5% of the value of its assets. While the use of derivatives
can guard against potential risks, it can eliminate some opportunities for
gains. The main risk with derivatives is that some types can amplify a gain or
loss, potentially earning or losing substantially more money than the actual
cost of the derivative. With some derivatives, whether used for hedging or
speculation, there is also the risk that the counterparty may fail to honor its
contract terms, causing a loss for the Portfolios.

PROPOSAL 9

TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE PORTFOLIOS
REGARDING LENDING

The Board of Trustees has proposed that the shareholders of each Portfolio
approve an amendment to the fundamental investment restriction regarding
lending. The current fundamental investment restriction regarding lending states
that the Portfolio may not:

"Make cash loans, except that the Portfolios 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."

If Proposal 9 is approved, this restriction will be replaced with the
following fundamental investment restriction:

"A Fund may not make loans, except that the Fund may (i) lend portfolio
securities, (ii) enter into repurchase agreements, (iii) purchase all
or a portion of an issue of debt securities, bank loan participation
interests, bank certificates of deposit, bankers' acceptances,
debentures or other securities, whether or not the purchase is made
upon the original issuance of the securities and (iv) participate in an
interfund lending program with other registered investment companies."

Under the current restriction on lending, a Portfolio is only permitted to
lend its portfolio securities up to 25% of the value of the total assets of such
Portfolio. The proposed lending restriction does not contain any such percentage
limitation. The staff of the SEC currently limits loans of portfolio securities
to one-third of a mutual fund's assets, including any collateral received from
the loan. If the SEC staff were to provide greater flexibility to mutual funds
to engage in securities lending in the future, under the proposed restriction,
the Portfolios would be able to take advantage of that increased flexibility.
The proposed restriction would also eliminate the percentage limitation on
investments in repurchase agreements making it more than 7 days and the
requirement that debt obligations must be customarily purchased by institutional
investors. The proposed lending restriction would also permit each Portfolio to
participate in an interfund lending program with other registered investment
companies. The current restriction does not allow for interfund lending. Phoenix
does not currently intend to establish an interfund lending program. The
proposed restriction also does not contain a percentage limitation regarding
repurchase agreements.

PROPOSAL 10

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE PORTFOLIOS REGARDING JOINT TRADING

The Board of Trustees has proposed that the shareholders of each Portfolio
approve the elimination of the fundamental investment restriction regarding
joint trading. The current fundamental investment restriction provides that the
Portfolio may not:

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

23
<PAGE>

If Proposal 10 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.

PROPOSAL 11

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE PORTFOLIOS REGARDING PLEDGING OF ASSETS

The Board of Trustees has proposed that the shareholders of each Portfolio
approve the elimination of the fundamental investment restriction regarding
pledging of assets. The current fundamental investment restriction states that
the Portfolio may not:

"Pledge, mortgage or hypothecate the assets of any Portfolio to an
extent greater than 10% of the total assets (taken at market value) of
such Portfolio to secure borrowing made pursuant to the borrowing
restriction."

If Proposal 11 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.

PROPOSAL 12

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE PORTFOLIOS REGARDING SHORT SALES

The Board of Trustees has proposed that the shareholders of each Portfolio
approve the elimination of the fundamental investment restriction regarding
selling securities short. The current fundamental investment restriction states
that the Portfolio may not make short sales of securities or maintain a short
position.

If Proposal 12 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements of state "blue sky"
regulators as a condition to registration. These state law requirements are no
longer applicable to mutual funds.

PROPOSAL 13

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE PORTFOLIOS REGARDING PURCHASING SECURITIES ON MARGIN

The Board of Trustees has proposed that the shareholders of each Portfolio
approve the elimination of the fundamental investment restriction regarding
purchasing securities on margin. The current fundamental investment restriction
provides that the Portfolio may not:

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

If Proposal 13 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to regulation. These state law
requirements are no longer applicable to mutual funds.

24
<PAGE>

PROPOSAL 14

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE PORTFOLIOS REGARDING OFFICER OR TRUSTEE OWNERSHIP OF SECURITIES

The Board of Trustees has proposed that the shareholders of each Portfolio
approve the elimination of the fundamental investment restriction regarding
investing in any issuer whose securities are owned by an officer or trustee. The
current fundamental investment restriction provides that the Portfolio may not:

"Purchase or retain securities of any issuer if any officer or Trustee
of the Fund, or officer or director of its Adviser, owns beneficially
more than 1/2 of 1% of the outstanding securities or shares, or both,
of such issuer and all such persons owning more than 1/2 of 1% of such
securities or shares together own beneficially more than 5% of such
securities or shares."

If Proposal 14 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.

PROPOSAL 15

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE PORTFOLIOS REGARDING INVESTMENTS IN WARRANTS OR RIGHTS

The Board of Trustees has proposed that the shareholders of each Portfolio
approve the elimination of the fundamental investment restriction regarding
investments in warrants or rights. The current fundamental investment
restriction provides that the Portfolio may not:

"Invest more than 5% of a Portfolio's net assets, valued at the lower
of cost or market, in warrants or rights. Included within that amount,
but not to exceed 2% of the value of a Portfolio's net assets, may be
warrants not listed on the New York or American Stock Exchange."

If Proposal 15 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to regulation. These state law
requirements are no longer applicable to mutual funds.

PROPOSAL 16

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE PORTFOLIOS REGARDING INVESTING IN COMPANIES FOR THE PURPOSE OF
EXERCISING CONTROL OR MANAGEMENT

The Board of Trustees has proposed that the shareholders of each Portfolio
approve the elimination of the fundamental investment restriction regarding
investing in companies for the purpose of exercising control or management. The
current fundamental investment restriction states that the Portfolio may not
purchase securities of companies for the purpose of exercising management or
control.

If Proposal 16 is approved, this prohibition will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.

25
<PAGE>

PROPOSAL 17

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE PORTFOLIOS REGARDING INVESTMENTS IN OIL, GAS OR OTHER MINERAL LEASES

The Board of Trustees has proposed that the shareholders of each Portfolio
approve the elimination of the fundamental investment restriction regarding
investing in oil, gas or other mineral leases. The current fundamental
investment restriction states that the Portfolio may not:

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

If Proposal 17 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements of state "blue sky"
regulators as a condition to registration. These state law requirements are no
longer applicable to mutual funds.

PROPOSAL 18

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE PORTFOLIOS REGARDING INVESTING AND WRITING PUTS, CALLS, STRADDLES AND
ANY COMBINATION THEREOF

The Board of Trustees has proposed that the shareholders of each Portfolio
approve the elimination of the fundamental investment restriction prohibiting
investing in puts, calls or straddles. The current fundamental investment
restriction states that the Fund may not invest in puts, calls, straddles and
any combination thereof.

If Proposal 18 is approved, this restriction will be eliminated. Phoenix
believes this restriction was based on the requirements formerly imposed by
state "blue sky" regulators as a condition to registration. These state law
requirements are no longer applicable to mutual funds.

PROPOSAL 19

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF
THE PORTFOLIOS REGARDING THE PURCHASE OF ILLIQUID SECURITIES

The Board of Trustees has proposed that the shareholders of each Portfolio
approve the elimination of the fundamental investment restriction regarding the
purchase of illiquid securities. The current fundamental investment restriction
provides that the Portfolio 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 Proposal 19 is approved, this restriction will be eliminated. If the
current restriction is eliminated, the Fund's ability to invest in illiquid
securities would be subject to applicable regulatory limitations. The Securities
and Exchange Commission's current policy is that funds that are not money market
funds may not invest more than 15% of their net assets in illiquid securities.
Illiquid securities are generally regarded as securities which may not be sold
or disposed of within seven days in the ordinary course of business at
approximately the price at which a fund has valued them. Phoenix believes this
restriction was based on the requirements formerly imposed by state "blue sky"
regulators as a condition to regulation. These state law requirements are no
longer applicable to mutual funds.

26
<PAGE>

PROPOSAL 20

TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION FOR EACH OF THE PORTFOLIOS
REGARDING SECURITIES LENDING

The Board of Trustees has proposed that the shareholders of each Portfolio
approve the elimination of the fundamental investment restriction regarding
securities lending. The current fundamental investment restriction regarding
securities lending states that:

"A Portfolio may not 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."

If proposal 20 is approved, this restriction will be eliminated. The
proposed restriction regarding securities lending discussed in proposal 9 above
would allow the Portfolios to make securities loans.

INVESTMENT ADVISER, SUBADVISERS, UNDERWRITER AND FINANCIAL AGENT
Phoenix Investment Counsel, Inc., 56 Prospect Street, Hartford, Connecticut
06115-0480 is the Fund's investment adviser. Seneca Capital Management LLC, 909
Montgomery Street, San Francisco, California 94133 is subadviser to Phoenix Duff
& Phelps Institutional Growth Stock Portfolio.

Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, Connecticut 06083-2200, serves as the Fund's underwriter and as
the Fund's financial agent (administrator).

OTHER BUSINESS
The Board of Trustees of the Fund knows of no business to be brought before
the meeting other than the matters set forth in this Proxy Statement. Should any
other matter requiring a vote of the shareholders of the Portfolios arise,
however, the proxies will vote thereon according to their best judgment in the
interests of the Portfolios and the shareholders of the Portfolios.

The Fund does not hold annual meetings of shareholders. There will normally
be no meeting of shareholders for the purpose of electing Trustees of the Fund
unless and until such time as less than a majority of the Trustees holding
office have been elected by the shareholders, at which time the Trustees then in
office will call a shareholders' meeting for the election of Trustees.
Shareholders wishing to submit proposals for inclusion in the proxy statement
for any subsequent shareholder meeting of their Portfolio should send their
written submissions to the principal executive offices of the Fund at 101 Munson
Street, Greenfield, Massachusetts 01301.

<PAGE>

APPENDIX A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this __ day of _______, 2000, by and between Phoenix Duff & Phelps Institutional
Mutual Funds, a Massachusetts business trust (the "Predecessor Trust"), on
behalf of the Phoenix Duff & Phelps Institutional Growth Stock Portfolio and
Phoenix Duff & Phelps Institutional Managed Bond Portfolio series (collectively,
the "Predecessor Portfolios" and each individually, a "Predecessor Portfolio"),
and Phoenix Duff & Phelps Institutional Mutual Funds, a Delaware business trust
(the "Successor Trust"), on behalf of the Phoenix Duff & Phelps Institutional
Growth Stock Portfolio and Phoenix Duff & Phelps Institutional Managed Bond
Portfolio series (collectively, the "Successor Portfolios" and each
individually, a "Successor Portfolio").

All references in this Agreement to action taken by the Predecessor Portfolios
or the Successor Portfolios shall be deemed to refer to action taken by the
Predecessor Trust or the Successor Trust, respectively, on behalf of the
respective portfolio series.

This Agreement is intended to be and is adopted as plans of reorganization
within the meaning of Section 368(a) of the United States Internal Revenue Code
of 1986, as amended (the "Code"). The reorganization (the "Reorganization") will
consist of the transfer by each Predecessor Portfolio of all of its assets to
the corresponding Successor Portfolio, in exchange solely for shares of
beneficial interest in such Successor Portfolio ("New Shares") having a net
asset value equal to the net asset value of the corresponding Predecessor
Portfolio, the assumption by each Successor Portfolio of all the liabilities of
the corresponding Predecessor Portfolio, and the distribution of the New Shares
to the shareholders of each Predecessor Portfolio in complete liquidation of
such Predecessor Portfolio as provided herein, all upon the terms and conditions
hereinafter set forth in this Agreement.

WHEREAS, the Predecessor Trust and the Successor Trust are each open-end,
registered investment companies of the management type; and

WHEREAS, the Board of Trustees of the Predecessor Trust and the Board of
Trustees of the Successor Trust have determined that it is in the best interest
of the Predecessor Trust and the Successor Trust, respectively, that the assets
of the Predecessor Trust be acquired by the Successor Trust pursuant to this
Agreement and in accordance with the applicable statutes of the Commonwealth of
Massachusetts and the State of Delaware and that the interests of existing
shareholders will not be diluted as a result of this transaction;

NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:

1. PLAN OF REORGANIZATION
1.1 Subject to the terms and conditions herein set forth and on the
basis of the representations and warranties contained herein, the Predecessor
Trust agrees to transfer all of the assets of each Predecessor Portfolio, as set
forth in paragraph 1.2, to the corresponding Successor Portfolio and the
Successor Trust agrees in exchange therefore: (i) to deliver to the Predecessor
Trust a number of full and fractional New Shares of each class of each Successor
Portfolio equal to the number of shares of the corresponding class of the
corresponding Predecessor Portfolio as of the time and date set forth in Article
2, and (ii) to assume all the liabilities of each Predecessor Portfolio, as set
forth in paragraph 1.2. Such transactions shall take place at the closing
provided for in paragraph 2.1 (the "Closing").

1.2 The assets of the Predecessor Portfolios to be acquired by the
corresponding Successor Portfolios shall consist of all property, including,
without limitation, all cash, securities, commodities and futures interests, and
dividends or interest receivable which are owned by the Predecessor Portfolios
and any deferred or prepaid expenses shown as an asset on the books of the
Predecessor Portfolios on the closing date provided in paragraph 2.1 (the
"Closing Date"). All liabilities, expenses, costs, charges and reserves of the
Predecessor Portfolios, to the extent that they exist at or after the Closing,
shall after the Closing attach to the corresponding Successor Portfolios and may
be enforced against the Successor Portfolios to the same extent as if the same
had been incurred by the Successor Portfolios.

1.3 Immediately upon delivery to the Predecessor Portfolios of the New
Shares, the Predecessor Portfolios, as the then sole shareholders of the
Successor Portfolios, shall (i) with the exception of Calvin J. Pedersen, elect
as trustees of the Trust the persons who currently serve as trustees of the
Predecessor Trust; (ii) approve an Investment Management Agreement between the
Trust, on behalf of the Successor Portfolios and Phoenix Investment Counsel,
Inc. (the

<PAGE>

"Investment Manager"), (iii) in the case of the Phoenix Duff & Phelps
Institutional Growth Stock Portfolio, approve a Subadvisory Agreement by and
between the Investment Manager, on behalf of such fund, and Seneca Capital
Management LLC, and (iv) ratify the selection of PricewaterhouseCoopers LLP as
the independent accountants of the Successor Portfolios.

1.4 Immediately following the action contemplated by paragraph 1.3, the
Predecessor Portfolios will distribute pro rata to their respective shareholders
of record, determined as of immediately after the close of business on the
Closing Date (the "Current Shareholders"), the corresponding New Shares received
by the Predecessor Trust pursuant to paragraph 1.1. Such distribution and
liquidation will be accomplished by the transfer of the New Shares then credited
to the accounts of the Predecessor Portfolios on the books of the Successor
Portfolios to open accounts on the share records of the Successor Portfolios in
the names of the Current Shareholders and representing the respective pro rata
number of the New Shares of the corresponding class due such shareholders. All
issued and outstanding shares of the Predecessor Portfolios will simultaneously
be canceled on the books of the Predecessor Trust, although share certificates
representing interests in the Predecessor Trust will represent a number of New
Shares after the Closing Date as determined in accordance with paragraph 2.2.
The Successor Portfolios shall not issue certificates representing the New
Shares in connection with such exchange. Ownership of New Shares will be shown
on the books of the Successor Trust's transfer agent. As soon as practicable
after the Closing, the Predecessor Trust shall take all steps necessary to
effect a complete liquidation of the Predecessor Portfolios and shall file such
instruments, if any, as are necessary to effect the dissolution of the
Predecessor Trust and shall take all other steps necessary to effect such
dissolution.

2. CLOSING AND CLOSING DATE
2.1 The Closing Date shall be the second Friday that is a full business
day following satisfaction (or waiver as provided herein) of all of the
conditions set forth in Articles 4 of this Agreement (other than those
conditions which may by their terms be satisfied only at the Closing), or such
later date as the parties may agree to in writing. All acts taking place at the
Closing shall be deemed to take place simultaneously as of immediately after the
close of business on the Closing Date unless otherwise agreed to by the parties.
The close of business on the Closing Date shall be as of 4:00 p.m. New York
Time. The Closing shall be held at the offices of Phoenix Investment Counsel,
Inc. ("PIC"), 56 Prospect Street, Hartford, Connecticut 06115-0480, or at such
other time and/or place as the parties may agree.

2.2 The Predecessor Trust shall cause Phoenix Equity Planning
Corporation (the "Transfer Agent"), transfer agent of the Predecessor
Portfolios, to deliver at the Closing a certificate of an authorized officer
stating that its records contain the names and addresses of the Current
Shareholders and the number and percentage ownership of outstanding shares of
the Predecessor Portfolios and the class of each Predecessor Portfolio owned by
each such shareholder immediately prior to the Closing. The Successor Portfolios
shall issue and deliver a confirmation evidencing the New Shares to be credited
on the Closing Date to the Secretary of the Predecessor Trust or provide
evidence satisfactory to the Predecessor Trust that such New Shares have been
credited to the accounts of the Predecessor Portfolios on the books of the
Successor Portfolios. At the Closing, each party shall deliver to the other such
bills of sales, checks, assignments, share certificates, if any, receipts or
other documents as such other party or its counsel may reasonably request.

3. REPRESENTATIONS AND WARRANTIES
3.1 The Predecessor Trust, on behalf of each Predecessor Portfolio,
hereby represents and warrants to the Successor Portfolios as follows:

(i) The Predecessor Trust is duly organized, validly existing and
in good standing under the laws of the Commonwealth of Massachusetts and has
full power and authority to conduct its business as presently conducted;

(ii) the Predecessor Trust has full power and authority to
execute, deliver and carry out the terms of this Agreement on behalf of each
Predecessor Portfolio;

(iii) the execution and delivery of this Agreement on behalf of
each Predecessor Portfolio and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the
Predecessor Trust or the shareholders of the Predecessor Portfolio (other than
as contemplated in paragraph 4.1(vi) are necessary to authorize this Agreement
and the transactions contemplated hereby;

(iv) this Agreement has been duly executed by the Predecessor
Trust on behalf of the Predecessor Portfolios and constitutes its valid and
binding obligation, enforceable in accordance with its terms, subject to
applicable bankruptcy, reorganization, insolvency, moratorium and other rights
affecting creditors' rights generally, and general equitable principles;

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<PAGE>

(v) neither the execution and delivery of this Agreement by the
Predecessor Trust on behalf of the Predecessor Portfolios, nor the consummation
by the Predecessor Trust on behalf of the Predecessor Portfolios of the
transactions contemplated hereby will conflict with, result in a breach or
violation of or constitute (or with notice, lapse of time or both) a breach of
or default under, the Declaration of Trust of the Predecessor Trust, as amended,
or any statute, regulation, order, judgment or decree, or any instrument,
contract or other agreement to which the Predecessor Trust is a party or by
which the Predecessor Trust or any of its assets is subject or bound; and

(vi) no authorization, consent or approval of any governmental or
other public body or authority or any other party is necessary for the execution
and delivery of this Agreement by the Predecessor Trust on behalf of the
Predecessor Portfolios or the consummation of any transactions contemplated
hereby by the Predecessor Trust, other than as shall be obtained at or prior to
the Closing.

3.2 The Successor Trust, on behalf of the Successor Portfolios, hereby
represents and warrants to the Predecessor Portfolios as follows:

(i) The Successor Trust is duly organized, validly existing and
in good standing under the laws of the State of Delaware and has full power and
authority to conduct its business as presently conducted;

(ii) the Successor Trust has full power and authority to execute,
deliver and carry out the terms of this Agreement on behalf of the Successor
Portfolios;

(iii) the execution and delivery of this Agreement on behalf of
the Successor Portfolios and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the Successor
Trust or the shareholders of the Successor Portfolios are necessary to authorize
this Agreement and the transactions contemplated hereby;

(iv) this Agreement has been duly executed by the Successor Trust
on behalf of the Successor Portfolios and constitutes its valid and binding
obligation, enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other rights affecting
creditors' rights generally, and general equitable principles;

(v) neither the execution and delivery of this Agreement by the
Successor Trust on behalf of the Successor Portfolios, nor the consummation by
the Successor Trust on behalf of the Successor Portfolios of the transactions
contemplated hereby will conflict with, result in a breach or violation of or
constitute (or with notice, lapse of time or both constitute) a breach of or
default under, the Master Trust Agreement (the "Master Trust Agreement") or
By-Laws of the Successor Trust, as each may be amended, or any statute,
regulation, order, judgment or decree, or any instrument, contract or other
agreement to which the Successor Trust is a party or by which the Successor
Trust or any of its assets is subject or bound; and

(vi) no authorization, consent or approval of any governmental or
other public body or authority or any other party is necessary for the execution
and delivery of this Agreement by the Successor Trust on behalf of the Successor
Portfolios or the consummation of any transactions contemplated hereby by the
Successor Trust, other than as shall be obtained at or prior to the Closing.

4. CONDITIONS PRECEDENT
4.1 The obligations of the Predecessor Trust on behalf of the
Predecessor Portfolios and the Successor Trust on behalf of the Successor
Portfolios to effectuate the Reorganization shall be subject to the satisfaction
of the following conditions:

(i) The Successor Trust shall have succeeded to the registration
statement of the Predecessor Trust on Form N-1A under the Securities Act of
1933, as amended (the "Securities Act") and such amendment or amendments thereto
as are determined by the Board of Trustees of the Successor Trust to be
necessary and appropriate to effect the registration of the New Shares (the
"Post-Effective Amendment"), shall have been filed with the Securities and
Exchange Commission (the "Commission") and the Post-Effective Amendment shall
have become effective, and no stop-order suspending the effectiveness of the
Post-Effective Amendment shall have been issued, and no proceeding for that
purpose shall have been initiated or threatened by the Commission (and not
withdrawn or terminated);

(ii) the applicable New Shares shall have been duly qualified for
offering to the public in all states in which such qualification is required for
consummation of the transactions contemplated hereunder;

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<PAGE>

(iii) all representations and warranties of the Predecessor Trust
on behalf of the Predecessor Portfolios contained in this Agreement shall be
true and correct in all material respects as of the date hereof and as of the
Closing, with the same force and effect as if then made, and the Successor Trust
on behalf of the Successor Portfolios shall have received a certificate of an
officer of the Predecessor Trust acting on behalf of the Predecessor Portfolios
to that effect in form and substance reasonably satisfactory to the Successor
Trust on behalf of the Successor Portfolios;

(iv) all representations and warranties of the Successor Trust on
behalf of the Successor Portfolios contained in this Agreement shall be true and
correct in all material respects as of the date hereof and as of the Closing,
with the same force and effect as if then made, and the Predecessor Trust on
behalf of the Predecessor Portfolios shall have received a certificate of an
officer of the Successor Trust acting on behalf of the Successor Portfolios to
that effect in form and substance reasonably satisfactory to the Predecessor
Trust on behalf of the Predecessor Portfolios;

(v) the Predecessor Trust on behalf of the Predecessor Portfolios
and the Successor Trust on behalf of the Successor Portfolios shall have
received opinions from Goodwin, Procter & Hoar LLP regarding certain tax matters
in connection with the Reorganization; and

(vi) a vote approving this Agreement shall have been adopted by
at least a majority of the outstanding shares of each Predecessor Portfolio, all
classes voting together, entitled to vote at a special meeting of shareholders
of each such Predecessor Portfolio duly called for such purpose (the "Special
Meeting").

5. EXPENSES
5.1 The Successor Trust and the Predecessor Trust each represents and
warrants to the other that there are no brokers or finders entitled to receive
any payments in connection with the transactions provided for herein.

5.2 All of the costs of solicitation of proxies, including the cost of
the proxy solicitation firm, printing and mailing costs, shall be borne by the
Successor Portfolio. All of the remaining expenses and costs of the
Reorganization and the transactions contemplated thereby shall be borne by
Phoenix Investment Partners, Ltd.

6. ENTIRE AGREEMENT
The Successor Trust and the Predecessor Trust agree that neither party
has made any representation, warranty or covenant not set forth herein and that
this Agreement constitutes the entire agreement between the parties.

7. TERMINATION
This Agreement and the transactions contemplated hereby may be
terminated and abandoned by either party by resolution of the party's Board of
Trustees, at any time prior to the Closing Date, if circumstances should develop
that, in the opinion of such Board, make proceeding with the Agreement
inadvisable. In the event of any such termination, there shall be no liability
for damages on the part of either the Successor Trust or the Predecessor Trust,
or their respective Trustees or officers, to the other party.

8. AMENDMENTS
This agreement may be amended, modified or supplemented in such manner
as may be mutually agreed upon in writing by the authorized officers of the
Predecessor Trust and the Successor Trust; provided, however, that following the
meeting of the Current Shareholders called by the Predecessor Trust pursuant to
paragraph 4.1(vi) of this Agreement, no such amendment may have the effect of
changing the provisions for determining the number of New Shares to be issued to
the Current Shareholders under this Agreement to the detriment of such
shareholders without their further approval.

9. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the parties hereto at their
principal place of business.

10. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF
LIABILITY
10.1 The Article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

10.2 This Agreement may be executed in any number of counterparts
each of which shall be deemed an original.

10.3 This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.

A-4
<PAGE>

10.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.

10.5 It is expressly agreed that the obligations of the Predecessor
Trust hereunder shall not be binding upon any of the trustees, shareholders,
nominees, officers, agents, or employees of the Predecessor Trust personally,
but shall bind only the trust property of the Predecessor Trust, as provided in
the Declaration of Trust of the Predecessor Trust. The execution and delivery by
such officers of the Predecessor Trust shall not be deemed to have been made by
any of them individually or to impose any liability on any of them personally,
but shall bind only the trust property of the Predecessor Trust as provided in
the Declaration of Trust of the Predecessor Trust. The Predecessor Trust is a
series company with multiple series, Phoenix Duff & Phelps Institutional Growth
Stock Portfolio and Phoenix Duff & Phelps Institutional Managed Bond Portfolio
and has entered into this Agreement on behalf of the Predecessor Portfolios.
With respect to any obligation of the Predecessor Trust arising hereunder, the
Successor Trust and the Successor Portfolios shall look for payment or
satisfaction of such obligations solely to the assets and property of the
corresponding Predecessor Portfolios.

10.6 It is expressly agreed that the obligations of the Successor Trust
hereunder shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents or employees of the Successor Trust personally, but shall bind
only the trust property of the Successor Trust, as provided in the Declaration
of Trust of the Successor Trust. The execution and delivery by such officers of
the Successor Trust shall not be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Successor Trust as provided in the
Declaration of Trust of the Successor Trust. The Successor Trust is a series
company with multiple series, Phoenix Duff & Phelps Institutional Growth Stock
Portfolio and Phoenix Duff & Phelps Institutional Managed Bond Portfolio and has
entered into this Agreement on behalf of the Successor Portfolios. With respect
to any obligation of the Successor Trust arising hereunder, the Predecessor
Portfolios and the Predecessor Trust shall look for payment or satisfaction of
such obligations solely to the assets and property of the corresponding
Successor Portfolios.

10.7 The sole remedy of a party hereto for a breach of any representation
or warranty made in this Agreement by the other party shall be an election by
the non-breaching party not to complete the transactions contemplated herein.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by its President or Vice President.

ATTEST PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS,
a Massachusetts business trust

_______________________ By: _______________________________________
Name: Name:
Title: Title:

ATTEST PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS,
a Delaware business trust

______________________ By: __________________________________________
Name: Name:
Title: Title:

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<PAGE>

PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 12, 2000

PHOENIX DUFF & PHELPS INSTITUTIONAL GROWTH STOCK PORTFOLIO

PROXY

The undersigned shareholder of Phoenix Duff & Phelps Institutional
Growth Stock Portfolio (the "Portfolio"), a series of Phoenix Duff & Phelps
Institutional Mutual Funds (the "Fund"), revoking any and all previous proxies
heretofore given for shares of the Portfolio held by the undersigned, hereby
constitutes Philip R. McLoughlin and Pamela S. Sinofsky, and each of them,
proxies and attorneys of the undersigned, with power of substitution to each,
for and in the name of the undersigned to vote and act upon all matters (unless
and except as expressly limited below) at the Special Meeting of Shareholders of
the Portfolio to be held on October 12, 2000 at the offices of the Fund, 101
Munson Street, Greenfield, Massachusetts, and at any and all adjournments
thereof, with respect to all shares of the Portfolio for which the undersigned
is entitled to provide instructions or with respect to which the undersigned
would be entitled to provide instructions or act with all the powers the
undersigned would possess if personally present and to vote with respect to
specific matters as set forth below. Any proxies heretofore given by the
undersigned with respect to said meeting are hereby revised.

To avoid the expense of adjourning the Meeting to a subsequent date,
please return this proxy in the enclosed self-addressed, postage-paid envelope.
In the alternative, you may vote by telephone by calling toll-free
1-877-779-8683 and following the recorded instructions. Prompt voting by
shareholders will avoid the costs associated with further solicitation.

This proxy, if properly executed, will be voted in the manner as
directed herein by the undersigned shareholder. Unless otherwise specified in
the squares provided, the undersigned's vote will be cast "FOR" each Proposal.
If no direction is made for any Proposals, this proxy will be voted "FOR" any
and all such Proposals.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST WHICH RECOMMENDS A VOTE
"FOR" EACH OF THE PROPOSALS

<PAGE>

ACCOUNT NUMBER:
SHARES:
CONTROL NO.:

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]

KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<TABLE>
<CAPTION>

VOTE ON PROPOSAL

REORGANIZATION OF FUND
<S> <C> <C> <C>

1. To approve an Agreement and Plan of Reorganization which For Against Abstain
provides for the reorganization of Phoenix-Duff & Phelps [ ] [ ] [ ]
Institutional Mutual Funds as a Delaware business trust.

CHANGES IN FUNDAMENTAL INVESTMENT RESTRICTIONS

IF YOU WISH TO VOTE ON THE FOLLOWING NINETEEN PROPOSALS
COLLECTIVELY, TO CHANGE THE FUNDAMENTAL INVESTMENT For Against Abstain on
RESTRICTIONS OF THE PORTFOLIO, VOTE HERE: Proposals Proposals Proposals
2-20 2-20 2-20
[ ] [ ] [ ]

IF YOU WISH TO VOTE ON THE FOLLOWING NINETEEN PROPOSALS
INDIVIDUALLY, VOTE BELOW:

2. To amend the fundamental investment restriction regarding For Against Abstain
diversification. [ ] [ ] [ ]

3. To amend the fundamental investment restriction regarding For Against Abstain
concentration. [ ] [ ] [ ]

4. To amend the fundamental investment restriction regarding For Against Abstain
borrowing. [ ] [ ] [ ]

5. To amend the fundamental investment restriction regarding the For Against Abstain
issuance of senior securities. [ ] [ ] [ ]

6. To amend the fundamental investment restriction regarding For Against Abstain
underwriting. [ ] [ ] [ ]

7. To amend the fundamental investment restriction regarding For Against Abstain
investing in real estate. [ ] [ ] [ ]

8. To amend the fundamental investment restriction regarding For Against Abstain
commodities. [ ] [ ] [ ]

9. To amend the fundamental investment restriction regarding For Against Abstain
lending. [ ] [ ] [ ]

10. To eliminate the fundamental investment restriction regarding For Against Abstain
joint trading. [ ] [ ] [ ]

11. To eliminate the fundamental investment restriction regarding For Against Abstain
the pledging of assets. [ ] [ ] [ ]

<PAGE>

12. To eliminate the fundamental investment restriction regarding For Against Abstain
short sales. [ ] [ ] [ ]

13. To eliminate the fundamental investment restriction regarding For Against Abstain
the purchase of securities on margin. [ ] [ ] [ ]

14. To eliminate the fundamental investment restriction regarding For Against Abstain
ownership of securities by any officer or trustee. [ ] [ ] [ ]

15. To eliminate the fundamental investment restriction regarding For Against Abstain
investments in warrants or rights. [ ] [ ] [ ]

16. To eliminate the fundamental investment restriction regarding For Against Abstain
investing in companies for the purpose of exercising control [ ] [ ] [ ]
or management.

17. To eliminate the fundamental investment restriction regarding For Against Abstain
investments in oil, gas or other mineral leases. [ ] [ ] [ ]

18. To eliminate the fundamental investment restriction regarding For Against Abstain
investing and writing puts, calls, straddles and any [ ] [ ] [ ]
combination thereof.

19. To eliminate the fundamental investment restriction regarding For Against Abstain
purchases of illiquid securities. [ ] [ ] [ ]

20. To eliminate the fundamental investment restriction regarding For Against Abstain
securities lending. [ ] [ ] [ ]
</TABLE>

TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE
REGISTERED IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS
PROXY; BUT IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER
SHAREHOLDER(S). WHEN SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT,
TRUSTEE, GUARDIAN, OR CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF
A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.

THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF THE SHAREHOLDERS.

----------------------------------- ------- ---------------------------- -------
----------------------------------- ------- ---------------------------- -------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date

<PAGE>

PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 12, 2000

PHOENIX DUFF & PHELPS INSTITUTIONAL MANAGED BOND PORTFOLIO

PROXY

The undersigned shareholder of Phoenix Duff & Phelps Institutional
Managed Bond Portfolio (the "Portfolio"), a series of Phoenix Duff & Phelps
Institutional Mutual Funds (the "Fund"), revoking any and all previous proxies
heretofore given for shares of the Portfolio held by the undersigned, hereby
constitutes Philip R. McLoughlin and Pamela S. Sinofsky, and each of them,
proxies and attorneys of the undersigned, with power of substitution to each,
for and in the name of the undersigned to vote and act upon all matters (unless
and except as expressly limited below) at the Special Meeting of Shareholders of
the Portfolio to be held on October 12, 2000 at the offices of the Fund, 101
Munson Street, Greenfield, Massachusetts, and at any and all adjournments
thereof, with respect to all shares of the Portfolio for which the undersigned
is entitled to provide instructions or with respect to which the undersigned
would be entitled to provide instructions or act with all the powers the
undersigned would possess if personally present and to vote with respect to
specific matters as set forth below. Any proxies heretofore given by the
undersigned with respect to said meeting are hereby revised.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST WHICH RECOMMENDS A VOTE
"FOR" EACH OF THE PROPOSALS

<PAGE>

ACCOUNT NUMBER:
SHARES:
CONTROL NO.:

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]

KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<TABLE>
<CAPTION>

VOTE ON PROPOSALS