-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AsRa3dQcoVdTlJtuwKkfg2jHnT3tA8UJkiziF8JW++mBIOh05GvCgddYjmD+JhZS 7ZhnZOrOX2Mjw2owH34xRQ== 0000949377-06-000745.txt : 20060901 0000949377-06-000745.hdr.sgml : 20060901 20060901163059 ACCESSION NUMBER: 0000949377-06-000745 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061031 FILED AS OF DATE: 20060901 DATE AS OF CHANGE: 20060901 EFFECTIVENESS DATE: 20060901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX ADVISER TRUST CENTRAL INDEX KEY: 0001241554 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-21371 FILM NUMBER: 061071943 BUSINESS ADDRESS: STREET 1: 101 MUNSON STREET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 800 243 1574 MAIL ADDRESS: STREET 1: 56 PROSPECT STREET STREET 2: P.O. BOX 150480 CITY: HARTFORD STATE: CT ZIP: 06115-0480 FORMER COMPANY: FORMER CONFORMED NAME: JANUS ADVISER DATE OF NAME CHANGE: 20030613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX STRATEGIC EQUITY SERIES FUND CENTRAL INDEX KEY: 0000796299 IRS NUMBER: 136022078 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04727 FILM NUMBER: 061071944 BUSINESS ADDRESS: STREET 1: 101 MUNSON STREET STREET 2: 101 MUNSON STREET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 800 243-1574 MAIL ADDRESS: STREET 1: 56 PROSPECT STREET STREET 2: P.O.BOX 150480 CITY: HARTFORD STATE: CT ZIP: 06115-0480 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX EQUITY OPPORTUNITIES FUND DATE OF NAME CHANGE: 19940505 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL STOCK FUND DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX PHOLIOs CENTRAL INDEX KEY: 0001015429 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07643 FILM NUMBER: 061071947 BUSINESS ADDRESS: STREET 1: 101 MUNSON STREET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 8002431574 MAIL ADDRESS: STREET 1: 56 PROSPECT STREET STREET 2: P.O.BOX 150480 CITY: HARTFORD STATE: CT ZIP: 06115-0480 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX PARTNER SELECT FUNDS DATE OF NAME CHANGE: 20030710 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX ABERDEEN SERIES FUND DATE OF NAME CHANGE: 19960528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX MULTI SERIES TRUST CENTRAL INDEX KEY: 0000884122 IRS NUMBER: 22316 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06566 FILM NUMBER: 061071949 BUSINESS ADDRESS: STREET 1: 101 MUNSON STREET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 800 243-1574 MAIL ADDRESS: STREET 1: 56 PROSPECT STREET STREET 2: PO BOX 150480 CITY: HARTFORD STATE: CT ZIP: 06115-0480 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX GOODWIN MULTI SECTOR SHORT TERM BOND FUND DATE OF NAME CHANGE: 19990827 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX MULTI SECTOR SHORT TERM BOND FUND DATE OF NAME CHANGE: 19960628 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX ASSET RESERVE DATE OF NAME CHANGE: 19940303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX INVESTMENT TRUST 97 CENTRAL INDEX KEY: 0001045018 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08343 FILM NUMBER: 061071952 BUSINESS ADDRESS: STREET 1: 101 MUNSON ST CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 800 243-1574 MAIL ADDRESS: STREET 1: 56 PROSPECT STREET STREET 2: P.O. BOX 150480 CITY: HARTFORD STATE: CT ZIP: 06115-0480 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX INSTITUTIONAL MUTUAL FUNDS CENTRAL INDEX KEY: 0001004658 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-09140 FILM NUMBER: 061071954 BUSINESS ADDRESS: STREET 1: 101 MUNSON STREET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 8008141897 MAIL ADDRESS: STREET 1: 56 PROSPECT ST P.O. BOX 150480 CITY: HARTFORD STATE: CT ZIP: 06115-0480 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS DATE OF NAME CHANGE: 19951207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX OPPORTUNITIES TRUST CENTRAL INDEX KEY: 0001005020 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07455 FILM NUMBER: 061071948 BUSINESS ADDRESS: STREET 1: 101 MUNSON STREET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 415 677-1570 MAIL ADDRESS: STREET 1: 56 PROSPECT STREET STREET 2: P.O. BOX 150480 CITY: HARTFORD STATE: CT ZIP: 06115-0480 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX SENECA FUNDS DATE OF NAME CHANGE: 19990122 FORMER COMPANY: FORMER CONFORMED NAME: SENECA FUNDS DATE OF NAME CHANGE: 19951218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX INVESTMENT SERIES FUND CENTRAL INDEX KEY: 0000796298 IRS NUMBER: 136022076 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04725 FILM NUMBER: 061071953 BUSINESS ADDRESS: STREET 1: 101 MUNSON STREET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 800 243-1574 MAIL ADDRESS: STREET 1: 56 PROSPECT STREET STREET 2: PO BOX 150480 CITY: HARTFORD STATE: CT ZIP: 06115-0480 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX OAKHURST INCOME & GROWTH FUND DATE OF NAME CHANGE: 19990827 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX INCOME & GROWTH FUND DATE OF NAME CHANGE: 19940621 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL INCOME & GROWTH FUND DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX EQUITY TRUST CENTRAL INDEX KEY: 0000034273 IRS NUMBER: 036066130 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-00945 FILM NUMBER: 061071955 BUSINESS ADDRESS: STREET 1: 101 MUNSON STEET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 800 243-1574 MAIL ADDRESS: STREET 1: 56 PROSPECT STREET STREET 2: PO BOX 150480 CITY: HARTFORD STATE: CT ZIP: 06115-0480 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX ABERDEEN WORLDWIDE OPPORTUNITIES FUND DATE OF NAME CHANGE: 19981215 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX WORLDWIDE OPPORTUNITIES FUND DATE OF NAME CHANGE: 19940505 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL WORLDWIDE OPPORTUNITIES FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX ASSET TRUST CENTRAL INDEX KEY: 0001018593 IRS NUMBER: 956981193 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07705 FILM NUMBER: 061071958 BUSINESS ADDRESS: STREET 1: 101 MUNSON STREET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: (800) 243-4361 MAIL ADDRESS: STREET 1: 56 PROSPECT ST. STREET 2: P.O. BOX 150480 CITY: HARTFORD STATE: CT ZIP: 06115-0480 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX-KAYNE FUNDS DATE OF NAME CHANGE: 20021223 FORMER COMPANY: FORMER CONFORMED NAME: KAYNE ANDERSON RUDNICK MUTUAL FUNDS DATE OF NAME CHANGE: 20010226 FORMER COMPANY: FORMER CONFORMED NAME: KAYNE ANDERSON MUTUAL FUNDS DATE OF NAME CHANGE: 19960711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX CA TAX-EXEMPT BOND FUND CENTRAL INDEX KEY: 0000718027 IRS NUMBER: 133165458 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-03714 FILM NUMBER: 061071957 BUSINESS ADDRESS: STREET 1: 101 MUNSON STREET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 8002431574 MAIL ADDRESS: STREET 1: 56 PROSPECT STREET STREET 2: P.O. BOX 150480 CITY: HARTFORD STATE: CT ZIP: 06115-0480 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX GOODWIN CALIFORNIA TAX EXEMPT BOND FUND DATE OF NAME CHANGE: 20011016 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX GOODWIN CALIFORNIA TAX EXEMPT BONDS INC DATE OF NAME CHANGE: 19990825 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX CALIFORNIA TAX EXEMPT BONDS INC DATE OF NAME CHANGE: 19940330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX INVESTMENT TRUST 06 CENTRAL INDEX KEY: 0000784880 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04506 FILM NUMBER: 061071951 BUSINESS ADDRESS: STREET 1: 101 MUNSON STREET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: (800) 243-4361 MAIL ADDRESS: STREET 1: 56 PROSPECT STREET, P.O. BOX 150480 CITY: HARTFORD STATE: CT ZIP: 06115-0480 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX ENGEMANN FUNDS DATE OF NAME CHANGE: 19970731 FORMER COMPANY: FORMER CONFORMED NAME: PASADENA INVESTMENT TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PASADENA GROWTH FUND DATE OF NAME CHANGE: 19860608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX PORTFOLIOS CENTRAL INDEX KEY: 0001054424 IRS NUMBER: 133987445 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08631 FILM NUMBER: 061071946 BUSINESS ADDRESS: STREET 1: 900 THIRD AVE., 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124511357 MAIL ADDRESS: STREET 1: 56 PROSPECT ST, STREET 2: P.O. BOX 150480 CITY: HARTFORD STATE: CT ZIP: 06115-0480 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX EUCLID FUNDS DATE OF NAME CHANGE: 19990625 FORMER COMPANY: FORMER CONFORMED NAME: EUCLID MUTUAL FUNDS DATE OF NAME CHANGE: 19980203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX EQUITY SERIES FUND CENTRAL INDEX KEY: 0001040892 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08245 FILM NUMBER: 061071956 BUSINESS ADDRESS: STREET 1: 101 MUNSON STREET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 8002431574 MAIL ADDRESS: STREET 1: 56 PROSPECT ST, P.O. BOX 150480 CITY: HARTFORD STATE: CT ZIP: 06115-0480 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX MULTI PORTFOLIO FUND CENTRAL INDEX KEY: 0000826737 IRS NUMBER: 043016539 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05436 FILM NUMBER: 061071950 BUSINESS ADDRESS: STREET 1: 101 MUNSON STREET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 800 243-1574 MAIL ADDRESS: STREET 1: 56 PROSPECT STREET STREET 2: P.O. BOX 150480 CITY: HARTFORD STATE: CT ZIP: 06115-0480 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX SERIES FUND CENTRAL INDEX KEY: 0000019469 IRS NUMBER: 046014364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-00810 FILM NUMBER: 061071945 BUSINESS ADDRESS: STREET 1: 101 MUNSON ST CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 800 243-1574 MAIL ADDRESS: STREET 1: 56 PROSPECT STREET STREET 2: P.O. BOX 150480 CITY: HARTFORD STATE: CT ZIP: 06115-0480 FORMER COMPANY: FORMER CONFORMED NAME: CHASE FUND OF BOSTON DATE OF NAME CHANGE: 19800815 0000019469 S000001330 PHOENIX CORE BOND FUND C000003557 CLASS A PHGBX C000003558 CLASS B PUSBX C000003559 CLASS C PUSCX 0000019469 S000001331 PHOENIX BALANCED FUND C000003560 CLASS A PHBLX C000003561 CLASS B PBCBX C000003562 CLASS C PSBCX 0000019469 S000001332 PHOENIX CAPITAL GROWTH FUND C000003563 CLASS A PHGRX C000003564 CLASS B PGTBX 0000019469 S000001333 PHOENIX HIGH YIELD FUND C000003565 CLASS A PHCHX C000003566 CLASS B PHCCX C000003567 CLASS C PGHCX 0000019469 S000001334 PHOENIX MID-CAP GROWTH FUND C000003568 CLASS A PHSKX C000003569 CLASS B PSKBX C000003570 CLASS C PSKCX 0000019469 S000001335 PHOENIX MONEY MARKET FUND C000003571 CLASS A PMMXX 0000034273 S000001384 PHOENIX WORLDWIDE STRATEGIES FUND C000003695 CLASS A NWWOX C000003696 CLASS B WWOBX C000003697 CLASS C WWOCX 0000034273 S000001385 PHOENIX MID-CAP VALUE FUND C000003698 CLASS A FMIVX C000003699 CLASS C FMICX 0000034273 S000001386 PHOENIX PATHFINDER FUND C000003700 CLASS A PPTAX C000003701 CLASS C PPTCX 0000034273 S000001387 PHOENIX RELATIVE VALUE FUND C000003702 CLASS A PVRAX C000003703 CLASS C PVRCX 0000034273 S000001388 PHOENIX TOTAL VALUE FUND C000003704 CLASS A PTVAX C000003705 CLASS C PTVCX 0000718027 S000001372 PHOENIX CA TAX-EXEMPT BOND FUND C000003662 CLASS A CTESX C000003663 CLASS B CAEBX C000037782 Class X 0000784880 S000001326 PHOENIX ALL-CAP GROWTH FUND C000003545 CLASS A PASGX C000003546 CLASS B PGOBX C000003547 CLASS C PGOCX 0000784880 S000001328 PHOENIX NIFTY FIFTY FUND C000003551 CLASS A PANFX C000003552 CLASS B PANBX C000003553 CLASS C PANCX 0000784880 S000001329 PHOENIX SMALL-CAP GROWTH FUND C000003554 CLASS A PAMAX C000003555 CLASS B PSMGX C000003556 CLASS C PEMCX 0000796298 S000001378 PHOENIX INCOME & GROWTH FUND C000003678 CLASS A NAINX C000003679 CLASS B NBINX C000003680 CLASS C POICX 0000796298 S000001379 PHOENIX GLOBAL UTILITIES FUND C000003681 CLASS A PGUAX C000003682 CLASS C PGUCX 0000796299 S000001389 PHOENIX STRATEGIC GROWTH FUND C000003706 CLASS A PSTAX C000003707 CLASS B PBTHX C000003708 CLASS C SSTFX C000037785 Class X 0000796299 S000001390 PHOENIX LARGE-CAP GROWTH FUND C000003709 CLASS A SGCRX C000003710 CLASS B SGBEX C000003711 CLASS C SGCCX C000003712 CLASS X SGCIX 0000796299 S000001391 PHOENIX DYNAMIC GROWTH FUND C000003713 CLASS A PDYAX C000018568 CLASS C 0000796299 S000001393 PHOENIX FUNDAMENTAL GROWTH FUND C000003715 CLASS A PHFAX C000018569 CLASS C 0000826737 S000001368 PHOENIX EMERGING MARKETS BOND FUND C000003651 CLASS A PEMAX C000003652 CLASS B PEMBX C000003653 CLASS C PGMCX 0000826737 S000001369 PHOENIX INTERNATIONAL STRATEGIES FUND C000003654 CLASS A PHITX C000003655 CLASS B PINBX C000003656 CLASS C PAICX 0000826737 S000001370 PHOENIX REAL ESTATE SECURITIES FUND C000003657 CLASS A PHRAX C000003658 CLASS B PHRBX C000003659 CLASS C PHRCX 0000826737 S000001371 PHOENIX TAX EXEMPT BOND FUND C000003660 CLASS A PHTBX C000003661 CLASS B PTBBX 0000884122 S000001395 PHOENIX MULTI-SECTOR FIXED INCOME FUND C000003717 CLASS A NAMFX C000003718 CLASS B NBMFX C000003719 CLASS C NCMFX 0000884122 S000001396 PHOENIX MULTI-SECTOR SHORT TERM BOND FUND C000003720 CLASS A NARAX C000003721 CLASS B PBARX C000003722 CLASS C PSTCX C000003723 CLASS T PMSTX 0000884122 S000001397 PHOENIX HIGH YIELD SECURITIES FUND C000003724 CLASS A PYSAX C000003725 CLASS C PYSCX 0001004658 S000001398 PHOENIX INSTITUTIONAL BOND FUND C000003726 CLASS X PXMBX C000003727 CLASS Y PYMBX 0001004658 S000001399 PHOENIX LOW-DURATION CORE PLUS BOND FUND C000003728 CLASS X PLDCX C000003729 CLASS Y PLDYX 0001005020 S000001336 PHOENIX BOND FUND C000003572 CLASS A SAVAX C000003573 CLASS B SAVBX C000003574 CLASS C SAVCX C000003575 CLASS X SAVYX 0001005020 S000001338 PHOENIX EARNINGS DRIVEN GROWTH FUND C000003580 CLASS A EDGEX C000003581 CLASS B EDBEX C000003582 CLASS C EDBCX C000003583 CLASS X EDGIX 0001005020 S000013160 Phoenix Growth Opportunities Fund C000035425 Class A C000035426 Class C 0001015429 S000001400 PHOENIX WEALTH BUILDER PHOLIO C000003730 CLASS A PWBAX C000003731 CLASS C PWBCX 0001015429 S000001401 PHOENIX WEALTH GUARDIAN PHOLIO C000003732 CLASS A PSWAX C000003733 CLASS C PSWCX 0001015429 S000001402 PHOENIX CONSERVATIVE INCOME PHOLIO C000003734 CLASS A PHPAX C000003735 CLASS C PHPCX 0001015429 S000001403 PHOENIX WEALTH ACCUMULATOR PHOLIO C000003736 CLASS A PWAAX C000003737 CLASS C PWACX 0001015429 S000001404 PHOENIX WEALTH PRESERVER PHOLIO C000003738 CLASS A PWPAX C000003739 CLASS C PWPCX 0001015429 S000004299 PHOENIX DIVERSIFIER PHOLIO C000012023 CLASS A PDPAX C000012024 CLASS C PDPCX 0001015429 S000004300 PHOENIX INTERNATIONAL PHOLIO C000012025 CLASS A PIAPX C000012026 CLASS C PICPX 0001018593 S000001373 PHOENIX RISING DIVIDENDS FUND C000003664 CLASS A PKLAX C000003665 CLASS B PKLBX C000003666 CLASS C PKLCX C000003667 CLASS X PKLFX 0001018593 S000001374 PHOENIX SMALL-MID CAP FUND C000003668 CLASS A PKSAX C000003669 CLASS B PKSBX C000003670 CLASS C PKSCX C000003671 CLASS X PKSFX 0001018593 S000001377 PHOENIX CA INTERMEDIATE TAX-FREE BOND FUND C000003677 CLASS X KATFX 0001040892 S000001380 PHOENIX GROWTH & INCOME FUND C000003683 CLASS A PDIAX C000003684 CLASS B PBGIX C000003685 CLASS C PGICX 0001045018 S000001382 PHOENIX SMALL CAP VALUE FUND C000003689 CLASS A PDSAX C000003690 CLASS B PDSBX C000003691 CLASS C PDSCX 0001045018 S000001383 PHOENIX VALUE EQUITY FUND C000003692 CLASS A PVEAX C000003693 CLASS B PVEBX C000003694 CLASS C PVECX 0001045018 S000012726 Phoenix Quality Small-Cap Fund C000034273 Class A PQSAX C000034274 Class C PQSCX C000034275 Class X PXQSX 0001045018 S000012727 Phoenix Small-Cap Sustainable Growth Fund C000034276 Class A PSGAX C000034277 Class C PSGCX C000034278 Class X PXSGX 0001054424 S000001381 PHOENIX MARKET NEUTRAL FUND C000003686 CLASS A EMNAX C000003687 CLASS B EMNBX C000003688 CLASS C EMNCX 0001241554 S000001339 PHOENIX FOCUSED VALUE FUND C000003584 CLASS A JVVAX C000003585 CLASS C JVVCX 0001241554 S000001340 PHOENIX FOREIGN OPPORTUNITIES FUND C000003586 CLASS A JVIAX C000003587 CLASS C JVICX C000037877 Class X DEF 14A 1 complexwide77889-def14a.txt DEFINITIVE PROXY SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__) Filed by the Registrant |X| Filed by a Party other than the Registrant |_| Check the appropriate box: |_| 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 Rule 14a-12 Phoenix Adviser Trust Registration Nos. 811-21371 and 333-106142 Phoenix Asset Trust (formerly Phoenix-Kayne Funds) Registration Nos. 811-07705 and 333-08045 Phoenix CA Tax-Exempt Bond Fund Registration Nos. 811-03714 and 002-83024 Phoenix Equity Series Fund Registration Nos. 811-08245 and 333-29043 Phoenix Equity Trust Registration Nos. 811-00945 and 333-118174 Phoenix Institutional Mutual Funds Registration Nos. 811-09140 and 033-80057 Phoenix Investment Series Fund Registration Nos. 811-04725 and 033-06930 Phoenix Investment Trust 97 Registration Nos. 811-08343 and 333-34537 Phoenix Investment Trust 06 (formerly Phoenix-Engemann Funds) Registration Nos. 811-04506 and 033-01922 Phoenix Multi-Portfolio Fund Registration Nos. 811-05436 and 033-19423 Phoenix Multi-Series Trust Registration Nos. 811-06566 and 033-45758 Phoenix Opportunities Trust Registration Nos. 811-07455 and 033-65137 Phoenix PHOLIOs Registration Nos. 811-07643 and 333-05039 Phoenix Portfolios Registration Nos. 811-08631 and 333-45675 Phoenix Series Fund Registration Nos. 811-00810 and 002-14069 Phoenix Strategic Equity Series Fund Registration Nos. 811-04727 and 033-06931 (Name of Registrant as Specified in Its Charter/Declaration of Trust) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (Check the 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 Statement no.: (3) Filing Party: (4) Date Filed: [LOGO] PHOENIX 56 Prospect Street Phone 860.403.5000 INVESTMENT PARTNERS PO Box 150480 Phone 800.243.4361 Hartford, CT 06115-0480
PHOENIX INVESTMENT PARTNERS A member of The Phoenix Companies, Inc. IMPORTANT: PLEASE VOTE YOUR SHARES BEFORE OCTOBER 31, 2006. September 1, 2006 Dear Shareholder: I encourage you to take the time to read the enclosed proxy statement and cast your ballot for a special October 31, 2006 meeting of shareholders of each series of Phoenix Adviser Trust, Phoenix Asset Trust, Phoenix CA Tax-Exempt Bond Fund, Phoenix Equity Series, Phoenix Equity Trust, Phoenix Institutional Mutual Funds, Phoenix Investment Series Fund, Phoenix Investment Trust 97, Phoenix Investment Trust 06, Phoenix Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix Opportunities Trust, Phoenix PHOLIOs, Phoenix Portfolios, Phoenix Series Fund and Phoenix Strategic Equity Series Fund (the "Trusts"). Each series of a Trust is referred to as a "Fund" and collectively as the "Funds" unless otherwise specified. Your vote is vital to the outcome of several proposals that are being presented by the Board of Trustees of each Trust. Among the proposals being presented to the shareholders of the Funds is the election of eleven Trustees to serve on each Board of Trustees until the next meeting of shareholders at which Trustees are elected and the ratification of the selection of PricewaterhouseCoopers LLC as the independent registered public accounting firm for the Funds. Shareholders of the Funds identified in Proposal 2 of the enclosed Proxy Statement (the "Manager-of-Managers Funds") are being asked to permit Phoenix Investment Counsel, Inc. ("PIC"), investment adviser of each Trust, to hire and replace subadvisers or to modify subadvisory agreements without shareholder approval. Further, shareholders of the Funds identified in Proposals 3, 4 and 5 of the enclosed Proxy Statement (the "Fundamental Restriction Funds") are being asked to amend certain of their fundamental investment restrictions. In addition, shareholders of the Funds identified in Proposal 6 of the enclosed Proxy Statement (the "Investment Objective Funds") are being presented with a proposal to reclassify their investment objectives from fundamental to non-fundamental. Proposal details are included in the enclosed Proxy Statement, which also provides answers to questions about each proposal, the voting process and the shareholder meeting. Each Board of Trustees has carefully assessed these proposals, and unanimously recommends that shareholders vote FOR the proposals. To confirm the Board recommendations, please vote FOR all the proposals on the enclosed proxy card. YOUR VOTE COUNTS AND DELAYING TO VOTE CAN POTENTIALLY ADD TO THE COST OF THIS PROXY SOLICITATION. PLEASE CAST YOUR BALLOT TODAY - ONLINE, BY TELEPHONE OR BY MAIL - BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. If you have any questions, please call Phoenix Mutual Fund Services at 1-800-243-1574, Monday through Thursday, 8 a.m. to 6 p.m. Eastern Time, Friday until 5 p.m. Your vote is important. Please take a moment after reviewing the enclosed materials to sign and return your proxy card in the enclosed postage paid return envelope. If we do not hear from you after a reasonable amount of time, you may receive a telephone call from our proxy solicitor, Computershare Fund Services, Inc., reminding you to vote your shares. Sincerely, /s/ Daniel T. Geraci President and Chief Executive Officer Phoenix Investment Partners, Ltd. This letter has been prepared solely for the information of existing shareholders. This letter is not authorized for distribution to prospective investors. Distributed by PHOENIX EQUITY PLANNING CORPORATION, member NASD and subsidiary of Phoenix Investment Partners, Ltd. 56 Prospect St, PO Box 150480, Hartford, CT 06115-0480. 860 403-5000 Q & A FOR SHAREHOLDERS While we encourage you to read the full text of the enclosed Proxy Statement, here's a brief overview of some matters affecting the Funds of the Trusts that will be the subject of a shareholder vote. Q. What issues am I being asked to vote on at the upcoming meeting on October 31, 2006? A. As described in the enclosed Proxy Statement, shareholders of the Trusts are asked to approve: - The election of eleven trustees to serve on the Board of Trustees; and - A proposal to ratify the appointment of PricewaterhouseCoopers LLC as the independent registered public accounting firm for the Funds. Shareholders of the Manager-of-Managers Funds listed at the end of this Q & A are asked to approve: - A proposal to permit PIC to hire and replace subadvisers or to modify subadvisory agreements without shareholder approval. Shareholders of the Fundamental Restriction Funds listed at the end of this Q & A are asked to approve: - A proposal to amend and remove certain fundamental investment restrictions of the Fundamental Restriction Funds. Shareholders of the Investment Objective Funds listed at the end of this Q & A are asked to approve: - A proposal to reclassify the investment objectives of the Investment Objective Funds from fundamental to non-fundamental. Q. Why am I being asked to elect new Trustees? A. None of the Trusts' Declarations of Trust require the annual election of Trustees. However, pursuant to Section 16 of the Investment Company Act of 1940, as amended, each Trust is required to hold a shareholder meeting for the purpose of electing Trustees if, after a vacancy arises on the Board of Trustees, less than two-thirds (2/3) of the Trustees holding office would have been elected by shareholders. As a result, the addition of new Trustees requires a vote of the shareholders. In connection with the foregoing, the Boards considered the qualifications of each of the nominees, including those nominees that currently serve as Trustees, and determined that the breadth and depth of the Boards, by virtue of the varied backgrounds and qualifications of their nominees, are beneficial to shareholders. Q. Why am I being asked to vote on a proposal to permit PIC to hire and replace subadvisers or to modify subadvisory agreements without shareholder approval? A. PIC has significant experience hiring and supervising subadvisers. Each Board of Trustees believes the proposal will benefit shareholders by allowing PIC, with Board approval, to access broader money management expertise and hire or replace subadvisers without the costly expense of, and unnecessary delays associated with, proxy solicitations. This is especially true in today's rapidly changing securities markets. The management of Fund assets can be addressed swiftly as changes may be needed. The Funds have already obtained exemptive relief from the Securities and Exchange Commission permitting them to operate in this manner as long as (i) shareholder approval is obtained, (ii) the relevant Board approves each subadviser or subadvisory agreement change and (iii) certain information is provided to shareholders within 90 days of any changes being made. Q. Does PIC intend to recommend that any of the Funds hire or change a subadviser? A. No. As of the date of this Proxy Statement, the Boards do not expect to consider any new subadvisers for the Funds. However, if this proposal is approved, new subadvisers could be hired without the expense of a shareholder meeting. Q. Will the advisory fees and expenses of the Funds increase if this proposal is approved? A. No, the advisory fee schedule will not change. A subadviser will be paid a portion of the advisory fee currently paid to PIC as described in the advisory agreement between PIC and each Trust, on behalf of the Funds. Please refer to the prospectus of each Fund, available on our web site, www.PhoenixFunds.com, for information about advisory fees. Q. Will I be notified of any changes to a Fund's subadvisory arrangements? A. Yes. Within 90 days of a change to a Fund's subadvisory arrangements, you will be provided with a written notice that contains substantially the same information about the subadviser, the subadvisory agreement and the subadvisory fee that would have been included in a proxy statement if shareholder approval had been required. Q. Why am I being asked to vote on a proposal to change certain fundamental investment restrictions of the Fundamental Restriction Funds? A. Each Board of Trustees believes the proposed changes in investment restrictions will benefit shareholders by allowing the portfolio managers of the Fundamental Restriction Funds to adapt more quickly to future changes in investment opportunities. In addition, because certain of the Fundamental Restriction Funds became part of the Phoenix Fund Complex after their formation, such Funds contain fundamental investment policies that do not conform to the standard fundamental investment policies of the Funds in the Phoenix Fund Complex. The proposed changes in investment restrictions are designed to conform the fundamental investment policies of such Funds to the fundamental investment policies of the other Funds in the Phoenix Fund Complex. The Board of Trustees desires to have comparable fundamental investment restrictions in place for all of the Funds in the Phoenix Fund Complex, thereby enhancing the portfolio managers' ability to execute the investment strategies and enhancing the compliance infrastructure for the Funds. Q. Why am I being asked to vote for the reclassification of the investment objective of the Investment Objective Funds from fundamental to non-fundamental? A. In order to reclassify an investment objective from fundamental to non-fundamental, shareholder approval is necessary. There is no requirement that a Fund's investment objective be fundamental. If approved by shareholders, this proposal would allow the Board of Trustees to change a Fund's investment objective when the Board believes it is in the best interests of shareholders or when necessary to comply with possible future regulatory changes. Shareholders of the Investment Objective Funds would receive notice prior to the implementation of any change to the investment objective. Q. Why am I being asked to vote on a proposal to ratify the appointment of PricewaterhouseCoopers LLC as the independent registered public accounting firm for the Trusts? A. PricewaterhouseCoopers LLC has acted as the independent registered public accounting firm for the Trusts for many years. Each Board of Trustees has recently selected PricewaterhouseCoopers LLC to act as the independent registered public accounting firm for each Trust's fiscal year ending in 2006. Each Board's selection was recommended by its Audit Committee at a meeting held on May 18, 2006. The Audit Committee of each Board meets at least twice a year with representatives of PricewaterhouseCoopers LLP to discuss the scope of their engagement and review the financial statements of the Funds and the results of their examinations thereof. In addition, PricewaterhouseCoopers LLC does not have any direct financial interest or any material indirect financial interest in any of the Funds. Q. What happens if a proposal is not approved? A. If the required vote is not received with respect to any of the proposals, the Boards of Trustees will determine what options are available for the Funds. Q. Has each Board of Trustees approved the applicable proposals? A. Yes. Each Board of Trustees has approved the applicable proposals and recommends that you vote in favor of the proposals. Q. Who will pay for the proxy solicitation and legal costs associated with the proposals? A. The costs associated with this Proxy Statement will substantially all be borne proportionately by the Funds. A small portion of the costs will be paid for by Phoenix Investment Partners, Ltd., parent of the Funds' investment adviser. Q. Are there service or account changes I need to know about? A. There will be no changes to your Phoenix account or account services. Q. How do I vote my shares? A. You can vote your shares by computer by going to the Internet address provided on the proxy card or by telephone by calling the toll-free number on the proxy card and following the instructions, using your proxy card as a guide. Alternatively, you can vote your shares by attending the Meeting, or if you don't expect to attend, by completing and signing the enclosed proxy card, and mailing it in the enclosed postage-paid envelope. IT IS IMPORTANT THAT YOU VOTE PROMPTLY. Q. Will anyone contact me? A. You may receive a call from the Funds' proxy solicitor, Computershare Fund Services, Inc. to verify that you received your proxy materials, to answer any questions you may have about the proposal and to encourage you to vote. Q. What should I do if I receive more than one proxy card? A. Because each Fund's shareholders must vote separately, you may be sent a proxy card for each Fund account that you have. PLEASE VOTE ON ALL PROPOSALS SHOWN ON EACH PROXY CARD THAT YOU RECEIVE. Q. Whom should I call for additional information about this Proxy Statement? A. If you have questions about your Fund, please call Phoenix Mutual Fund Services at 1-800-243-1574 Monday through Thursday, 8 a.m. to 6 p.m. Eastern Time, Friday until 5 p.m. Computershare Fund Services, Inc. ("CFS") has been engaged to assist in the solicitation of proxies. If you should require assistance in voting your shares, please call Computershare Fund Services, your Fund's proxy agent, at 1-866-343-1411. As the meeting date approaches, certain shareholders of each Fund may receive a telephone call from a representative of CFS if their votes have not yet been received. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. The Trustees believe that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined. In all cases in which a telephonic proxy is solicited, the CFS representative is required to ask for each shareholder's full name and address or employer identification number, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the CFS representative is required to ask for the person's title and confirmation that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information provided to CFS, then the CFS representative has the responsibility to explain the process, read the proposals listed on the proxy card and ask for the shareholder's instructions on each proposal. Although the CFS representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement. CFS will record the shareholder's instructions on the call. Within 72 hours, the shareholder will be contacted by mail to confirm his or her vote and ask the shareholder to call CFS immediately if his or her instructions are not correctly reflected in the confirmation. MANAGER OF MANAGERS FUNDS (PROPOSAL 2) - -------------------------------------- PHOENIX ASSET TRUST Phoenix Rising Dividends Fund Phoenix Small-Mid Cap Fund PHOENIX CA TAX-EXEMPT BOND FUND PHOENIX EQUITY SERIES FUND Phoenix Growth & Income Fund PHOENIX EQUITY TRUST Phoenix Mid-Cap Value Fund Phoenix Worldwide Strategies Fund PHOENIX INSTITUTIONAL MUTUAL FUNDS Phoenix Institutional Bond Fund Phoenix Low-Duration Core Plus Bond Fund PHOENIX INVESTMENT SERIES FUND Phoenix Global Utilities Fund Phoenix Income & Growth Fund PHOENIX INVESTMENT TRUST 06 Phoenix All-Cap Growth Fund Phoenix Nifty Fifty Fund Phoenix Small-Cap Growth Fund PHOENIX INVESTMENT TRUST 97 Phoenix Small-Cap Value Fund Phoenix Value Equity Fund PHOENIX MULTI-PORTFOLIO FUND Phoenix International Strategies Fund Phoenix Real Estate Securities Fund PHOENIX MULTI-SERIES TRUST Phoenix Multi-Sector Fixed Income Fund Phoenix Multi-Sector Short Term Bond Fund PHOENIX OPPORTUNITIES TRUST Phoenix Bond Fund Phoenix Earnings Driven Growth Fund PHOENIX PHOLIOs(SM) Phoenix Conservative Income PHOLIO Phoenix Diversifier PHOLIO Phoenix International PHOLIO Phoenix Wealth Accumulator PHOLIO Phoenix Wealth Builder PHOLIO Phoenix Wealth Guardian PHOLIO Phoenix Wealth Preserver PHOLIO PHOENIX PORTFOLIOS Phoenix Market Neutral Fund PHOENIX SERIES FUND Phoenix Balanced Fund Phoenix Capital Growth Fund Phoenix Core Bond Fund Phoenix High Yield Fund Phoenix Mid-Cap Growth Fund Phoenix Money Market Fund PHOENIX STRATEGIC EQUITY SERIES FUND Phoenix Strategic Growth Fund FUNDAMENTAL RESTRICTION FUNDS (PROPOSALS 3, 4 AND 5) - ---------------------------------------------------- Fundamental Restriction with Respect to Loans (Proposal 3): PHOENIX CA TAX-EXEMPT BOND FUND PHOENIX EQUITY SERIES FUND Phoenix Growth & Income Fund PHOENIX EQUITY TRUST Phoenix Mid-Cap Value Fund Phoenix Pathfinder Fund Phoenix Relative Value Fund Phoenix Total Value Fund Phoenix Worldwide Strategies Fund PHOENIX INSTITUTIONAL MUTUAL FUNDS Phoenix Institutional Bond Fund Phoenix Low Duration Core Plus Bond Fund PHOENIX INVESTMENT SERIES FUND Phoenix Global Utilities Fund Phoenix Income & Growth Fund PHOENIX INVESTMENT TRUST 97 Phoenix Small-Cap Value Fund Phoenix Value Equity Fund PHOENIX INVESTMENT TRUST 06 Phoenix All-Cap Growth Fund Phoenix Nifty Fifty Fund Phoenix Small-Cap Growth Fund PHOENIX MULTI-PORTFOLIO FUND Phoenix Emerging Markets Bond Fund Phoenix International Strategies Fund Phoenix Real Estate Securities Fund PHOENIX MULTI-SERIES TRUST Phoenix High Yield Securities Fund Phoenix Multi-Sector Fixed Income Fund Phoenix Multi-Sector Short Term Bond Fund PHOENIX OPPORTUNITIES TRUST Phoenix Bond Fund Phoenix Earnings Driven Growth Fund Phoenix Growth Opportunities Fund PHOENIX PHOLIOs Phoenix Conservative Income PHOLIO Phoenix Diversifier PHOLIO Phoenix International PHOLIO Phoenix Wealth Accumulator PHOLIO Phoenix Wealth Builder PHOLIO Phoenix Wealth Guardian PHOLIO Phoenix Wealth Preserver PHOLIO PHOENIX PORTFOLIOS Phoenix Market Neutral Fund PHOENIX SERIES FUND Phoenix Balanced Fund Phoenix Capital Growth Fund Phoenix Core Bond Fund Phoenix High Yield Fund Phoenix Mid-Cap Growth Fund Phoenix Money Market Fund PHOENIX STRATEGIC EQUITY SERIES FUND Phoenix Dynamic Growth Fund Phoenix Fundamental Growth Fund Phoenix Strategic Growth Fund OTHER FUNDAMENTAL RESTRICTION FUNDS (PROPOSALS 4 AND 5) - ------------------------------------------------------- PHOENIX ASSET TRUST Phoenix Rising Dividends Fund Phoenix Small-Mid Cap Fund PHOENIX ADVISER TRUST Phoenix Focused Value Fund Phoenix Foreign Opportunities Fund Changes in the Fundamental Investment Restrictions of the Phoenix Asset Trust (Proposal 4): Proposal 4A: Investment of Assets in a Single Open-End Investment Company Proposal 4B: Change of Status as a Diversified Series Proposal 4C: Investment of More Than 25% of Assets in Companies Engaged in One Industry Proposal 4D: Limits on Borrowing Proposal 4E: Issuance of Senior Securities Proposal 4F: Underwriting Activities Proposal 4G: Purchase and Sale of Real Estate Proposal 4H: Purchase and Sale of Commodities and Commodities Contracts Proposal 4I: Lending Assets Changes in the Fundamental Investment Restrictions of the Phoenix Adviser Trust (Proposal 5): Proposal 5A: Investment of More Than 25% of Assets in Companies Engaged in One Industry Proposal 5B: Limits on Borrowing Proposal 5C: Issuance of Senior Securities Proposal 5D: Underwriting Activities Proposal 5E: Purchase and Sale of Real Estate Proposal 5F: Lending Assets INVESTMENT OBJECTIVE FUNDS (PROPOSAL 6) - --------------------------------------- PHOENIX ASSET TRUST Phoenix Rising Dividends Fund Phoenix Small-Mid Cap Fund PHOENIX CA TAX-EXEMPT BOND FUND PHOENIX EQUITY SERIES FUND Phoenix Growth & Income Fund PHOENIX EQUITY TRUST Phoenix Worldwide Strategies Fund PHOENIX INSTITUTIONAL MUTUAL FUNDS Phoenix Institutional Bond Fund PHOENIX INVESTMENT SERIES FUND Phoenix Income & Growth Fund (Primary Objective) PHOENIX INVESTMENT TRUST 06 Phoenix All-Cap Growth Fund Phoenix Nifty Fifty Fund Phoenix Small-Cap Growth Fund PHOENIX INVESTMENT TRUST 97 Phoenix Small-Cap Value Fund Phoenix Value Equity Fund PHOENIX MULTI-PORTFOLIO FUND Phoenix Emerging Markets Bond Fund Phoenix International Strategies Fund Phoenix Real Estate Securities Fund PHOENIX MULTI-SERIES TRUST Phoenix Multi-Sector Fixed Income Fund Phoenix Multi-Sector Short Term Bond Fund PHOENIX OPPORTUNITIES TRUST Phoenix Bond Fund Phoenix Earnings Driven Growth Fund PHOENIX PHOLIOs Phoenix Wealth Builder PHOLIO Phoenix Wealth Guardian PHOLIO PHOENIX SERIES FUND Phoenix Balanced Fund Phoenix Capital Growth Fund Phoenix Core Bond Fund Phoenix High Yield Fund Phoenix Mid-Cap Growth Fund Phoenix Money Market Fund PHOENIX STRATEGIC EQUITY SERIES FUND Phoenix Strategic Growth Fund - -------------------------------------------------------------------------------- IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE AND TO ASSURE THAT YOUR SHARES ARE REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING. YOU MAY VOTE OVER THE INTERNET, BY TELEPHONE OR MAIL. TO VOTE OVER THE INTERNET, GO TO THE INTERNET ADDRESS PROVIDED ON YOUR PROXY CARD AND FOLLOW THE INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE BY TELEPHONE, PLEASE CALL THE TOLL-FREE NUMBER INDICATED ON YOUR PROXY CARD AND FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED IF YOU USE THE ACCOMPANYING ENVELOPE TO MAIL THE PROXY CARD IN THE UNITED STATES. - -------------------------------------------------------------------------------- PHOENIX ADVISER TRUST PHOENIX ASSET TRUST PHOENIX CA TAX-EXEMPT BOND FUND PHOENIX EQUITY SERIES FUND PHOENIX EQUITY TRUST PHOENIX INSTITUTIONAL MUTUAL FUNDS PHOENIX INVESTMENT SERIES FUND PHOENIX INVESTMENT TRUST 97 PHOENIX INVESTMENT TRUST 06 PHOENIX MULTI-PORTFOLIO FUND PHOENIX MULTI-SERIES TRUST PHOENIX OPPORTUNITIES TRUST PHOENIX PHOLIOs PHOENIX PORTFOLIOS PHOENIX SERIES FUND PHOENIX STRATEGIC EQUITY SERIES FUND 101 Munson Street Greenfield, Massachusetts 01301 1-800-243-1574 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To be held on October 31, 2006 To the Shareholders: NOTICE IS HEREBY GIVEN THAT a special meeting of the shareholders of Phoenix Adviser Trust, Phoenix Asset Trust, Phoenix CA Tax-Exempt Bond Fund, Phoenix Equity Series, Phoenix Equity Trust, Phoenix Institutional Mutual Funds, Phoenix Investment Series Fund, Phoenix Investment Trust 97, Phoenix Investment Trust 06, Phoenix Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix Opportunities Trust, Phoenix PHOLIOs, Phoenix Portfolios, Phoenix Series Fund and Phoenix Strategic Equity Series Fund, each a Delaware statutory trust, and referred to herein as the "Trusts", will be held at the offices of Phoenix Investment Partners, Ltd., ("PXP"), 56 Prospect Street, Hartford, Connecticut, 06103, on October 31, 2006 at 2:00 p.m. Eastern Time and any adjournments thereof (the "Meeting"). Each series of a Trust is referred to as a "Fund" and, collectively, as the "Funds" unless otherwise specified. The Funds identified in Proposal 2 of the Proxy Statement are referred to herein as the "Manager-of-Managers Funds." The Funds identified in Proposals 3, 4 and 5 of the Proxy Statement are referred to herein as the "Fundamental Restriction Funds." The Funds identified in Proposal 6 of the Proxy Statement are referred to herein as the "Investment Objective Funds." The Meeting will be held for the following purposes: 1. To elect eleven Trustees to serve on the Board of Trustees until the next meeting of shareholders at which Trustees are elected (Proposal 1). Shareholders of all of the Funds will vote on this proposal. 2. To approve a proposal to permit PIC to hire and replace subadvisers or to modify subadvisory agreements without shareholder approval (Proposal 2). Shareholders of the Manager-of-Managers Funds will vote on this proposal. 3. To approve a proposal to remove and amend certain fundamental investment restrictions from the Funds. Shareholders of the specified Fundamental Restriction Funds will vote on these proposals, as applicable. o Proposal 3: To approve the amendment of fundamental restrictions of the Funds with respect to loans. o Proposal 4: To approve the removal and amendment of the fundamental investment restrictions of the funds of the Phoenix Asset Trust to conform to the standard fundamental investment restrictions of the Phoenix Funds. o Proposal 5: To approve the amendment of the fundamental investment restrictions of the funds of the Phoenix Adviser Trust to conform to the standard fundamental investment restrictions of the Phoenix Funds. 4. To approve a proposal to reclassify the investment objective of the Investment Objective Funds from fundamental to non-fundamental (Proposal 6). Shareholders of the Investment Objective Funds will vote on this proposal. 5. To approve a proposal to ratify the appointment of PricewaterhouseCoopers LLC as the independent registered public accounting firm for the Trusts (Proposal 7). Shareholders of all of the Funds will vote on this proposal. 6. To transact any other business that may properly come before the Meeting. The Board of Trustees has fixed the close of business on August 11, 2006 as the record date for determination of shareholders entitled to notice of and to vote at the Meeting. Whether or not you plan to attend the Meeting in person, please vote your shares. As a convenience to our shareholders, you may now vote in any one of four ways: o THROUGH THE INTERNET - https://vote.proxy-direct.com ----------------------------- o BY TELEPHONE -1-866-241-6192 o BY MAIL - using the enclosed proxy card(s) and postage paid envelope o IN PERSON - at the Meeting We encourage you to vote by Internet or telephone; have your proxy card in hand and go to the Web site or call the number and follow the instructions given there. Use of Internet or telephone voting will reduce the time and cost associated with this proxy solicitation. Whichever method you choose, please read the enclosed Proxy Statement carefully before you vote. If you sign, date, and return the proxy card but give no voting instructions, your shares will be voted "FOR" the proposals described above. By order of the Boards of Trustees /s/ Kevin J. Carr Kevin J. Carr, Esq. Secretary September 1, 2006 SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO VOTE BY INTERNET OR BY TELEPHONE OR TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF THE PROXY WITH RESPECT TO INTERNET OR TELEPHONE VOTING ARE SET FORTH ON THE PROXY CARD. INSTRUCTIONS FOR SIGNING PROXY CARDS IF MAILING IMMEDIATELY FOLLOW THIS NOTICE. IT IS IMPORTANT THAT THE PROXY BE VOTED PROMPTLY. INSTRUCTIONS FOR SIGNING PROXY CARDS The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense involved in validating your vote if you fail to sign your proxy card properly. 1. Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card. 2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card. 3. All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:
Registration Valid Signature ------------ --------------- Corporate Accounts (1) ABC Corp. ABC Corp. (2) ABC Corp. John Doe, Treasurer (3) ABC Corp. c/o John Doe, Treasurer John Doe (4) ABC Corp. Profit Sharing Plan John Doe, Trustee Trust Accounts (1) ABC Trust Jane B. Doe, Trustee (2) Jane B. Doe, Trustee u/t/d 12/28/78 Jane B. Doe Custodial or Estate Accounts (1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA John B. Smith (2) Estate of John B. Smith John B. Smith, Jr., Executor
PHOENIX ADVISER TRUST PHOENIX ASSET TRUST PHOENIX CA TAX-EXEMPT BOND FUND PHOENIX EQUITY SERIES FUND PHOENIX EQUITY TRUST PHOENIX INSTITUTIONAL MUTUAL FUNDS PHOENIX INVESTMENT SERIES FUND PHOENIX INVESTMENT TRUST 97 PHOENIX INVESTMENT TRUST 06 PHOENIX MULTI-PORTFOLIO FUND PHOENIX MULTI-SERIES TRUST PHOENIX OPPORTUNITIES TRUST PHOENIX PHOLIOs PHOENIX PORTFOLIOS PHOENIX SERIES FUND PHOENIX STRATEGIC EQUITY SERIES FUND 101 Munson Street Greenfield, Massachusetts 01301 1-800-243-1574 SPECIAL MEETING OF SHAREHOLDERS To be held on October 31, 2006 PROXY STATEMENT This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees of Phoenix Adviser Trust, Phoenix Asset Trust, Phoenix CA Tax-Exempt Bond Fund, Phoenix Equity Series, Phoenix Equity Trust, Phoenix Institutional Mutual Funds, Phoenix Investment Series Fund, Phoenix Investment Trust 97, Phoenix Investment Trust 06, Phoenix Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix Opportunities Trust, Phoenix PHOLIOs, Phoenix Portfolios, Phoenix Series Fund and Phoenix Strategic Equity Series Fund, each a Delaware statutory trust and referred to herein as the "Trusts." Each series of a Trust is referred to as a "Fund" and, collectively, as the "Funds" unless otherwise specified. The Funds identified in Proposal 2 of the Proxy Statement are referred to herein as the "Manager-of-Managers Funds." The Funds identified in Proposals 3, 4 and 5 of the Proxy Statement are referred to herein as the "Fundamental Restriction Funds." The Funds identified in Proposal 6 of the Proxy Statement are referred to herein as the "Investment Objective Funds." The proxies will be used at the special meeting of shareholders to be held at 56 Prospect Street, Hartford, Connecticut 06103 on October 31, 2006 at 2 p.m. Eastern Time (the "Meeting") and any adjournment(s) thereof. The Meeting will be held at the offices of Phoenix Investment Partners, Ltd. for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. This Proxy Statement, the Notice of Special Meeting and the proxy card(s) are first being mailed to shareholders on or about September 1, 2006 or as soon as practicable thereafter. The close of business on August 11, 2006 has been fixed as the record date (the "Record Date") for the determination of shareholders entitled to receive notice of and to vote at the Meeting. Each shareholder shall be entitled to one vote for each dollar of net asset value (determined as of the Record Date) of each share owned by such shareholder on any matter on which such shareholder is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. The number of shares outstanding on the Record Date is listed on Appendix A attached to this Proxy Statement. Copies of the Trust's most recent annual and/or semi-annual reports are available free of charge via the Internet at www.PhoenixFunds.com, by calling 1-800-243-1574, or by writing Phoenix Funds, P.O. Box 8301, Boston, MA 02266-8301. It is expected that the solicitation of proxies will be primarily by mail. Supplementary solicitations may be made by mail, telephone, facsimile, Internet or personal contact by representatives of the Trusts. Computershare Fund Services, Inc. ("CFS") has been engaged to assist in the distribution and tabulation of proxies and to assist in the solicitation of proxies. The anticipated cost of such solicitation services is approximately in the range of $486,500 to $758,000. The costs associated with this Proxy Statement will substantially all be borne proportionately by the Funds, with a small portion being paid by Phoenix Investment Partners, Ltd., parent of the Funds' investment adviser. Any shareholder submitting a proxy has the power to revoke it prior to its use by executing a superseding proxy to the Trust by the Internet or telephone, by mailing a notice of revocation to the Secretary at the principal office of the Trusts or by attending and voting in person at the Meeting. All properly executed but unmarked proxies received before the Meeting will be voted FOR the approval of all of the proposals contained in this Proxy Statement. Thirty-three and one-third percent (33 1/3%) of the outstanding shares entitled to vote must be present in person or by proxy to constitute a quorum for the transaction of business, except for the Phoenix Adviser Trust, Phoenix Focused Value Fund and Phoenix Foreign Opportunities Fund, which require thirty percent (30%) of the outstanding shares entitled to vote to form a quorum. If the necessary quorum to transact business or the vote required to approve the proposals is not obtained at the Meeting, the persons named as proxies on the proxy card may propose one or more adjournments of the Meeting, in accordance with applicable law, to permit the further solicitation of proxies. Any such adjournment would require the affirmative vote of a majority of the shares voting on the adjournment. The persons named as proxies will vote those proxies that are entitled to vote in favor of the proposals, and all properly executed but unmarked proxies, in favor of such adjournment, and will vote against any such adjournment those proxies that they have been instructed to vote against the proposals. Proxies received with an instruction to abstain from voting will abstain from voting on any adjourned proposal. A vote may be taken on any of the proposals in this Proxy Statement prior to any such adjournment if sufficient votes have been received for approval. Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Funds as inspectors of election for the meeting. The inspectors of election will count the total number of votes cast "for" approval of a proposal for purposes of determining whether sufficient affirmative votes have been cast. Shares represented by proxies that reflect abstentions and "broker non-votes" (i.e., shares 2 held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have the discretionary voting power on a particular matter) will be counted as shares that are present and entitled to vote on the matter for purposes of determining the presence of a quorum. With respect to the election of Trustees (Proposal 1) and with respect to the ratification of the independent registered accounting firm for the Trusts (Proposal 7), neither abstentions nor broker non-votes have an effect on the outcome of the proposal. With respect to every other proposal, abstentions and broker non-votes have the effect of a negative vote on the proposal. Treating broker non-votes as shares voted against a proposal may result in a proposal not being approved, even though the votes cast in favor of the proposal would have been sufficient to approve the proposal if some or all of the broker non-votes had been withheld. In certain circumstances in which a Fund has received sufficient votes to approve a matter being recommended for approval by the Board of Trustees, the Fund may request that brokers and nominees, in their discretion, withhold submission of broker non-votes in order to avoid the need for the solicitation of additional votes in favor of the proposal. A Fund may also request that selected brokers and nominees, in their discretion, submit broker non-votes if doing so is necessary to obtain a quorum. Proposals 1 and 7 will be voted on by shareholders of the Funds voting at the Trust level. Proposal 2 will be voted on by shareholders of the Manager-of-Managers Funds voting at the Fund level. Proposal 3 will be voted on by shareholders of the Fundamental Restriction Funds (except for the Funds of the Phoenix Asset Trust and the Phoenix Adviser Trust) voting at the Fund level. Proposal 4 will be voted on by shareholders of the Funds of the Phoenix Asset Trust voting at the Fund level. Proposal 5 will be voted on by shareholders of the Funds of the Phoenix Adviser Trust voting at the Fund level. Proposal 6 will be voted on by shareholders of the Investment Objective Funds voting at the Fund level. BOARD OF TRUSTEES RECOMMENDATION Each Board of Trustees met on February 16, 2006 and March 23, 2006 to discuss the proposals contained in this Proxy Statement. Each Board voted unanimously to approve the proposals. EACH BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE NOMINEES NAMED IN PROPOSAL 1 AND "FOR" ALL OF THE PROPOSALS CONTAINED IN THIS PROXY STATEMENT. PROPOSAL 1: TO ELECT ELEVEN TRUSTEES TO THE BOARD OF TRUSTEES At the Meeting, shareholders will vote on a proposal to elect eleven nominees to serve as Trustees of the Trusts. None of the Trusts' Declarations of Trust requires the annual election of Trustees. Under Section 16 of the Investment Company Act of 1940, as amended (the "1940 Act"), at least two-thirds (2/3) of the trustees of a trust must have been elected by shareholders. In November 2004, a Trustee was appointed as Trustee to the Trusts. In late 2005, it came to the attention of Phoenix Investment Counsel, Inc. ("PIC") that this appointment inadvertently caused all but five of the Trusts to be under the two-thirds (2/3) ratio. The Trusts under the two-thirds (2/3) ratio were Phoenix CA Tax-Exempt Bond Fund, Phoenix Equity Series Fund, Phoenix Equity Trust, Phoenix Institutional Mutual Funds, Phoenix Investment Series Fund, Phoenix Investment Trust 97, Phoenix Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix PHOLIOs, Phoenix Series Fund and Phoenix Strategic Equity Series Fund. At a meeting of the Boards of Trustees held February 16, 2006, the Boards of the Trusts under the two-thirds (2/3) ratio were informed that a shareholder meeting would be necessary before the Trustee and any new nominees could serve as such. At the meeting, the Boards determined that the Trustee would immediately become a consulting committee member of the Board and of the Governance and Nominating Committee 3 for Phoenix CA Tax-Exempt Bond Fund, Phoenix Equity Series Fund, Phoenix Equity Trust, Phoenix Institutional Mutual Funds, Phoenix Investment Trust 97, Phoenix Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix PHOLIOs, Phoenix Portfolios, Phoenix Series Fund and Phoenix Strategic Equity Series Fund. The Boards also agreed to accept the Trustee's resignation for the appropriate Trusts and to appoint him as a consulting committee member to those Trusts. The Boards also determined that, due to his many contributions to the Board and Governance and Nominating Committee governance process that the consulting committee compensation should be the same as what he had previously received as a Board member. Management further informed the Boards that it had reviewed all matters in which he had voted and had determined that even without his vote, all votes were properly taken. NOMINEES The Trustees who are not "interested persons" as defined in the 1940 Act ("the Disinterested Trustees") have approved fixing the number of Trustees at eleven and have recommended and nominated eleven candidates to fill the Trustees' positions on the Boards of Trustees (the "Nominees"). Each of the Nominees currently serves on the Board of each of the Trusts, with the exception of Daniel T. Geraci, who serves as President of all of the Trusts and as Trustee of certain of the Trusts and Ferdinand L. J. Verdonck, who serves as a consultant to and as a Trustee of certain of the Trusts. PIC is the investment adviser of each Trust. The persons named in the enclosed proxy intend, unless authority is withheld, to vote for the election as Trustees of the Nominees named below. The Board recommends that the shareholders elect the persons who they have nominated for election. Each of the Nominees has agreed to serve as a Trustee if elected. If, at the time of the Meeting, any Nominee should be unavailable for election (which is not presently anticipated), the persons named as proxies may vote for other persons in their discretion. Trustees will hold office until the earlier of their death, resignation, removal or retirement, or the next meeting of shareholders at which Trustees are elected and the selection and qualification of their successors. The following table sets forth the names, dates of birth, principal occupations and other information relating to the Nominees. There is no stated term of office for Trustees. 4 DISINTERESTED NOMINEES
NUMBER OF PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE - ------------------------ --------------------------------- -------------------- ------------------------------------ E. Virgil Conway Nominee 71 Chairman, Rittenhouse Advisors, LLC Rittenhouse Advisors, Currently Trustee of: (consulting firm) (2001-present). LLC Phoenix Adviser Trust, since Trustee/Director, Phoenix Funds 101 Park Avenue 2005. Complex (1983-present), Realty New York, NY 10178 Phoenix Asset Trust, since 2002. Foundation of New York (1972-present), DOB: 8/2/29 Phoenix CA Tax-Exempt Bond Fund, Josiah Macy, Jr., Foundation since 1983. (Honorary) (2004-present), Pace Phoenix Equity Series Fund, University (Director/Trustee Emeritus) since 1997. (2003-present), Greater New York Phoenix Equity Trust, since 1993. Councils, Boy Scouts of America Phoenix Institutional Mutual (1985-present), The Academy of Funds, since 1996. Political Science (Vice Chairman) Phoenix Investment Series Fund, (1985-present), Urstadt Biddle since 1983. Property Corp. (1989-present), Colgate Phoenix Investment Trust 06, University (Trustee Emeritus) since 2005. (2004-present). Director/Trustee, The Phoenix Investment Trust 97, Harlem Youth Development Foundation, since 1997. (Chairman) (1998-2002), Metropolitan Phoenix Multi-Portfolio Fund, Transportation Authority (Chairman) since 1993. (1992-2001), Trism, Inc. (1994-2001), Phoenix Multi-Series Trust, Consolidated Edison Company of New since 1993. York, Inc. (1970-2002), Atlantic Phoenix Opportunities Trust, Mutual Insurance Company (1974-2002), since 2000. Centennial Insurance Company Phoenix PHOLIOs, since 1996. (1974-2002), Union Pacific Corp. Phoenix Portfolios, since 2004. (1978-2002), BlackRock Freddie Mac Phoenix Series Fund, since 1993. Mortgage Securities Fund (Advisory Phoenix Strategic Equity Series Director) (1990-2000), Accuhealth Fund, since 1983. (1994-2002), Pace University (1978-2003), New York Housing Partnership Development Corp. (Chairman) (1981-2003), Josiah Macy, Jr. Foundation (1975-2004). Harry Dalzell-Payne Nominee 71 Retired. Trustee/Director, Phoenix The Flat, Elmore Court Currently Trustee of: Funds Complex (1983-present). Elmore, GL0S, GL2 3NT Phoenix Adviser Trust, since 2005. U.K. Phoenix Asset Trust, since 2002. DOB: 9/8/29 Phoenix CA Tax-Exempt Bond Fund, since 1983. Phoenix Equity Series Fund, since 1997.
5 DISINTERESTED NOMINEES
NUMBER OF PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE - ------------------------ --------------------------------- -------------------- ------------------------------------ Phoenix Equity Trust, since 1993. Phoenix Institutional Mutual Funds, since 1996. Phoenix Investment Series Fund, since 1983. Phoenix Investment Trust 06, since 2005. Phoenix Investment Trust 97, since 1997. Phoenix Multi-Portfolio Fund, since 1993. Phoenix Multi-Series Trust, since 1993. Phoenix Opportunities Trust, since 1999. Phoenix PHOLIOs, since 1996. Phoenix Portfolios, since 2004. Phoenix Series Fund, since 1993. Phoenix Strategic Equity Series Fund, since 1983. Francis E. Jeffries Nominee 72 Director, The Empire District 8477 Bay Colony Dr. #902 Currently Trustee of: Electric Company (1984-2004). Naples, FL 34108 Phoenix Adviser Trust, since Trustee/Director, Phoenix Funds DOB: 9/23/30 2005. Complex (1987-present). Phoenix Asset Trust, since 2005. Phoenix CA Tax-Exempt Bond Fund, since 1995. Phoenix Equity Series Fund, since 1997. Phoenix Equity Trust, since 1995. Phoenix Institutional Mutual Funds, since 1996. Phoenix Investment Series Fund, since 1995. Phoenix Investment Trust 06, since 2005. Phoenix Investment Trust 97, since 1997. Phoenix Multi-Portfolio Fund, since 1995. Phoenix Multi-Series Trust, since 1995. Phoenix Opportunities Trust, since 2005.
6 DISINTERESTED NOMINEES
NUMBER OF PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE - ------------------------ --------------------------------- -------------------- ------------------------------------ Phoenix PHOLIOs, since 1996. Phoenix Portfolios, since 2004. Phoenix Series Fund, since 1995. Phoenix Strategic Equity Series Fund, since 1995. Leroy Keith, Jr. Nominee 69 Partner, Stonington Partners, Inc. Stonington Partners, Currently Trustee of: (private equity fund) (2001- Inc. Phoenix Adviser Trust, since present). Director/Trustee, 736 Market Street, 2005. Evergreen Funds (six portfolios) Ste. 1430 Phoenix Asset Trust, since 2005. (1989-present). Trustee, Phoenix Chattanooga, TN 37402 Phoenix CA Tax-Exempt Bond Fund, Funds Family (1980-present). DOB: 2/14/39 since 1993. Director, Diversapak (2002-present). Phoenix Equity Series Fund, Obaji Medical Products Company since 1997. (2002-present). Director, Lincoln Phoenix Equity Trust, since 1993. Educational Services (2002-2004). Phoenix Institutional Mutual Chairman, Carson Products Company Funds, since 1996. (cosmetics) (1998-2000). Phoenix Investment Series Fund, since 1993. Phoenix Investment Trust 06, since 2005. Phoenix Investment Trust 97, since 1997. Phoenix Multi-Portfolio Fund, since 1987. Phoenix Multi-Series Trust, since 1993. Phoenix Opportunities Trust, since 2005. Phoenix PHOLIOs, since 1996. Phoenix Portfolios, since 2004. Phoenix Series Fund, since 1980. Phoenix Strategic Equity Series Fund, since 1993. Geraldine M. McNamara Nominee 71 Retired. Trustee/Director, Phoenix 40 East 88th Street, Currently Trustee of: Funds Complex (2001-present). New York Phoenix Adviser Trust, since Managing Director, U.S. Trust New York 10128 2005. Company of New York (1982-2006). DOB: 4/17/51 Phoenix Asset Trust, since 2002. Phoenix CA Tax-Exempt Bond Fund, since 2001. Phoenix Equity Series Fund, since 2001.
7 DISINTERESTED NOMINEES
NUMBER OF PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE - ------------------------ --------------------------------- -------------------- ------------------------------------ Phoenix Equity Trust, since 2001. Phoenix Institutional Mutual Funds, since 2001. Phoenix Investment Series Fund, since 2001. Phoenix Investment Trust 06, since 2005. Phoenix Investment Trust 97, since 2001. Phoenix Multi-Portfolio Fund, since 2001. Phoenix Multi-Series Trust, since 2001. Phoenix Opportunities Trust, since 2001. Phoenix PHOLIOs, since 2001. Phoenix Portfolios, since 2004. Phoenix Series Fund, since 2001. Phoenix Strategic Equity Series Fund, since 2001. James M. Oates Nominee 69 Chairman, Hudson Castle Group, Inc. c/o Northeast Partners Currently Trustee of: (Formerly IBEX Capital Markets, Inc.) 150 Federal Street, Phoenix Adviser Trust, since (financial services) (1997-present). Suite 1000 2005. Trustee/Director Phoenix Funds Family Boston, MA 02110 Phoenix Asset Trust, since 2005. (1987-present). Managing Director Wydown DOB: 5/31/46 Phoenix CA Tax-Exempt Bond Fund, Group (consulting firm) (1994-present). since 1993. Director, Investors Financial Service Phoenix Equity Series Fund, Corporation (1995-present), Investors since 1997. Bank & Trust Corporation (1995-present), Phoenix Equity Trust, since 1993. Stifel Financial (1996-present), Phoenix Institutional Mutual Connecticut River Bancorp (1998-present), Funds, since 1996. Connecticut River Bank (1999-present), Phoenix Investment Series Fund, Trust Company of Hampshire since 1987. (2002-present). Chairman, Emerson Phoenix Investment Trust 06, Investment Management, Inc. since 2005. (2000-present). Independent Chairman, Phoenix Investment Trust 97, John Hancock Trust (since 2005), Trustee, since 1997. John Hancock Funds II and John Hancock Phoenix Multi-Portfolio Fund, Funds III (since 2005). Trustee, John since 1987. Hancock Trust (2004-2005). Phoenix Multi-Series Trust, Director/Trustee, AIB Govett Funds since 1993. Phoenix Opportunities Trust, since 2005.
8 DISINTERESTED NOMINEES
NUMBER OF PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE - ------------------------ --------------------------------- -------------------- ------------------------------------ Phoenix PHOLIOs, since 1996. (six portfolios) (1991-2000), Phoenix Portfolios, since 2004. Command Systems, Inc. (1998-2000), Phoenix Series Fund, since 1993. Phoenix Investment Partners, Ltd. Phoenix Strategic Equity Series (1995-2001), 1Mind, Inc. (formerly Fund, since 1993. 1Mind.com) (2000-2002), Plymouth Rubber Co. (1995-2003). Director and Treasurer, Endowment for Health, Inc. (2000-2004). Richard E. Segerson Nominee 69 Managing Director, Northway 73 Briggs Way Currently Trustee of: Management Company (1998-present). Chatham, MA Phoenix Adviser Trust, since Trustee/Director, Phoenix Funds 02633 2005. Family (1983-present). DOB: 2/16/46 Phoenix Asset Trust, since 2005. Phoenix CA Tax-Exempt Bond Fund, since 1983. Phoenix Equity Series Fund, since 1997. Phoenix Equity Trust, since 1993. Phoenix Institutional Mutual Funds, since 1996. Phoenix Investment Series Fund, since 1983. Phoenix Investment Trust 06, since 2005. Phoenix Investment Trust 97, since 1997. Phoenix Multi-Portfolio Fund, since 1993. Phoenix Multi-Series Trust, since 1993. Phoenix Opportunities Trust, since 2005 Phoenix PHOLIOs, since 1996. Phoenix Portfolios, since 2004. Phoenix Series Fund, since 1993. Phoenix Strategic Equity Series Fund, since 1983. Ferdinand L. J. Verdonck Nominee 30 Director, Banco Urguijo (Chairman) Nederpolder, 7 Currently Trustee of: (1998-present). Trustee, Phoenix B-9000 Gent, Belgium Phoenix Adviser Trust, since Funds Family (2002-present). DOB: 7/30/42 2005. Director EASDAQ (Chairman) Phoenix Asset Trust, since 2005. (2001-present), The JP Morgan Phoenix Investment Trust 06, Fleming Continental European since 2005. Investment Trust (1998-
9 DISINTERESTED NOMINEES
NUMBER OF PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE - ------------------------ --------------------------------- -------------------- ------------------------------------ Phoenix Opportunities Trust, present), Groupe SNEF (1998-present), since 2005. Santans N.V. (1999-present). Phoenix Portfolios, since 2005. Managing Director, Almanij N.V. Consultant to Phoenix CA (1992-2003). Director, KBC Bank and Tax-Exempt Bond Fund, Phoenix Insurance Holding Company Equity Series Fund, Phoenix Equity (Euronext) (1992-2003), KBC Bank Trust, Phoenix Institutional (1992-2003), KBC Insurance Mutual Funds, Phoenix Investment (1992-2003), Kredietbank, S.A. Series Fund, Phoenix Investment Luzembougeoise (1992-2003), Trust 97, Phoenix Multi-Portfolio Investco N.V. (1992-2003), Gevaert Fund, Phoenix Multi-Series Trust, N.V. (1992-2003), Fidea N.V. Phoenix PHOLIOs, Phoenix Series (1992-2003), Almafin N.V. Fund and Phoenix Strategic Equity (1992-2003), Centea N.V. Series Fund since 2006. (1992-2003), Dutch Chamber of Commerce for Belgium and Luxemburg (1995-2001), Phoenix Investment Partners, Ltd. (1995-2001). Director, Degussa Antwerpen N.V. (1998-2004).
INTERESTED NOMINEES
NUMBER OF PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE - ------------------------ --------------------------------- -------------------- ------------------------------------- *Daniel T. Geraci Nominee 30 Executive Vice President, Asset Phoenix Investment Currently Trustee of: Management, The Phoenix Companies, Partners, Ltd. Phoenix Adviser Trust, since Inc. (2003-present). Director, 56 Prospect Street 2005. Chairman, President and Chief Hartford, CT 06103 Phoenix Asset Trust, since 2004. Executive Officer, Phoenix Investment DOB: 6/12/57 Phoenix Investment Trust 06, Partners, Ltd. (2003-present). since 2004. President, Phoenix Equity Planning Phoenix Opportunities Trust, Corporation (2005-present). since 2004. President, DPCM Holding, Inc. Phoenix Portfolios, since 2004. (2005-present). President, Capital West Asset Management, LLC (2005-present). Director and President, Phoenix Investment Counsel, Inc. (2003-present). Director, Pasadena Capital Corporation (2003-present). President, Euclid Advisers, LLC (2003-present). Director
10 INTERESTED NOMINEES
NUMBER OF PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE - ------------------------ --------------------------------- -------------------- ------------------------------------- and Chairman, PXP Institutional Markets Group, Ltd. (2003-present). Director and President, Rutherford Financial Corporation (2003-present). Director, DPCM Holding, Inc. (2003-present). President, Phoenix Zweig Advisors, LLC (2003-present). Director and Chairman, Phoenix Equity Planning Corporation (2003-present). Director and Chairman, Duff & Phelps Investment Management Company (2003-present). Director, Capital West Asset Management, LLC (2003-present) Chief Executive Officer and President, The Zweig Fund, Inc and the Zweig Total Return Fund, Inc. (2004-present). President, the Phoenix Funds Family (2004-present). Chief Sales and Marketing Officer, Phoenix Equity Planning Corporation (2003-2005). President and Chief Executive Officer of North American investment operations, Pioneer Investment Management USA, Inc. (2001-2003). President of Private Wealth Management Group & Fidelity Brokerage Company, Fidelity Investments (1996-2001). **Marilyn E. LaMarche Nominee 69 Limited Managing Director, Lazard Lazard Freres Currently Trustee of: Freres & Co. LLC (1997-present). & Co. LLC Phoenix Adviser Trust, since Trustee/Director, Phoenix Funds 30 Rockefeller Plaza, 2005. Family (2002-present). Director, 59th Floor Phoenix Asset Trust, since 2002. The Phoenix Companies, Inc. New York, NY 10020 Phoenix CA Tax-Exempt Bond Fund, (2001-2005) and Phoenix Life DOB: 5/11/34 since 2002. Insurance Company (1989-2005). Phoenix Equity Series Fund, since 2002. Phoenix Equity Trust, since 2002. Phoenix Institutional Mutual Funds, since 2002. Phoenix Investment Series Fund, since 2002.
11 INTERESTED NOMINEES
NUMBER OF PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE - ------------------------ --------------------------------- -------------------- ------------------------------------- Phoenix Investment Trust 06, since 2005. Phoenix Investment Trust 97, since 2002. Phoenix Multi-Portfolio Fund, since 2002. Phoenix Multi-Series Trust, since 2002. Phoenix Opportunities Trust, since 2005. Phoenix PHOLIOs, since 2002. Phoenix Portfolios, since 2004. Phoenix Series Fund, since 2002. Phoenix Strategic Equity Series Fund, since 2002. ***Philip R. McLoughlin Nominee 97 Director, PXRE Corporation 200 Bridge Street Currently Trustee/Chairman of: (Reinsurance) (1985-present), World Chatham, MA 02633 Phoenix Adviser Trust, since Trust Fund (1991-present). DOB: 10/23/46 2005. Director/Trustee, Phoenix Fund Phoenix Asset Trust, since 2002. Complex (1989-present). Management Phoenix CA Tax-Exempt Bond Fund, Consultant (2002-2004), Chairman since 1993. (1997-2002), Chief Executive Phoenix Equity Series Fund, Officer (1995-2002), Director since 1997. (1995-2002), Phoenix Investment Phoenix Equity Trust, since 1993. Partners, Ltd. Director and Phoenix Institutional Mutual Executive Vice President, The Funds, since 1996. Phoenix Companies, Inc. Phoenix Investment Series Fund, (2000-2002). Director (1994-2002) since 1993. and Executive Vice President, Phoenix Investment Trust 06, Investments (1987-2002), Phoenix since 2000. Life Insurance Company. Director Phoenix Investment Trust 97, (1982-2002), Chairman (2000-2002) since 1997. and President (1990-2000), Phoenix Phoenix Multi-Portfolio Fund, Equity Planning Corporation. since 1989. Chairman and President, Phoenix Multi-Series Trust, Phoenix/Zweig Advisers LLC since 1993. (2001-2002). Director (2001-2002) Phoenix Opportunities Trust, and President (April since 1999. 2002-September 2002), Phoenix Phoenix PHOLIOs, since 1996. Investment management Company. Phoenix Portfolios, since 1993. Director and Executive Vice Phoenix Series Fund, since 1989. President, Phoenix Life and Annuity Phoenix Strategic Equity Series Company (1996-2002). Director Fund, since 1993. (1995-2002) and
12 INTERESTED NOMINEES
NUMBER OF PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE - ------------------------ --------------------------------- -------------------- ------------------------------------- Executive Vice President (1994-2002) and Chief Investment Counsel (1994-2002), PHL Variable Insurance Company. Director, Phoenix National Trust Holding Company (2001-2002). Director (1985-2002) and Vice President (1986-2002) and Executive Vice President (April 2002- September 2002), PM Holdings, Inc. Director, WS Griffith Associates, Inc. (1995-2002). Director, WS Griffith Securities, Inc. (1992-2002).
*Mr. Geraci is an "interested person" as defined in the 1940 Act, by reason of his position with Phoenix Investment Partners, Ltd. and its affiliates. **Ms. LaMarche is an "interested person" as defined in the 1940 Act, by reason of her position as former Director of The Phoenix Companies, Inc. and Phoenix Life Insurance Company. ***Mr. McLoughlin is an "interested person" as defined in the 1940 Act, by reason of his former relationship with Phoenix Investment Partners, Ltd. and its affiliates. RELATIONSHIPS OF CERTAIN NOMINEES Under applicable requirements, each disinterested Nominee (or an immediate family member thereof) who had any direct or indirect interest, the value of which exceeds $60,000, during the two most recently completed calendar years, in the Trusts' investment advisers, the principal underwriter of the Trusts, Phoenix Equity Planning Corporation, or any entity controlling, controlled by or under common control with PIC or Phoenix Equity Planning Corporation (not including registered investment companies) must disclose any such relationship. Mr. Oates is Director and Chairman of the Board and a shareholder of Hudson Castle Group, Inc. (formerly, IBEX Capital Markets, Inc.) ("Hudson"), a privately owned financial services firm. Phoenix Investment Partners, Ltd., an affiliate of PIC, owns approximately 1% of the common stock of Hudson and Phoenix Life Insurance Company, also an affiliate, owns approximately 8% of Hudson's common stock. NOMINEE OWNERSHIP OF EQUITY SECURITIES Set forth in Appendix B attached to this Proxy Statement for each Nominee is a dollar range of equity securities of the Trusts, together with the aggregate dollar range of equity securities in certain registered investment companies, including the Trusts, managed by PIC or an affiliate and held out to investors as related companies for purposes of investment and investor services (the "Family of Investment Companies"), as of December 31, 2005. 13 No Disinterested Trustee, or any immediate family member of such person, owns securities in the Funds' investment adviser, or a person directly or indirectly controlling, controlled by, or under common control with the Funds' investment adviser. COMPENSATION OF CURRENT TRUSTEES During the calendar year ended December 31, 2005, the Nominees who were not previously Trustees received no compensation from the Trusts. The Nominees who are currently Trustees received the compensation set forth in Appendix C attached to this Proxy Statement. Mr. Geraci receives no compensation from the Trusts. CURRENT BOARD COMMITTEES AND MEETINGS Each Board of Trustees has established an Audit Committee. The Committee reviews the Trust's financial reporting procedures, their system of internal control and the independent audit process. The Audit Committee currently consists of E. Virgil Conway, Chair, Harry Dalzell-Payne, Francis E. Jeffries, Dr. Leroy Keith, Jr., Geraldine M. McNamara, James M. Oates and Richard E. Segerson, each of whom is a Disinterested Trustee. Each Board of Trustees has established a Governance and Nominating Committee. The Governance and Nominating Committee identifies, evaluates and ultimately selects nominees for election to the Board. The Committee is also charged with the responsibility of developing and recommending to the Board a set of governance principles applicable to the Trusts. Each Board of Trustees has adopted a formal, written Governance and Nominating Committee charter, a copy of which can be found on the Funds' Web site at www.PhoenixFunds.com. The Governance and Nominating Committee currently consists of Dr. Leroy Keith, Jr., Chair, E. Virgil Conway, Harry Dalzell-Payne, Geraldine M. McNamara and James M. Oates, each of whom is a Disinterested Trustee. Each Board of Trustees has established an Executive and Compliance Committee. The Executive and Compliance Committee assists the Board of Trustees in effectively performing its functions. It is the responsibility of the Committee to facilitate efficient management of the Trusts by exercising all powers of the Board which may be lawfully delegated when the Board is not in session, subject to certain limitations. The Executive and Compliance Committee currently consists of Philip R. McLoughlin, Chair, E. Virgil Conway, Harry Dalzell-Payne, Dr. Leroy Keith, Jr., Geraldine M. McNamara, and James M. Oates. Except for Mr. McLoughlin, each member of the Executive and Compliance Committee is a Disinterested Trustee. During the calendar year ended December 31, 2005, the Boards of Trustees met four times and also held four special meetings. The Audit Committees met four times. The Governance and Nominating Committees met four times. The Executive and Compliance Committees met four times and held seven special meetings. Each Trustee was present for at least 75% of the total number of meetings of each Board, or of the Board and Audit Committee, Governance and Nominating Committee, and Executive and Compliance Committee. The Disinterested Trustees have established a formal policy regarding consideration of any Trustee candidates recommended by shareholders. The Governance and Nominating Committee will consider nominations for Board members from shareholders who have individually held 5% of the shares of a Fund of a Trust for at least one year. Shareholders wishing to submit candidate recommendations for future consideration should send a letter to: Governance and Nominating Committee, The Phoenix Funds, One American Row, Hartford, Connecticut 06102-5056, Attention: Secretary. Shareholders who wish to propose a candidate for nomination as a Trustee must include the following information with their submission: evidence of the proposing party's share ownership, the name of the proposed candidate, the 14 proposed candidate's biographical information, including business experience for the past ten years, a description of the qualifications of the proposed nominee, a statement as to whether the candidate qualifies as a Disinterested Trustee and the candidate's written consent to serve as a Trustee, if elected. Each Governance and Nominating Committee has set out specific, minimum qualifications that must be met by a candidate for consideration for a position on the Board. The Committee has determined that Trustee nominees must qualify for service on the Board under all applicable laws and regulations and, for new members to the Board, must not be within five years of the retirement age for Trustees (January 1 of the year following his or her 72nd birthday). With respect to Disinterested Trustees, nominees shall be independent of the Trusts' investment advisers and other principal service providers and shall not be an "interested person" as that term is defined in the 1940 Act. Further, nominees who would be Disinterested Trustees must qualify for service on the Audit Committee. In evaluating and nominating candidates, including candidates recommended by shareholders, the Governance and Nominating Committee shall consider such factors as: (a) whether the proposed nominee serves on boards of or is otherwise affiliated with competing financial service organizations or their related fund complexes or companies in which the Trusts may invest, (b) whether the proposed nominee is able to and intends to commit the time necessary for the performance of Trustee duties, (c) the integrity and character of the proposed nominee, (d) the proposed nominee's compatibility with the current Board and (e) such other factors as the Governance and Nominating Committee deem relevant. Third party search firms may be retained to find Trustee nominees. Each Board has established a formal process for shareholders to send communications to the Board. Interested parties who would like to communicate with the Board as a whole should send a letter to the following address: Board of Trustees, The Phoenix Funds, One American Row, Hartford, Connecticut 06102-5056, Attention: Secretary. Shareholders who wish to send a communication to an individual member of the Board or to a Committee of the Board should address such communication accordingly to the same address. After reviewing the communication, the Secretary will forward the communication to the Board or to the individual Trustee or Committee to which the communication is addressed. EXECUTIVE OFFICERS The table in Appendix D sets forth certain information about the Executive Officers of the Trusts. INVESTMENT ADVISERS, UNDERWRITER AND ADMINISTRATOR Each Trust's investment adviser is Phoenix Investment Counsel, Inc., 56 Prospect Street, Hartford, Connecticut 06103. Information regarding the Funds' subadvisers is set forth in Appendix E hereto. Phoenix Equity Planning Corporation, 56 Prospect Street, P.O. Box 150480, Hartford, Connecticut 06115-0480, serves as the Trusts' underwriter and financial agent/administrator. REQUIRED VOTE The eleven nominees receiving the highest number of votes will be elected. BOARD APPROVAL OF ELECTION OF NOMINEES Each Board recommends a vote "FOR" the election of all the nominees. 15 PROPOSAL 2: APPROVAL OF A PROPOSAL TO PERMIT PIC TO HIRE AND REPLACE SUBADVISERS OR TO MODIFY SUBADVISORY AGREEMENTS WITHOUT SHAREHOLDER APPROVAL (THE "MANAGER-OF-MANAGERS PROPOSAL") This proposal applies to each of the Manager-of-Managers Funds, as named below: PHOENIX ASSET TRUST Phoenix Rising Dividends Fund Phoenix Small-Mid Cap Fund PHOENIX CA TAX-EXEMPT BOND FUND PHOENIX EQUITY SERIES FUND Phoenix Growth & Income Fund PHOENIX EQUITY TRUST Phoenix Mid-Cap Value Fund Phoenix Worldwide Strategies Fund PHOENIX INSTITUTIONAL MUTUAL FUNDS Phoenix Institutional Bond Fund Phoenix Low-Duration Core Plus Bond Fund PHOENIX INVESTMENT SERIES FUND Phoenix Global Utilities Fund Phoenix Income & Growth Fund PHOENIX INVESTMENT TRUST 06 Phoenix All-Cap Growth Fund Phoenix Nifty Fifty Fund Phoenix Small-Cap Growth Fund PHOENIX INVESTMENT TRUST 97 Phoenix Small-Cap Value Fund Phoenix Value Equity Fund PHOENIX MULTI-PORTFOLIO FUND Phoenix International Strategies Fund Phoenix Real Estate Securities Fund PHOENIX MULTI-SERIES TRUST Phoenix Multi-Sector Fixed Income Fund Phoenix Multi-Sector Short Term Bond Fund PHOENIX OPPORTUNITIES TRUST Phoenix Bond Fund Phoenix Earnings Driven Growth Fund Phoenix PHOLIOs (SM) Phoenix Conservative Income PHOLIO Phoenix Diversifier PHOLIO Phoenix International PHOLIO Phoenix Wealth Accumulator PHOLIO Phoenix Wealth Builder PHOLIO Phoenix Wealth Guardian PHOLIO Phoenix Wealth Preserver PHOLIO PHOENIX PORTFOLIOS Phoenix Market Neutral Fund PHOENIX SERIES FUND Phoenix Balanced Fund Phoenix Capital Growth Fund Phoenix Core Bond Fund 16 Phoenix High Yield Fund Phoenix Mid-Cap Growth Fund Phoenix Money Market Fund PHOENIX STRATEGIC EQUITY SERIES FUND Phoenix Strategic Growth Fund BACKGROUND One of the duties of an investment adviser is to recommend to a board of trustees, if conditions warrant, the reallocation of assets managed by a subadviser or to recommend a subadviser's hiring, termination or replacement, if the investment adviser deems it appropriate to achieve the overall objectives of a fund. PIC has significant experience hiring and supervising subadvisers. The Manager-of-Managers Funds propose that PIC, with the approval of the Board of Trustees, be permitted to enter into, terminate, or modify subadvisory agreements on behalf of the Manager-of-Managers Funds without obtaining the prior approval of a majority of the outstanding voting securities of the Manager-of-Managers Funds, as is otherwise required by Section 15 of the 1940 Act. Phoenix Variable Advisors, Inc. ("PVA"), an affiliate of PIC, and The Phoenix Edge Series Fund have received an exemptive order from the Securities and Exchange Commission ("SEC") that, subject to certain conditions, permits PVA and any funds advised by entities that are under common control with PVA (such as PIC), with the approval of such funds' trustees, to retain other subadvisers, subsequently change the subadvisers, or continue the employment of existing subadvisers, after events that under the 1940 Act and the relevant subadvisory agreements would otherwise cause an automatic termination of the subadvisory agreements, without submitting the subadvisory agreements or material amendments to those agreements to a vote of the shareholders. Before this relief can be utilized by a Manager-of-Managers Fund, each Manager-of-Managers Fund's shareholders must approve the applicability of the relief to the Manager-of-Managers Fund. If a Manager-of-Managers Fund's shareholders approve the proposal to allow PIC to utilize this relief for the Manager-of-Managers Fund, the Manager-of-Managers Fund and PIC will have the right to hire, terminate or replace subadvisers without shareholder approval, including, without limitation, the replacement or reinstatement of any subadviser with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PIC will continue to have the ultimate responsibility to oversee the subadvisers and recommend their hiring, termination, and replacement. Even if each Manager-of-Managers Fund's shareholders approve this arrangement, any new subadviser(s) engaged or terminated or any change in a subadvisory agreement will still require the approval of the Trust's Board of Trustees. In order to approve new subadviser(s), the Trustees will analyze the factors they deem relevant, such as the nature, quality and scope of services provided by subadviser(s) to investment companies comparable to the Manager-of-Managers Fund. The Trustees will review the ability of the subadviser(s) to provide services to the Manager-of-Managers Fund, as well as its personnel, operation, financial condition or any other factor which would affect the subadviser(s) with respect to compliance and regulatory matters over the past fiscal year. The Trustees typically review the subadvisers' investment performance with respect to accounts deemed comparable. Finally, the Trustees will consider other factors deemed relevant to the subadviser(s) performance as an investment manager. The Manager-of-Managers Funds believe that this review provides adequate shareholder protection in the selection of subadviser(s). PIC would notify the Manager-of-Managers Fund's shareholders in the event of any change in the identity of the subadviser of the Manager-of-Managers Fund within 90 days of a change. The written notice would contain substantially the same information about the subadviser, the subadvisory agreement and the subadvisory fee that would have been included in a proxy statement if shareholder approval had been required. In addition, the exemptive order prohibits PIC from entering into subadvisory agreements with affiliates of PIC to replace an unaffiliated subadviser without 17 shareholder approval. Finally, the advisory fee would not change if a subadviser was hired, terminated or replaced. Rather, the subadviser would be paid a portion of the then current advisory fee paid to PIC. Although shareholder approval would not be required for the termination of subadvisory agreements, shareholders of the Manager-of-Managers Funds would continue to have the right to terminate such subadvisory agreements for the Manager-of-Managers Funds at any time by a vote of a majority of the outstanding voting securities of each Manager-of-Managers Fund. BENEFIT OF APPROVAL OF THE MANAGER-OF-MANAGERS PROPOSAL Approval of the Manager-of-Managers Proposal will allow PIC, with Board approval, to access broader money management expertise and hire or replace subadvisers without the costly expense of and unnecessary delays associated with proxy solicitations. This is especially true in today's rapidly changing securities markets in which the management of Fund assets must be addressed swiftly as changes are needed. REQUIRED VOTE Under the 1940 Act, a majority of a fund's outstanding voting securities is defined as the lesser of (1) 67% of the outstanding shares represented at a meeting at which more than 50% of a fund's outstanding shares are present in person or represented by proxy or (2) more than 50% of a fund's outstanding voting securities (a "Majority Vote"). Approval of this proposal requires a Majority Vote of the shareholders of the Manager-of-Managers Fund. If a Manager-of-Managers Fund's shareholders do not approve the Manager-of-Managers Proposal, the terms and conditions of the exemptive relief described above will not be applicable to that Manager-of-Managers Fund. BOARD APPROVAL OF PROPOSED MANAGER-OF-MANAGERS PROPOSAL At a meeting held on February 16, 2006, each Board of the Manager-of-Managers Funds, including the Disinterested Trustees, reviewed the Manager-of-Managers Proposal. Each Board, including the Disinterested Trustees, concluded that PIC's ability to hire, terminate or replace subadvisers without shareholder approval, in rapidly changing securities markets, would enhance PIC's ability to manage the Manager-of-Managers Fund. As a result, each Board, including the Disinterested Trustees, concluded that it would be in the best interests of the applicable Manager-of-Managers Fund and its shareholders to permit PIC, with Board approval, to hire, terminate or replace subadvisers, without shareholder approval. Each Board of Trustees recommends a vote "FOR" Proposal 2. PROPOSALS 3, 4 AND 5: APPROVAL OF PROPOSALS TO AMEND AND REMOVE CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS FROM THE FUNDAMENTAL RESTRICTION FUNDS The following Funds are referred to herein as the "Fundamental Restriction Funds": Fundamental Restriction with Respect to Loans (Proposal 3): PHOENIX CA TAX-EXEMPT BOND FUND PHOENIX EQUITY SERIES FUND Phoenix Growth & Income Fund PHOENIX EQUITY TRUST Phoenix Mid-Cap Value Fund Phoenix Pathfinder Fund Phoenix Relative Value Fund Phoenix Total Value Fund Phoenix Worldwide Strategies Fund 18 PHOENIX INSTITUTIONAL MUTUAL FUNDS Phoenix Institutional Bond Fund Phoenix Low Duration Core Plus Bond Fund PHOENIX INVESTMENT SERIES FUND Phoenix Global Utilities Fund Phoenix Income & Growth Fund PHOENIX INVESTMENT TRUST 97 Phoenix Small-Cap Value Fund Phoenix Value Equity Fund PHOENIX INVESTMENT TRUST 06 Phoenix All-Cap Growth Fund Phoenix Nifty Fifty Fund Phoenix Small-Cap Growth Fund PHOENIX MULTI-PORTFOLIO FUND Phoenix Emerging Markets Bond Fund Phoenix International Strategies Fund Phoenix Real Estate Securities Fund PHOENIX MULTI-SERIES TRUST Phoenix High Yield Securities Fund Phoenix Multi-Sector Fixed Income Fund Phoenix Multi-Sector Short Term Bond Fund PHOENIX OPPORTUNITIES TRUST Phoenix Bond Fund Phoenix Earnings Driven Growth Fund Phoenix Growth Opportunities Fund PHOENIX PHOLIOs Phoenix Conservative Income PHOLIO Phoenix Diversifier PHOLIO Phoenix International PHOLIO Phoenix Wealth Accumulator PHOLIO Phoenix Wealth Builder PHOLIO Phoenix Wealth Guardian PHOLIO Phoenix Wealth Preserver PHOLIO PHOENIX PORTFOLIOS Phoenix Market Neutral Fund PHOENIX SERIES FUND Phoenix Balanced Fund Phoenix Capital Growth Fund Phoenix Core Bond Fund Phoenix High Yield Fund Phoenix Mid-Cap Growth Fund Phoenix Money Market Fund PHOENIX STRATEGIC EQUITY SERIES FUND Phoenix Dynamic Growth Fund Phoenix Fundamental Growth Fund Phoenix Strategic Growth Fund OTHER FUNDAMENTAL RESTRICTION FUNDS (PROPOSALS 4 AND 5) - ------------------------------------------------------- PHOENIX ASSET TRUST Phoenix Rising Dividends Fund Phoenix Small-Mid Cap Fund 19 PHOENIX ADVISER TRUST Phoenix Focused Value Fund Phoenix Foreign Opportunities Fund Changes in the Fundamental Investment Restrictions of the Phoenix Asset Trust (Proposal 4): Proposal 4A: Investment of Assets in a Single Open-End Investment Company Proposal 4B: Change of Status as a Diversified Series Proposal 4C: Investment of More Than 25% of Assets in Companies Engaged in One Industry Proposal 4D: Limits on Borrowing Proposal 4E: Issuance of Senior Securities Proposal 4F: Underwriting Activities Proposal 4G: Purchase and Sale of Real Estate Proposal 4H: Purchase and Sale of Commodities and Commodities Contracts Proposal 4I: Lending Assets Changes in the Fundamental Investment Restrictions of the Phoenix Adviser Trust (Proposal 5): Proposal 5A: Investment of More Than 25% of Assets in Companies Engaged in One Industry Proposal 5B: Limits on Borrowing Proposal 5C: Issuance of Senior Securities Proposal 5D: Underwriting Activities Proposal 5E: Purchase and Sale of Real Estate Proposal 5F: Lending Assets BACKGROUND Each of the Fundamental Restriction Funds operates in accordance with its investment objective, principal investment strategies and investment policies, which are described in either its prospectus or statement of additional information. A fund's investment policies are classified as either "fundamental" or "non-fundamental." Under the 1940 Act, investment policies relating to certain subjects must be classified as fundamental. Investment policies that are deemed fundamental can be changed only by a shareholder vote. In contrast, investment policies that are not fundamental may be changed by the Board of Trustees without shareholder approval. These Proposals are intended to modernize the fundamental investment policies of the Fundamental Restriction Funds as set forth below by amending or eliminating certain fundamental investment policies. Each Proposal relates to a particular fundamental restriction. Shareholders are being asked to vote separately on each Proposal. If a Proposal is approved by shareholders at the Meeting, the proposed change to that fundamental investment policy will be adopted by the Fundamental Restriction Fund. Each approved Proposal will take effect when the Fundamental Restriction Fund's prospectus or statement of additional information is updated to reflect the changes. If shareholders fail to approve any Proposal, the current investment policy or policies contained in that Proposal will remain in effect. BENEFIT OF CHANGES IN FUNDAMENTAL INVESTMENT POLICIES Changes to the Fundamental Restriction Funds' fundamental investment policies as proposed in Proposals 3, 4 and 5 will benefit the Fundamental Restriction Funds and their shareholders for the following reasons: First, each of these changes is designed to provide the applicable Fundamental Restriction Fund with greater investment flexibility to pursue its investment objective and principal investment strategies and respond to a changing investment environment. 20 Second, the proposed changes would not affect the Fundamental Restriction Funds' investment objectives and investment strategies. Moreover, should shareholders approve the proposed changes, the Fundamental Restriction Funds do not intend to change their objective or investment strategies. Furthermore, these changes, individually and in the aggregate, generally should not result in a substantial change in the manner in which the Fundamental Restriction Funds are currently being managed. Third, by reducing to a minimum those policies that can be changed only by shareholder vote, the Fundamental Restriction Funds in the future may be able to avoid the costs and delay associated with holding shareholder meetings to address issues relating to fundamental investment policies. Finally, as described more fully below, many of the fundamental restrictions of the Funds of the Phoenix Asset Trust and the Phoenix Adviser Trust do not conform to the standard fundamental investment restrictions of other Funds in the Phoenix Fund Complex. The proposed changes would allow for consistency across all of the Funds in the Phoenix Fund Complex and consequently improve administrative efficiency and enhance the ability to maintain a robust compliance infrastructure. PROPOSAL 3: AMENDMENT OF FUNDAMENTAL RESTRICTION WITH RESPECT TO LENDING Under the 1940 Act, a mutual fund must have a fundamental policy regarding lending. The current fundamental investment restriction is more restrictive than mandated by the 1940 Act and could be read to prohibit investments in loan participations and assignments which are unfunded. The proposed restriction is consistent with the 1940 Act requirements and industry standards. The Board has evaluated this Proposal and believes the modification will enhance the investment advisers' ability to execute the investment strategies of the Funds. Investing in loan participations and assignments involves the risk that the borrower may default on the loan and the Funds may not be able to recover the amount invested in such loan participations and assignments.
Current Fundamental Restriction Proposed Fundamental Restriction - ------------------------------- -------------------------------- The funds may not make loans, except that the funds may The funds may not lend securities or make any other (i) lend portfolio securities, (ii) enter into loans if, as a result, more than 33 1/3% of its repurchase agreements, (iii) purchase all or a portion total assets would be lent to other parties except of an issue of debt securities, bank loan participation that the funds may purchase debt securities, may interests, bank certificates of deposit, bankers' enter into repurchase agreements, may lend portfolio acceptances, debentures or other securities, whether or securities and may acquire loans, loan participations not the purchase is made upon the original issuance of and assignments (both funded and unfunded) and other the securities and (iv) participate in an interfund forms of debt instruments. lending program with other registered investment companies.
PROPOSAL 4: REMOVAL AND AMENDMENT OF FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE PHOENIX ASSET TRUST TO CONFORM TO THE STANDARD FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE PHOENIX FUNDS The Phoenix Asset Trust (formerly the Phoenix-Kayne Funds) became part of the Phoenix Fund Complex in 2002. Therefore, many of the fundamental investment restrictions of the Phoenix Asset Trust do not conform to the standard fundamental investment restrictions of other Funds in the Phoenix Fund Complex. The proposed fundamental investment restrictions set forth below are intended to conform the fundamental investment restrictions of the Phoenix Asset Trust to the language of the standard fundamental investment restrictions of other Funds in the Phoenix Fund Complex. The Board believes 21 that execution of the investment strategy and implementation of appropriate compliance protocols will be enhanced by utilizing consistent language across the Funds in the Phoenix Fund Complex. PROPOSAL 4A: REMOVAL OF FUNDAMENTAL POLICY REGARDING INVESTMENT OF ASSETS IN A SINGLE, OPEN-END INVESTMENT COMPANY Reasons for Elimination of Fundamental Policy The removal of the Funds' current fundamental policy is intended to conform the fundamental investment restrictions of the Phoenix Asset Trust to the standard fundamental investment restrictions of the other Funds in the Phoenix Fund Complex. The removal of the Funds' current policy will not expose the Funds to additional risks, because under the current fundamental policy, a Fund was not prohibited from investing all of its in a single, open-end investment company with substantially the same fundamental investment objectives, restrictions and policies as the Fund. If the Proposal is approved, the current fundamental restriction will be removed in its entirety and will not be implemented as a non-fundamental policy.
Current Fundamental Restriction Proposed Fundamental Restriction - ------------------------------- -------------------------------- Notwithstanding any other fundamental investment None. The current fundamental restriction is not restriction or policy, each fund reserves the right to required by the 1940 Act. invest all of its assets in the securities of a single, open-end investment company with substantially the same fundamental investment objectives, restrictions and policies as that fund.
PROPOSAL 4B: AMENDMENT OF FUNDAMENTAL POLICY REGARDING CHANGE OF STATUS AS A DIVERSIFIED SERIES Discussion of Proposed Modification The proposed modification of the Funds' current fundamental policy is intended to conform the fundamental investment restriction of the Funds to the language of the standard fundamental investment restrictions of other fund in the Phoenix Fund Complex. There is no material difference between the current fundamental restriction and the proposed fundamental restriction set forth below.
Current Fundamental Restriction Proposed Fundamental Restriction - ------------------------------- -------------------------------- Each fund may not change its status as a diversified The fund may not with respect to 75% of its total series, which requires that each fund, with respect to assets, purchase securities of an issuer (other than 75% of its total assets, not invest in the securities of the U.S. Government, its agencies, instrumentalities any one issuer (other than the U.S. Government and its or authorities or repurchase agreements agencies and instrumentalities) if immediately after and collateralized by U.S. Government securities and as a result of such investment more than 5% of the total other investment companies), if: (a) such purchase assets of the fund would be invested in such issuer (the would, at the time, cause more than 5% of the fund's remaining 25% of the fund's total assets may be invested total assets taken at market value to be invested in without restriction except to the extent other the securities of such issuer; or (b) such purchase investment restrictions may be applicable). would, at the time, result in more than 10% of the outstanding voting securities of such issuer being held by the fund.
22 PROPOSAL 4C: AMENDMENT OF FUNDAMENTAL POLICY REGARDING INVESTMENT OF MORE THAN 25% OF ASSETS IN COMPANIES ENGAGED IN ONE INDUSTRY Discussion of Proposed Modification The proposed modification of the Funds' current fundamental policy is intended to conform the fundamental investment restriction of the Funds to the language of the standard fundamental investment restrictions of other funds in the Phoenix Fund Complex. There is no material difference between the current fundamental restriction and the proposed fundamental restriction set forth below.
Current Fundamental Restriction Proposed Fundamental Restriction - ------------------------------- -------------------------------- Each fund may not invest 25% or more of the value of the The fund may not purchase securities if, after giving fund's total assets in the securities of companies effect to the purchase, more than 25% of its total engaged in any one industry (except securities issued by assets would be invested in the securities of one or the U.S. Government, its agencies and instrumentalities more issuers conducting their principal business or tax-exempt securities issued by state governments or activities in the same industry (excluding the U.S. political subdivisions). Government, its agencies or instrumentalities).
PROPOSAL 4D: AMENDMENT OF FUNDAMENTAL POLICY REGARDING LIMITS ON BORROWING Discussion of Proposed Modification The proposed modification of the Funds' current fundamental policy is intended to conform the fundamental investment restriction of the Funds to the language of the standard fundamental investment restrictions of other funds in the Phoenix Fund Complex. There is no material difference between the current fundamental restriction and the proposed fundamental restriction set forth below.
Current Fundamental Restriction Proposed Fundamental Restriction - ------------------------------- -------------------------------- Each fund may not borrow money, except each fund may The fund may not borrow money, except (i) in amounts enter into bank loans for temporary or emergency not to exceed one third of the value of the fund's purposes or engage in any otherwise permissible total assets (including the amount borrowed) from leveraging activities (including reverse repurchase banks, and (ii) up to an additional 5% of its total agreements and dollar roll transactions that are assets from banks or other lenders for temporary accounted for as financings) in an amount not in excess purposes. For purposes of this restriction, of one-third of the value of the fund's total assets (at (a) investment techniques such as margin purchases, the lesser of acquisition cost or current market short sales, forward commitments, and roll value). No investments will be made by any fund if its transactions (b) investments in instruments such as borrowings exceed 10% of total assets. futures contracts, swaps, and options and (c) short-term credits extended in connection with trade clearance and settlement, shall not constitute borrowing.
PROPOSAL 4E: AMENDMENT OF FUNDAMENTAL POLICY REGARDING ISSUANCE OF SENIOR SECURITIES Discussion of Proposed Modification The proposed modification of the Funds' current fundamental policy is intended to conform the fundamental investment restriction of the Funds to the language of the standard fundamental investment restrictions of other funds in the Phoenix Fund Complex. There is no material difference between the current fundamental restriction and the proposed fundamental restriction set forth below. 23
Current Fundamental Restriction Proposed Fundamental Restriction - ------------------------------- -------------------------------- Each fund may not issue senior securities, as defined in The fund may not issue "senior securities" in the 1940 Act, except that this restriction shall not be contravention of the 1940 Act. Activities permitted deemed to prohibit the fund from making otherwise by the SEC exemptive orders or staff interpretations permissible borrowings, mortgages or pledges, or shall not be deemed prohibited by this restriction. entering into permissible reverse repurchase agreements and dollar roll transactions, and options transactions, or issuing shares of beneficial interest in multiple classes.
PROPOSAL 4F: AMENDMENT OF FUNDAMENTAL POLICY REGARDING UNDERWRITING ACTIVITIES Discussion of Proposed Modification The proposed modification of the Funds' current fundamental policy is intended to conform the fundamental investment restriction of the Funds to the language of the standard fundamental investment restrictions of other funds in the Phoenix Fund Complex. There is no material difference between the current fundamental restriction and the proposed fundamental restriction set forth below.
Current Fundamental Restriction Proposed Fundamental Restriction - ------------------------------- -------------------------------- Each fund may not underwrite securities of any other The fund may not underwrite the securities issued by company, except that the fund may invest in companies other persons, except to the extent that, in that engage in such businesses, and except to the extent connection with the disposition of portfolio that the fund may be considered an underwriter within securities, the fund may be deemed to be an the meaning of the 1933 Act in the disposition of underwriter under applicable law. restricted securities.
PROPOSAL 4G: AMENDMENT OF FUNDAMENTAL POLICY REGARDING PURCHASE AND SALE OF REAL ESTATE Discussion of Proposed Modification The proposed modification of the Funds' current fundamental policy is intended to conform the fundamental investment restriction of the Funds to the language of the standard fundamental investment restrictions of other funds in the Phoenix Fund Complex. There is no material difference between the current fundamental restriction and the proposed fundamental restriction set forth below.
Current Fundamental Restriction Proposed Fundamental Restriction - ------------------------------- -------------------------------- Each fund may not purchase or sell real estate, except The fund may not purchase or sell real estate, except that the fund may invest in securities secured by real that the fund may (i) acquire or lease office space estate or real estate interests, or issued by companies, for its own use, (ii) invest in securities of issuers including real estate investment trusts, that invest in that invest in real estate or interests therein, real estate or real estate interests. (iii) invest in mortgage-related securities and other securities that are secured by real estate interests therein, and (iv) hold and sell real estate acquired by the fund as a result of the ownership of securities.
24 PROPOSAL 4H: AMENDMENT OF FUNDAMENTAL POLICY REGARDING PURCHASE AND SALE OF COMMODITIES AND COMMODITIES CONTRACTS Discussion of Proposed Modification The proposed modification of the Funds' current fundamental policy is intended to conform the fundamental investment restriction of the Funds to the language of the standard fundamental investment restrictions of other funds in the Phoenix Fund Complex. There is no material difference between the current fundamental restriction and the proposed fundamental restriction set forth below.
Current Fundamental Restriction Proposed Fundamental Restriction - ------------------------------- -------------------------------- Each fund may not purchase or sell commodities or The fund may not purchase or sell commodities or commodity contracts, except that the fund may invest in commodity contracts, except that the fund may companies that engage in such businesses to the extent purchase and sell derivatives (including but not otherwise permitted by the fund's investment policies limited to, options, futures contracts and options on and restrictions and by applicable law, and may engage futures contracts) whose value is tied to the value in otherwise permissible options and futures activities of a financial index or a financial instrument or as described in the prospectus and the statement of other asset (including but not limited to, securities additional information (such as foreign currency indexes, interest rates, securities, currencies and hedging). physical commodities).
PROPOSAL 4I: AMENDMENT OF POLICY REGARDING LENDING Discussion of Proposed Modification Under the 1940 Act, a mutual fund must have a fundamental policy regarding lending. The current fundamental investment restriction is more restrictive than mandated by the 1940 Act and could be read to prohibit the investments in loan participations and assignments. The proposed restriction is consistent with the 1940 Act requirements and industry standards. The Board has evaluated this Proposal and believes the modification will enhance the investment advisers' ability to execute the investment strategies of the Funds. Investing in loan participations and assignments involve the risk that the borrower may default on the loan and the Funds may not be able to recover the amount invested in such loan participations and assignments.
Current Fundamental Restriction Proposed Fundamental Restriction - ------------------------------- -------------------------------- Each fund may not make loans of more than one-third of The fund may not lend securities or make any other the fund's net assets, including loans of securities, loans if, as a result, more than 33 1/3% of its total except that the fund may, subject to the other assets would be lent to other parties except that the restrictions or policies stated herein, purchase debt fund may purchase debt securities, may enter into securities or enter into repurchase agreements with banks repurchase agreements, may lend portfolio securities or other institutions to the extent a repurchase and may acquire loans, loan participations and agreement is deemed to be a loan. assignments (both funded and unfunded) and other forms of debt instruments.
PROPOSAL 5: CHANGES IN THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUNDS OF THE PHOENIX ADVISER TRUST TO CONFORM TO THE STANDARD FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE PHOENIX FUNDS The Funds of the Phoenix Adviser Trust became part of the Phoenix Fund Complex in June 2005. Therefore, many of the fundamental investment restrictions of the Funds of the Phoenix Adviser Trust do not conform to the standard fundamental investment restrictions of other Funds in the Phoenix Fund 25 Complex. The proposed fundamental investment restrictions set forth below are intended to conform the fundamental investment restrictions of the Funds of the Phoenix Adviser Trust to the language of the standard fundamental investment restrictions of other Funds in the Phoenix Fund Complex. The Board believes that execution of the investment strategy and implementation of appropriate compliance protocols will be enhanced by utilizing consistent language across the Funds in the Phoenix Fund Complex. PROPOSAL 5A: AMENDMENT OF POLICY REGARDING INVESTMENT OF MORE THAN 25% OF ASSETS IN COMPANIES ENGAGED IN ONE INDUSTRY Discussion of Proposed Modification The proposed modification of the Funds' current fundamental policy is intended to conform the fundamental investment restriction of the Funds to the language of the standard fundamental investment restrictions of other funds in the Phoenix Fund Complex. There is no material difference between the current fundamental restriction and the proposed fundamental restriction set forth below.
Current Fundamental Restriction Proposed Fundamental Restriction - ------------------------------- -------------------------------- Each fund may not purchase a security if, after giving The fund may not purchase securities if, after giving effect to the purchase, 25% or more of its total assets effect to the purchase, more than 25% of its total would be invested in the securities of one or more assets would be invested in the securities of one or issuers conducting their principal business activities more issuers conducting their principal business in the same industry (other than U.S. Government activities in the same industry (excluding the U.S. securities). Government, its agencies or instrumentalities).
PROPOSAL 5B: AMENDMENT OF POLICY REGARDING LIMITS ON BORROWING Discussion of Proposed Modification The proposed modification of the Funds' current fundamental policy is intended to conform the fundamental investment restriction of the Funds to the language of the standard fundamental investment restrictions of other funds in the Phoenix Fund Complex. There is no material difference between the current fundamental restriction and the proposed fundamental restriction set forth below.
Current Fundamental Restriction Proposed Fundamental Restriction - ------------------------------- -------------------------------- Each fund may not, borrow money, except as permitted The fund may not borrow money, except (i) in amounts under the 1940 Act, as amended, or any regulation not to exceed one third of the value of the fund's thereunder, as the same may be interpreted by the SEC total assets (including the amount borrowed) from staff, from time to time, or as permitted by an banks, and (ii) up to an additional 5% of its total exemptive order obtained from the SEC. 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.
26 PROPOSAL 5C: AMENDMENT OF FUNDAMENTAL POLICY REGARDING ISSUANCE OF SENIOR SECURITIES Discussion of Proposed Modification The proposed modification of the Funds' current fundamental policy is intended to conform the fundamental investment restriction of the Funds to the language of the standard fundamental investment restrictions of other funds in the Phoenix Fund Complex. There is no material difference between the current fundamental restriction and the proposed fundamental restriction set forth below.
Current Fundamental Restriction Proposed Fundamental Restriction - ------------------------------- -------------------------------- Each fund may not issue "senior securities" except as The fund may not issue "senior securities" in permitted under the 1940 Act, as amended, or any contravention of the 1940 Act. Activities permitted regulation thereunder, as the same may be interpreted by by the SEC exemptive orders or staff interpretations the SEC staff from time to time, or as permitted by an shall not be deemed prohibited by this restriction. exemptive order obtained from the SEC.
PROPOSAL 5D: AMENDMENT OF FUNDAMENTAL POLICY REGARDING UNDERWRITING ACTIVITIES Discussion of Proposed Modification The proposed modification of the Funds' current fundamental policy is intended to conform the fundamental investment restriction of the Funds to the language of the standard fundamental investment restrictions of other funds in the Phoenix Fund Complex. There is no material difference between the current fundamental restriction and the proposed fundamental restriction set forth below.
Current Fundamental Restriction Proposed Fundamental Restriction - ------------------------------- -------------------------------- Each fund may not engage in the business of underwriting The fund may not underwrite the securities issued by securities issued by others, except to the extent that a other persons, except to the extent that, in fund may be considered to be an underwriter within the connection with the disposition of portfolio meaning of the Securities Act of 1933 in the disposition securities, the fund may be deemed to be an of restricted securities or in connection with its underwriter under applicable law. investments in other investment companies.
PROPOSAL 5E: AMENDMENT OF FUNDAMENTAL POLICY REGARDING PURCHASE AND SALE OF REAL ESTATE Discussion of Proposed Modification The proposed modification of the Funds' current fundamental policy is intended to conform the fundamental investment restriction of the Funds to the language of the standard fundamental investment restrictions of other funds in the Phoenix Fund Complex. There is no material difference between the current fundamental restriction and the proposed fundamental restriction set forth below.
Current Fundamental Restriction Proposed Fundamental Restriction - ------------------------------- -------------------------------- Each fund may not purchase or sell real estate except The fund may not purchase or sell real estate, except that the funds may (i) invest in securities of issuers that the fund may (i) acquire or lease office space that invest in real estate or interests therein, for its own use, (ii) invest in securities of issuers (ii) invest in mortgage-related securities and other that invest in real estate or interests therein, securities that are secured by real estate interests (iii) invest in mortgage-related securities and other therein, (iii) hold and sell real estate acquired by the securities that are secured by real estate interests fund as a result of the ownership of securities. therein, and (iv) hold and sell real estate acquired by the fund as a result of the ownership of securities.
27 PROPOSAL 5F: AMENDMENT OF FUNDAMENTAL POLICY REGARDING LENDING Discussion of Proposed Modification Under the 1940 Act, a mutual fund must have a fundamental policy regarding lending. The current fundamental investment restriction is more restrictive than mandated by the 1940 Act and could be read to prohibit investments in loan participations and assignments which are unfunded. The proposed restriction is consistent with the 1940 Act requirements and industry standards. The Board has evaluated this Proposal and believes the modification will enhance the investment advisers' ability to execute the investment strategies of the Funds. Investing in loan participations and assignments involve the risk that the borrower may default on the loan and the Funds may not be able to recover the amount invested in such loan participations and assignments.
Current Fundamental Restriction Proposed Fundamental Restriction - ------------------------------- -------------------------------- Each fund may not make loans, except that the funds may The fund may not lend securities or make any other (i) lend portfolio securities, (ii) enter into repurchase loans if, as a result, more than 33 1/3% of its total agreements, (iii) purchase all or a portion of an issue assets would be lent to other parties except that the of debt securities, bank loan participation interests, fund may purchase debt securities, may enter into bank certificates of deposit, bankers' acceptances, repurchase agreements, may lend portfolio securities debentures or other securities, whether or not the and may acquire loans, loan participations and purchase is made upon the original issuance of the assignments (both funded and unfunded) and other securities and (iv) participate in an interfund lending forms of debt instruments. program with other registered investment companies.
REQUIRED VOTE FOR PROPOSALS 3, 4 AND 5 The amendment or elimination of certain fundamental investment restrictions for each of the Fundamental Restriction Funds requires a Majority Vote of the shareholders of each of the Fundamental Restriction Funds. BOARD APPROVAL OF PROPOSED CHANGES TO CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUNDAMENTAL RESTRICTION FUNDS At a meeting held on March 23, 2006, each Board of the Fundamental Restriction Funds, including the Disinterested Trustees, reviewed the Proposals and determined that the Proposals would benefit the applicable Fundamental Restriction Fund and its shareholders because of the added investment flexibility, lower costs and avoidance of delays associated with proxy solicitations and improved administrative efficiency and compliance infrastructure that would result from approval of the Proposals. In addition, each Board, including the Disinterested Trustees, concluded that the ability of PIC or a subadviser to manage the Fundamental Investment Funds' portfolios in a changing regulatory or investment environment would be enhanced and that investment management opportunities would be increased by the proposed changes. Accordingly, each Board, including the Disinterested Trustees, concluded that it would be in the best interests of the applicable Fundamental Restriction Fund and its shareholders, to approve the Proposals. Each Board of Trustees recommends a vote "FOR" Proposals 3, 4 and 5. 28 PROPOSAL 6: RECLASSIFICATION OF THE INVESTMENT OBJECTIVE FROM FUNDAMENTAL TO NON-FUNDAMENTAL This proposal applies to each of the Investment Objective Funds, as named below. PHOENIX ASSET TRUST Phoenix Rising Dividends Fund Phoenix Small-Mid Cap Fund PHOENIX CA TAX-EXEMPT BOND FUND PHOENIX EQUITY SERIES FUND Phoenix Growth & Income Fund PHOENIX EQUITY TRUST Phoenix Worldwide Strategies Fund PHOENIX INSTITUTIONAL MUTUAL FUNDS Phoenix Institutional Bond Fund PHOENIX INVESTMENT SERIES FUND Phoenix Income & Growth Fund (Primary Objective) PHOENIX INVESTMENT TRUST 06 Phoenix All-Cap Growth Fund Phoenix Nifty Fifty Fund Phoenix Small-Cap Growth Fund PHOENIX INVESTMENT TRUST 97 Phoenix Small-Cap Value Fund Phoenix Value Equity Fund PHOENIX MULTI-PORTFOLIO FUND Phoenix Emerging Markets Bond Fund Phoenix International Strategies Fund Phoenix Real Estate Securities Fund PHOENIX MULTI-SERIES TRUST Phoenix Multi-Sector Fixed Income Fund Phoenix Multi-Sector Short Term Bond Fund PHOENIX OPPORTUNITIES TRUST Phoenix Bond Fund Phoenix Earnings Driven Growth Fund PHOENIX PHOLIOs Phoenix Wealth Builder PHOLIO Phoenix Wealth Guardian PHOLIO PHOENIX SERIES FUND Phoenix Balanced Fund Phoenix Capital Growth Fund Phoenix Core Bond Fund Phoenix High Yield Fund Phoenix Mid-Cap Growth Fund Phoenix Money Market Fund PHOENIX STRATEGIC EQUITY SERIES FUND Phoenix Strategic Growth Fund RECLASSIFICATION OF INVESTMENT OBJECTIVE Every registered investment company is required to state its investment objective, i.e., the goal of its investment program, in its prospectus. There is no requirement that a fund's investment objective be fundamental, i.e., that shareholder approval be required to change it, but many funds, including all of the Investment Objective Funds, have stated that their investment objectives are fundamental. The Board of 29 Trustees has approved a proposal to make each Investment Objective Fund's investment objective non-fundamental. If approved by shareholders, this change would mean that the Board would be able to change an Investment Objective Fund's investment objective in the future without further action by shareholders. This change would enhance an Investment Objective Fund's flexibility by allowing a Board to more easily alter the Investment Objective Fund's investment objective when the Board believes it is in the best interests of shareholders or when necessary to comply with possible future regulatory changes. Of course, Investment Objective Funds' shareholders would receive notice--prior to its implementation--of any change to an Investment Objective Fund's investment objective that has been approved by the Board. This change would also eliminate the costly expense of and unnecessary delays associated with proxy solicitations. REQUIRED VOTE The approval of this proposal requires a Majority Vote of the shareholders of each of the Investment Objective Funds. BOARD APPROVAL OF PROPOSAL TO RECLASSIFY INVESTMENT OBJECTIVE OF THE INVESTMENT OBJECTIVE FUNDS At a meeting held on March 23, 2006, each Board of the Investment Objective Funds, including the Disinterested Trustees, reviewed the Proposal and determined that the Proposal would benefit the applicable Investment Objective Fund and its shareholders because of the increased flexibility and reduction in costs and delays associated with proxy solicitations that would result from the approval of the Proposal. Accordingly, each Board of the Investment Objective Funds, including the Disinterested Trustees, concluded that it would be in the best interests of the applicable Investment Objective Fund and its shareholders, to approve the Proposal. Each Board of Trustees recommends a vote "FOR" Proposal 6. PROPOSAL 7: APPROVAL OF A PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE TRUSTS SELECTION OF PRICEWATERHOUSECOOPERS LLC Each Board of Trustees, including a majority of the Disinterested Trustees, has selected PricewaterhouseCoopers LLC ("PricewaterhouseCoopers") to act as the independent registered public accounting firm for each Trust's fiscal year. The Trusts' 2006 fiscal year ends are: Phoenix Adviser Trust - February 28 Phoenix Asset Trust - December 31 Phoenix CA Tax-Exempt Bond Fund - April 30 Phoenix Equity Series Fund - August 31 Phoenix Equity Trust - June 30 Phoenix Institutional Mutual Funds - December 31 Phoenix Investment Series Fund - April 30 Phoenix Investment Trust 97 - August 31 Phoenix Investment Trust 06 - December 31 Phoenix Multi-Portfolio Fund - November 30 Phoenix Multi-Series Trust - October 31 Phoenix Opportunities Trust - September 30 Phoenix PHOLIOs - July 31 Phoenix Portfolios - October 31 Phoenix Series Fund - October 31 Phoenix Strategic Equity Series Fund - April 30 PricewaterhouseCoopers has acted as the independent registered accounting firm for each Trust for many years. Each Board's selection was approved by its Audit Committee at meetings held on 30 November 15, 2005 and May 18, 2006. The Audit Committee meets at least twice a year with representatives of PricewaterhouseCoopers to discuss the scope of their engagement and review the financial statements of the Funds and the results of their examinations thereof. The following table sets forth the aggregate fees billed by PricewaterhouseCoopers for each Trust's 2005 fiscal year for professional services rendered for: (i) the audit of the Trust's annual financial statements and the review of financial statements included in the Trust's reports to shareholders; (ii) assurance and related services that are reasonably related to the audit of the Trust's financial statements, (iii) tax compliance, tax advice or tax planning and (iv) all services other than (i), (ii) and (iii).
AUDIT-RELATED AUDIT FEES FEES TAX FEES ALL OTHER FEES ---------- ---- -------- -------------- 2004 2005 2004 2005 2004 2005 2004 2005 ---- ---- ---- ---- ---- ---- ---- ---- Phoenix Adviser Trust......... $13,000 $36,923 $0 $0 $2,000 $9,173 $0 $0 Phoenix Asset Trust........... $100,635 $97,635 $5,000 $5,000 $20,000 $20,000 $0 $0 Phoenix CA Tax-Exempt Bond Fund....................... $28,627 $28,627 $1,000 $1,000 $4,950 $4,950 $0 $0 Phoenix Equity Series Fund.... $27,047 $27,047 $1,000 $1,000 $4,750 $7,250 $0 $0 Phoenix Equity Trust.......... $28,047 $39,554 $2,000 $1,000 $5,400 $11,050 $0 $0 Phoenix Institutional Mutual Funds...................... $27,627 $40,804 $1,000 $2,000 $5,400 $11,150 $0 $0 Phoenix Investment Series Fund....................... $29,627 $43,154 $1,000 $2,000 $5,700 $9,500 $0 $0 Phoenix Investment Trust 97... $54,094 $51,054 $2,000 $2,000 $9,500 $9,500 $0 $0 Phoenix Investment Trust 06... $84,488 $78,408 $4,000 $4,000 $21,500 $19,000 $0 $0 Phoenix Multi-Portfolio Fund.. $110,188 $110,188 $4,000 $4,000 $14,500 $22,750 $0 $0 Phoenix Multi-Series Trust.... $67,694 $84,121 $2,000 $3,000 $12,200 $16,500 $0 $0 Phoenix Opportunities Trust... $82,641 $82,641 $3,000 $3,000 $14,500 $15,050 $0 $0 Phoenix PHOLIOs............... $34,094 $31,054 $2,000 $2,000 $9,400 $9,400 $0 $0 Phoenix Portfolios............ $34,047 $34,047 $1,000 $1,000 $6,350 $6,350 $0 $0 Phoenix Series Fund........... $170,582 $170,582 $6,000 $6,000 $28,650 $28,400 $0 $0 Phoenix Strategic Equity Series Fund................ $53,654 $53,654 $2,000 $2,000 $9,500 $9,500 $0 $0
The Trusts' Audit Committee has adopted procedures to pre-approve audit and non-audit services for the Trusts and PIC and any entity controlling, controlled by or under common control with PIC to the extent that the engagement relates directly to the operations and financial reporting of registered investment companies (the "Advisers and Advisers' Affiliates"). These procedures identify certain types of audit and non-audit services that are anticipated to be provided by PricewaterhouseCoopers during a calendar year and, provided the services are within the scope and value standards set forth in the procedures, pre-approve those engagements. The scope and value criteria are reviewed annually. These procedures require both audit and non-audit services to be approved by the Audit Committee prior to engagement of PricewaterhouseCoopers. In recommending PricewaterhouseCoopers as the Funds' independent registered public accounting firm, the Audit Committee has considered the compensation provided to PricewaterhouseCoopers for audit and non-audit services to the Advisers and Advisers' Affiliates and has determined that such compensation is not incompatible with maintaining PricewaterhouseCoopers' independence. The aggregate amount of non-audit fees paid by the Trusts, the Advisers and an Advisers' Affiliate for services provided to the Trusts, the Advisers and an Advisers' Affiliate, which includes amounts described above, were $1,877,791 and $892,561 for the years ending December 31, 2004 and 2005. All such non-audit services were pre-approved in accordance with the Trusts' policy. 31 PricewaterhouseCoopers has advised the Trusts that it has no direct or indirect financial interest in any of the Trusts. The enclosed proxy card provides space for instructions directing the proxies named on the card to vote for, against, or abstain from ratifying that selection. Representatives of PricewaterhouseCoopers are not expected to be present at the Meeting but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence. REQUIRED VOTE The approval of this proposal requires the affirmative vote of a majority of a Trust's shares present and entitled to vote once a quorum has been reached. BOARD APPROVAL OF SELECTION OF PRICEWATERHOUSECOOPERS LLC Each Board recommends a vote "FOR" the selection of PricewaterhouseCoopers LLC as the independent registered public accounting firm for the Trusts. SHARE OWNERSHIP INFORMATION The table in Appendix F sets forth information about those shareholders who beneficially owned 5% or more of the outstanding shares of the Trusts as of the Record Date. PORTFOLIO TRANSACTIONS The Funds do not allocate portfolio brokerage on the basis of the sales of shares, although brokerage firms whose customers purchase shares of the Funds may participate in brokerage commissions. The Funds do not make portfolio transactions through affiliated brokers. OTHER BUSINESS The Board of Trustees knows of no other business to be brought before the Meeting. If other business should properly come before the Meeting, the proxy holders will vote thereupon in their discretion. Under the provisions of the Trusts' charter documents and applicable law, no annual meeting of shareholders is required, and the Trusts do not currently intend to hold such a meeting. Ordinarily, there will be no shareholder meeting unless required by the 1940 Act or otherwise. Shareholder proposals for inclusion in the proxy statement for any subsequent meeting must be received by the Trusts within a reasonable period of time prior to any such shareholder meeting. Shareholders collectively holding at least 10% of the outstanding shares of each Trust may request a shareholder meeting at any time for the purpose of voting to remove one or more of the Trustees. The Trusts will assist in communicating to other shareholders about such meeting. PLEASE VOTE BY LOGGING ON TO THE INTERNET AT HTTPS://VOTE.PROXY-DIRECT.COM OR BY TELEPHONE BY CALLING TOLL-FREE 1-866-241-6192 OR BY COMPLETING THE ENCLOSED PROXY CARD(S) AND RETURNING THE CARD(S) BY OCTOBER 31, 2006 IN THE ENCLOSED SELF-ADDRESSED, POSTAGE-PAID ENVELOPE. By order of the Board of Trustees /s/ Kevin J. Carr Kevin J. Carr, Esq. Secretary 32 APPENDIX A SHARES OF THE TRUSTS/FUNDS OUTSTANDING ON THE RECORD DATE
TRUST, Fund Class A Class B Class C Class X - ----------- ------- ------- ------- ------- PHOENIX ADVISER TRUST Phoenix Focused Value Fund 2,673,024.3160 -- 178,724.5150 -- Phoenix Foreign Opportunities Fund 7,350,062.9920 -- 532,469.3790 2,305,537.0940 PHOENIX ASSET TRUST Phoenix Rising Dividends Fund 629,037.4430 141,366.6370 128,706.9230 4,974,641.1110 Phoenix Small-Mid Cap Fund 1,615,142.6250 155,913.6990 577,447.8960 3,102,323.4020 PHOENIX CA TAX-EXEMPT BOND FUND 3,601,749.3340 5,768.7690 -- -- PHOENIX EQUITY SERIES FUND Phoenix Growth & Income Fund 10,651,526.1860 2,771,958.8550 3,812,272.3610 -- PHOENIX EQUITY TRUST Phoenix Mid-Cap Value Fund 9,219,464.0880 -- 4,694,034.7720 -- Phoenix Pathfinder Fund 361,289.0470 -- 16,957.9130 -- Phoenix Relative Value Fund 209,844.7100 -- 26,333.6750 -- Phoenix Total Value Fund 2,558,525.3580 -- 35,442.8030 -- Phoenix Worldwide Strategies Fund 10,330,486.1750 567,166.5070 182,384.8990 -- PHOENIX INSTITUTIONAL MUTUAL FUNDS Phoenix Institutional Bond Fund -- -- -- 2,790,630.3270 Phoenix Low Duration Core Plus Bond Fund -- -- -- 1,059,449.5880 PHOENIX INVESTMENT SERIES FUND Phoenix Global Utilities Fund 1,429,726.0280 -- 97,423.0520 -- Phoenix Income & Growth Fund 33,127,568.3790 980,096.3540 203,875.0760 --
A-1
TRUST, Fund Class A Class B Class C Class X - ----------- ------- ------- ------- ------- PHOENIX INVESTMENT TRUST 97 Phoenix Small-Cap Sustainable Growth Fund 10,226.9130 -- 10,000.0000 70,502.1850 Phoenix Quality Small-Cap Fund 10,000.0000 -- 13,780.0410 70,642.4030 Phoenix Small-Cap Value Fund 7,445,603.7600 1,823,787.6540 3,650,115.8900 -- Phoenix Value Equity Fund 1,872,077.8240 598,374.7340 613,533.1000 -- PHOENIX INVESTMENT TRUST 06 Phoenix All Cap Growth Fund 7,016,019.8400 569,537.9970 631,981.7700 -- Phoenix Nifty Fifty Fund 1,948,115.8770 348,441.3380 337,776.3650 -- Phoenix Small-Cap Growth Fund 4,262,148.9440 1,016,944.8890 675,658.3160 -- PHOENIX MULTI-PORTFOLIO FUND Phoenix Emerging Markets Bond Fund 2,940,210.1850 1,259,370.2640 168,256.1430 -- Phoenix International Strategies Fund 6,226,038.9990 547,104.9190 180,403.6610 -- Phoenix Real Estate Securities Fund 30,515,739.9790 1,965,244.1890 2,733,820.2700 -- PHOENIX MULTI-SERIES TRUST Phoenix High Yield Securities Fund 2,400,331.5090 -- 114,156.4200 -- Phoenix Multi-Sector Fixed Income Fund 10,580,620.9540 1,301,594.0520 1,547,389.2280 -- Phoenix Multi-Sector Short Term Bond Fund 212,225,544.0770 6,019,398.6900 45,937,512.1080 -- PHOENIX OPPORTUNITIES TRUST Phoenix Bond Fund 2,781,415.8520 577,504.5770 153,799.5700 6,161,358.0410 Phoenix Earnings Driven Growth Fund 882,153.5680 679,144.3070 491,589.5690 254,179.9780 Phoenix Growth Opportunities Fund 723,976.2640 -- 9,035.4200 -- PHOENIX PHOLIOs Phoenix Conservative Income PHOLIO 63,911.0460 -- 37,696.4050 -- Phoenix Diversifier PHOLIO 182,480.9240 -- 87,567.3300 -- Phoenix International PHOLIO 35,837.7410 -- 15,105.6200 -- Phoenix Wealth Accumulator PHOLIO 298,649.1430 -- 217,723.0880 --
A-2
TRUST, Fund Class A Class B Class C Class X - ----------- ------- ------- ------- ------- Phoenix Wealth Builder PHOLIO 4,377,057.6560 -- 6,291,191.7420 -- Phoenix Wealth Guardian PHOLIO 2,211,715.2760 -- 2,972,051.5220 -- Phoenix Wealth Preserver PHOLIO 113,399.6630 -- 25,301.3140 -- PHOENIX PORTFOLIOS Phoenix Market Neutral Fund 9,447,553.4750 442,411.9790 2,181,297.2340 -- PHOENIX SERIES FUND Phoenix Balanced Fund 63,851,841.0630 1,395,135.1950 5,088,707.6090 -- Phoenix Capital Growth Fund 32,541,541.8695 665,739.4730 -- -- Phoenix Core Bond Fund 8,346,170.8190 232,400.0680 160,848.3200 -- Phoenix High Yield Fund 27,437,469.8030 980,817.6370 260,426.0200 -- Phoenix Mid-Cap Growth Fund 8,152,924.2330 728,271.8390 36,637.6040 -- Phoenix Money Market Fund 99,903,275.5180 -- -- -- PHOENIX STRATEGIC EQUITY SERIES FUND Phoenix Dynamic Growth Fund 1,018,839.3240 -- 15,914.4770 -- Phoenix Fundamental Growth Fund 2,458,143.6240 -- 18,964.2180 -- Phoenix Strategic Growth Fund 10,239,187.7850 803,641.1590 145,794.2790 --
In addition, Phoenix Institutional Bond Fund series and Phoenix Low Duration Core Plus Bond Fund series of Phoenix Institutional Mutual Funds had 643,311.8850 and 527,969.6650 shares of Class Y outstanding, respectively; and Phoenix Multi-Sector Short Term Bond Fund series of Phoenix Multi-Series Trust had 34,755,726.2120 shares of Class T outstanding on the Record Date. A-3 APPENDIX B NOMINEE OWNERSHIP OF EQUITY SECURITIES OF THE TRUSTS/FUNDS
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN TRUSTS/FUNDS OVERSEEN DOLLAR RANGE OF EQUITY SECURITIES IN BY TRUSTEE/NOMINEE IN FAMILY OF NAME OF TRUSTEE/NOMINEE THE TRUST/FUND INVESTMENT COMPANIES ----------------------- -------------- -------------------- E. Virgil Conway PHOENIX SERIES FUND Over $100,000 Phoenix Capital Growth Fund $1-$10,000 PHOENIX MULTI-SERIES FUND Phoenix Multi-Sector Fixed Income Fund $50,001-$100,000 Harry Dalzell-Payne None None Daniel T. Geraci PHOENIX INVESTMENT TRUST 06 $10,001-$50,000 Phoenix Nifty Fifty Fund $1-$10,000 PHOENIX OPPORTUNITIES TRUST Phoenix Strategic Growth Fund $1-$10,000 PHOENIX SERIES FUND Phoenix Capital Growth Fund $1-$10,000 Francis E. Jeffries None None Leroy Keith, Jr. PHOENIX MULTI-SERIES FUND $10,001-$50,000 Phoenix Multi-Sector Short-Term Bond Fund $10,001-$50,000 Marilyn E. LaMarche None None Philip R. McLoughlin PHOENIX EQUITY SERIES FUND Over $100,000 Phoenix Growth & Income Fund Over $100,000
B-1
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN TRUSTS/FUNDS OVERSEEN DOLLAR RANGE OF EQUITY SECURITIES IN BY TRUSTEE/NOMINEE IN FAMILY OF NAME OF TRUSTEE/NOMINEE THE TRUST/FUND INVESTMENT COMPANIES ----------------------- -------------- -------------------- PHOENIX INVESTMENT TRUST 97 Phoenix Small Cap Value Fund $50,001-$100,000 Phoenix Value Equity Fund $10,001-$50,000 PHOENIX INVESTMENT TRUST 06 Phoenix All-Cap Growth Fund $10,001-$50,000 Phoenix Small-Cap Growth Fund $10,001-$50,000 PHOENIX MULTI-SERIES TRUST Phoenix Multi-Sector Short-Term Bond Fund Over $100,000 PHOENIX SERIES FUND Phoenix Capital Growth Fund $10,001-$50,000 Phoenix Money Market Fund Over $100,000 Geraldine M. McNamara PHOENIX EQUITY SERIES FUND Over $100,000 Phoenix Growth & Income Fund Over $100,000 PHOENIX SERIES FUND Phoenix Balanced Fund $50,001-$100,000 James M. Oates PHOENIX ADVISER TRUST Over $100,000 Phoenix Foreign Opportunities Fund $10,001-$50,000
B-2
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN TRUSTS/FUNDS OVERSEEN DOLLAR RANGE OF EQUITY SECURITIES IN BY TRUSTEE/NOMINEE IN FAMILY OF NAME OF TRUSTEE/NOMINEE THE TRUST/FUND INVESTMENT COMPANIES ----------------------- -------------- -------------------- PHOENIX ASSET TRUST Phoenix Rising Dividends Fund Phoenix Small-Mid Cap Fund $10,001-$50,000 PHOENIX EQUITY SERIES FUND Phoenix Growth & Income Fund $50,001-$100,000 PHOENIX EQUITY TRUST Phoenix Total Value Fund $50,001-$100,000 PHOENIX INVESTMENT TRUST 06 Phoenix Small-Cap Growth Fund $10,001-$50,000 PHOENIX MULTI-PORTFOLIO FUND Phoenix International Strategies Fund $10,001-$50,000 PHOENIX STRATEGIC EQUITY SERIES FUND Phoenix Dynamic Growth Fund Phoenix Fundamental Growth Fund $10,001-$50,000 Richard E. Segerson PHOENIX MULTI-SERIES TRUST Over $100,000 Phoenix Multi-Sector Short Term Bond Fund Over $100,000 Ferdinand L. J. Verdonck None None
B-3 APPENDIX C COMPENSATION OF THE TRUSTEES FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2005
E. Harry Francis Leroy Geraldine James Richard Marilyn Philip Ferdinand Virgil Dalzell- E. Keith, M. M. E. E. R. L.J. Conway Payne Jeffries Jr. McNamara(1) Oates Segerson LaMarche McLoughlin Verdonck ------------------------------------------------------------------------------------------------------------------ Phoenix Adviser Trust.......... $ 2,003.66 $ 1,892.68 $ 1,507.32 $ 1,400.73 $ 1,892.68 $ 1,768.29 $ 1,507.32 $1,276.34 $ 4,439.02 $ 1,400.73 Phoenix Asset Trust.......... 18,013.80 18,185.71 7.552.41 6,760.87 20,664.21 11,405.06 7,552.41 7,016.53 24,284.38 7,771.87 Phoenix CA Tax-Exempt Bond Fund...... 3,290.26 3,087.42 2,143.68 2,038.29 2,970.34 3,162.14 2,259.06 1,788.00 4,893.51 1,861.43 Phoenix Equity Series Fund.... 3,290.26 3,087.42 2,143.67 2,038.29 2,970.34 3,162.14 2,259.06 1,788.00 4,893.51 1,861.43 Phoenix Equity Trust.......... 8,305.52 7,824.85 5,487.35 5,171.59 7,590.69 7,824.28 5,718.12 4,520.99 12,787.01 4,817.87 Phoenix Institutional Mutual Funds... 5,210.36 4,920.78 3,497.01 3,162.67 4,803.70 4,869.53 3,612.40 2,917.67 8,358.44 3,085.04 Phoenix Investment Series Fund.... 6,124.64 5,783.88 4,191.19 3,900.44 5,646.57 5,824.28 4,306.58 3,479.84 9,787.01 3,722.87 Phoenix Investment Trust 97....... 6,580.52 6,174.85 4,287.34 4,076.59 5,940.69 6,324.28 4,518.12 3,575.99 9,787.01 3,722.87 Phoenix Investment Trust 06....... 7,680.39 7,333.44 5,413.35 4,894.41 7,333.44 6,829.53 5,413.35 4,518.71 13,859.73 4,894.41 Phoenix Multi-Portfolio Fund........... 13,161.04 12,349.69 8,574.71 8,153.18 11,881.37 12,648.57 9,036.24 7,151.98 19,574.02 7,445.74 Phoenix Multi-Series Trust.......... 7,155.52 6,724.85 4,687.35 4,441.59 6,490.69 6,824.28 4,918.12 3,890.99 10,787.01 4,087.87 Phoenix Opportunities Trust.......... 10,808.28 9,262.27 4,531.44 4,056.52 9,848.53 6,236.44 4,531.44 3,603.32 14,680.52 4,056.52 Phoenix PHOLIOs.. 8,305.52 7,824.85 5,487.34 5,171.59 7,590.69 7,824.28 5,718.12 4,520.99 12,787.01 4,817.87 Phoenix Portfolios..... 3,290.26 3,087.42 2,143.67 2,038.29 2,970.34 3,162.14 2,259.06 1,788.00 4,893.51 1,861.43 Phoenix Series Fund........... 39,483.12 20,184.85 14,014.91 13,388.21 17,822.06 20,821.36 14,822.59 10,727.97 29,361.03 12,150.19 Phoenix Strategic Equity Series Fund........... 7,730.52 7,274.85 5,087.34 4,806.59 7,040.69 7,324.28 5,318.12 4,205.99 11,787.01 4,452.87 TOTAL COMPENSATION FROM THE FUND COMPLEX(2)....... $201,433.68 $175,999.79 $134,750.09 $75,499.87 $174,457.01 $116,010.92 $83,750.12 $66,771.3 $232,959.71 $72,011.03 (1) Amounts shown includes $62,500 deferred pursuant to the Phoenix Funds' deferred compensation plan (2) There are a total of 69 open- and closed-end investment companies in the Phoenix Fund Complex.
The Trusts do not maintain pension or retirement plans. However, the Phoenix Funds have a deferred compensation plan. Each Trustee who is not currently employed by PIC, or any of its affiliates, is entitled to a consolidated fee schedule that applies across all funds in the Phoenix Fund Complex. This schedule consists of an annual retainer of $60,000 for Board members, $6,000 for Audit Committee members, $3,000 for Governance and Nominating Committee members and $6,000 for Executive and Compliance Committee members. Each Board member was entitled to a fee of $4,000 for each in person meeting and $2,000 for each telephonic meeting. Each Audit Committee member was entitled to $3,000 for each in person meeting and $1,500 for each telephonic meeting. Each Governance and Nominating Committee member was entitled to $2,500 for each meeting attended in person and $1,250 for each telephonic meeting. Each Executive and Compliance Committee member was entitled to $3,000 for each meeting attended in person and $1,500 for each telephonic meeting. The Chairperson of the Audit Committee receives an additional $6,000 retainer fee. The Chairperson of the Governance and Nominating Committee receives an additional $3,000 retainer fee. The foregoing fees do not include the reimbursement of expenses incurred in connection with meeting attendance. Officers and employees of PIC or an affiliate of PIC who are interested persons are compensated by PIC, or an affiliate of PIC, and receive no compensation from the Funds. C-1 APPENDIX D EXECUTIVE OFFICERS OF THE TRUSTS Unless otherwise noted, the information provided in the second column of the table below regarding the position held and length of time served applies to all of the Trusts. The address of each individual, unless otherwise noted, is 56 Prospect Street, Hartford, CT 06115-0480.
- ------------------------------------------------------------------------------------------------------------------------------------ POSITION WITH THE NAME, DATE OF BIRTH TRUSTS AND PRINCIPAL OCCUPATIONS DURING AND ADDRESS LENGTH OF TIME SERVED THE LAST FIVE YEARS - ------------------- ----------------------------------------------- -------------------------------------------------------------- Daniel T. Geraci President since 2004. Executive Vice President, Asset Management, The Phoenix DOB: 6/12/57 Companies, Inc. (2003-present). Director, Chairman, President President of Phoenix Adviser Trust since 2005. and Chief Executive Officer, Phoenix Investment Partners, Ltd. (2003-present). President, Phoenix Equity Planning President of Phoenix Investment Trust 06 since Corporation (2005-present). President, DPCM Holding, Inc. 2005. (2005-present). President, Capital West Asset Management, LLC (2005-present). Director and President, Phoenix Investment Counsel, Inc. (2003-present). Director, Pasadena Capital Corporation (2003-present). President, Euclid Advisers, LLC (2003-present). Director and Chairman, PXP Institutional Markets Group, Ltd. (2003-present). Director and President, Rutherford Financial Corporation (2003-present). Director, DPCM Holding, Inc. (2003-present). President, Phoenix Zweig Advisors, LLC (2003-present). Director and Chairman, Phoenix Equity Planning Corporation (2003-present). Director and Chairman, Duff & Phelps Investment Management Company (2003-present). Director, Capital West Asset Management, LLC (2003-present) Chief Executive Officer and President, The Zweig Fund, Inc and the Zweig Total Return Fund, Inc. (2004-present). President, the Phoenix Funds Family (2004-present). Chief Sales and Marketing Officer, Phoenix Equity Planning Corporation (2003-2005). President and Chief Executive Officer of North American investment operations, Pioneer Investment Management USA, Inc. (2001-2003). President of Private Wealth Management Group & Fidelity Brokerage Company, Fidelity Investments (1996-2001).
D-1
- ------------------------------------------------------------------------------------------------------------------------------------ POSITION WITH THE NAME, DATE OF BIRTH TRUSTS AND PRINCIPAL OCCUPATIONS DURING AND ADDRESS LENGTH OF TIME SERVED THE LAST FIVE YEARS - ------------------- ----------------------------------------------- -------------------------------------------------------------- George R. Aylward Executive Vice President since 2004. Senior Vice President and Chief Operating Officer, Asset DOB: 8/17/64 Trust 06 since 2005. Management, The Phoenix Companies, Inc. (2004-present). Executive Vice President and Chief Operating Officer, Phoenix Executive Vice President of Phoenix Investment Partners, Ltd. (2004-present). Vice President, Investment Trust 06 since 2005. Phoenix Life Insurance Company (2002-2004). Vice President, The Phoenix Companies, Inc. (2001-2004). Vice President, Executive Vice President of Phoenix Finance, Phoenix Investment Partners, Ltd. (2001-2002). Adviser Trust since 2005. Assistant Controller, Phoenix Investment Partners, Ltd. (1996-2001). Executive Vice President, certain funds within the Phoenix Fund Complex (2004-present). Francis G. Waltman Senior Vice President since 2004. Senior Vice President, Asset Management Product Development, DOB: 7/27/62 The Phoenix Companies, Inc. (since 2006). Senior Vice Senior Vice President of Phoenix Investment President, Asset Management Product Development, Phoenix Trust 06 since 2005. Investment Partners, Ltd. (2005-present). Senior Vice President and Chief Administrative Officer, Phoenix Investment Senior Vice President of Phoenix Adviser Trust Partners, Ltd., (2003-2004). Senior Vice President and Chief since 2005. Administrative Officer, Phoenix Equity Planning Corporation (1999-2003). Senior Vice President, certain funds within the Phoenix Funds Family (2004-present).
D-2
- ------------------------------------------------------------------------------------------------------------------------------------ POSITION WITH THE NAME, DATE OF BIRTH TRUSTS AND PRINCIPAL OCCUPATIONS DURING AND ADDRESS LENGTH OF TIME SERVED THE LAST FIVE YEARS - ------------------- ----------------------------------------------- -------------------------------------------------------------- Marc Baltuch Vice President and Chief Compliance Officer Chief Compliance Officer, Zweig-DiMenna Associates LLC Zweig-DiMenna since 2004. (1989-present); Vice President and Chief Compliance Officer, Associates, LLC certain Funds within the Phoenix Fund Complex (2004-present); 900 Third Ave. Vice President and Chief Compliance Officer of Vice President, The Zweig Total Return Fund, Inc. (2004- New York, NY 10022 Phoenix Adviser Trust since 2005. present); Vice President, The Zweig Fund, Inc.(2004-present); DOB: 9/23/45 President and Director of Watermark Securities, Inc. (1991- Vice President and Chief Compliance Officer of present); Assistant Secretary of Gotham Advisors Inc. Phoenix Investment Trust 06 since 2005. (1990-present); Secretary, Phoenix-Zweig Trust (1989-2003); Secretary, Phoenix Market Neutral Fund (1999-2002). Nancy G. Curtiss Senior Vice President since 2006. DOB: 11/24/52 Assistant Treasurer (2001-present), Vice President, Fund Accounting (1994-2000), Phoenix Equity Planning Corporation. Vice President, Phoenix Investment Partners, Ltd. (2003-present). Senior Vice President, the Phoenix Funds Family (since 2006). Vice President, The Phoenix Edge Series Fund (1994-present), Treasurer, The Zweig Fund Inc. and the Zweig Total Return Fund Inc. (2003-present). Chief Financial Officer (2005-2006) and Treasurer (1994-2006), or Assistant Treasurer (2005-2006), certain funds within the Phoenix Fund Complex. Kevin J. Carr Vice President, Chief Legal Officer, Counsel Vice President and Counsel, Phoenix Life Insurance Company Phoenix Life and Secretary since 2005. (2005-present). Vice President, Counsel, Chief Legal Officer Insurance Company and Secretary of certain funds within the Phoenix Fund Complex One American Row (2005-present). Compliance Officer of Investments and Counsel, Hartford, CT 06102 Travelers Life & Annuity Company (January 2005-May 2005). DOB: 8/30/54 Assistant General Counsel, The Hartford Financial Services Group (1999-2005). W. Patrick Bradley Chief Financial Officer and Treasurer since Second Vice President, Fund Administration, Phoenix Equity DOB: 3/2/72 2006 Planning Corporation (2004-present). Chief Financial Officer and Treasurer (2006-present) or Chief Financial Officer and Chief Financial Officer and Treasurer of Treasurer (2005-present), certain funds within the Phoenix Phoenix Asset Trust, Phoenix Opportunities Fund Family. Vice President, Chief Financial Officer, Trust and Phoenix Investment Trust 06 since Treasurer and Principal Accounting Officer, The Phoenix Edge 2005. Series Fund (since 2006). Assistant Treasurer, certain funds within the Phoenix Fund Complex (2004-2006). Senior Manager (2002-2004), Manager (2000-2002), Audit, Deloitte & Touche, LLP.
D-3 APPENDIX E SUBADVISERS OF THE FUNDS SUBADVISERS AFFILIATED WITH PIC - ------------------------------- Duff & Phelps Investment Management Co. ("Duff & Phelps") is subadviser to Phoenix Global Utilities Fund and Phoenix Real Estate Securities Fund and is located at 55 East Monroe Street, Chicago, Illinois 60603. Duff & Phelps is an indirect, wholly-owned subsidiary of Phoenix Investment Partners, Ltd. ("PXP). The Phoenix Companies, Inc. ("PNX") of Hartford, Connecticut is the sole shareholder of PXP. Engemann Asset Management ("EAM") is subadviser to Phoenix All-Cap Growth Fund, Phoenix Nifty Fifty Fund and Phoenix Small-Cap Growth Fund and is located at 600 North Rosemead Boulevard, Pasadena, California 91107. EAM is a wholly-owned subsidiary of Pasadena Capital Corporation, which is a wholly-owned subsidiary of PXP, which is an indirect, wholly-owned subsidiary of PNX. Euclid Advisors LLC ("Euclid") is subadviser to Phoenix Market Neutral Fund and Phoenix Small-Cap Value Fund and is located at 900 Third Avenue, New York, NY 10022. Euclid is a wholly-owned subsidiary of Phoenix/Zweig Advisers LLC, which is a wholly-owned subsidiary of PXP, which is an indirect, wholly-owned subsidiary of PNX. Kayne Anderson Rudnick Investment Management, LLC ("Kayne") is subadviser to Phoenix Quality Small-Cap Fund, Phoenix Rising Dividends Fund, Phoenix Small-Cap Sustainable Growth Fund and Phoenix Small Mid-Cap Fund and is located at 1800 Avenue of the Stars, Los Angeles, California 90067. Kayne is a wholly-owned subsidiary of PXP, which is an indirect, wholly-owned subsidiary of PNX. Seneca Capital Management LLC ("Seneca") is subadviser to Phoenix Bond Fund, Phoenix Earnings Driven Growth Fund, Phoenix High Yield Fund, Phoenix High Yield Securities Fund and Phoenix Strategic Growth Fund and is located at 909 Montgomery Street, San Francisco, California 94133. Seneca is a wholly-owned subsidiary of PXP, which is an indirect, wholly-owned subsidiary of PNX. SUBADVISERS UNAFFILIATED WITH PIC - --------------------------------- Acadian Asset Management, Inc. ("Acadian") is subadviser to Phoenix International Strategies Fund, Phoenix Pathfinder Fund, Phoenix Total Value Fund, Phoenix Value Equity Fund and Phoenix Worldwide Strategies Fund and is located at One Post Office Square, Boston, Massachusetts 02102. Acadian is a wholly-owned subsidiary of Old Mutual Asset Managers (US) LLC, which is wholly-owned by Old Mutual (US) Holdings, Inc. Old Mutual (US) Holdings, Inc. is wholly-owned by OM Group (UK) Limited. OM (UK) Limited is wholly-owned by Old Mutual PLC. Bennett Lawrence Management, LLC ("Bennett Lawrence") is subadviser to Phoenix Dynamic Growth Fund and is located at 757 Third Avenue, New York, New York 10017. CastleArk Management, LLC ("CastleArk") is subadviser to Phoenix Fundamental Growth Fund and is located at 1 North Wacker Drive, Chicago, Illinois 60606. Golden Capital Management, LLC ("Golden") is subadviser to Phoenix Relative Value Fund and Phoenix Total Value Fund and is located at Five Resource Square, 10715 David Taylor Drive, Charlotte, North Carolina 28262. Golden is majority-owned by its principals and employees and is a minority-owned subsidiary of Wachovia Corporation. E-1 Harris Investment Management, Inc. ("Harris") is subadviser to Phoenix Capital Growth Fund, Phoenix Mid-Cap Growth Fund and Phoenix Total Value Fund and is located at 190 South LaSalle, Street, P.O. Box 755, Chicago, Illinois 60690. Harris is a wholly-owned subsidiary of Harris Bankcorp, Inc. which is wholly-owned by Harris Financial Corp. Harris Financial Corp. is wholly-owned by Bank of Montreal, a publicly-traded Canadian banking institution. HSBC Halbis Partners (USA) Inc. ("HSBC") is subadviser to Phoenix Emerging Markets Bond Fund and is located at 452 Fifth Avenue, New York, NY 10018. HSBC is a wholly-owned subsidiary of Halbis Partners (UK) Limited, which is wholly-owned by HSBC Group Investment Business Limited. HSBC Investment Business Limited is wholly-owned by HSBC Investment Bank Holdings PLC, which is wholly-owned by HSBC Holdings PLC. New Star Institutional Managers Limited ("New Star") is subadviser to Phoenix International Strategies Fund and Phoenix Worldwise Strategies Fund is located at 1 Knightsbridge Green, London, United Kingdom SW1X7NE. New Star is wholly-owned by New Star Institutional Managers Holdings Limited, which is wholly-owned by New Star Asset Management Group Limited. Sasco Capital, Inc. ("Sasco") is subadviser to Phoenix Mid-Cap Value Fund and is located at 10 Sasco Hill Road, Fairfield, Connecticut 06824. Turner Investment Partners, Inc. ("Turner") is subadviser to Phoenix Growth Opportunities Fund and is located at 1205 Westlakes Drive, Suite 100, Berwyn, Pennsylvania 19312. Vontobel Asset Management ("Vontobel") is subadviser to Phoenix Focused Value Fund and Phoenix Foreign Opportunities Fund and is located at 450 Park Avenue, New York, New York 10022. Vontobel is a wholly-owned and controlled subsidiary of Vontobel Holding AG, a Swiss bank holding company, having its registered offices in Zurich, Switzerland. E-2 APPENDIX F SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF THE TRUSTS/FUNDS
- ---------------------------------------------------------------------------------------------------------------------------- NUMBER PERCENTAGE OF OF NAME OF SHAREHOLDER FUND SHARES SHARES - ------------------------------------------------ ------------------------------------------- --------------- --------------- A G EDWARDS & SONS INC CUST INCOME & GROWTH FUND-C 10,947.7440 5.37% FBO JAMES L EWING IRA R/O ACCOUNT P.O. BOX 15 TREGO WI 54888-0015 - ------------------------------------------------ ------------------------------------------- --------------- --------------- A G EDWARDS & SONS INC FBO CA TAX-EXEMPT BOND FUND-B 773.1700 13.40% STANLEY G JUE AND SONJA K JUE TTEE A/C XXXX-XX0328 ONE NORTH JEFFERSON ST LOUIS MO 63103 - ------------------------------------------------ ------------------------------------------- --------------- --------------- BANK J VONTOBEL AG FOCUSED VALUE FUND-A 410,808.4250 15.37% ATTN: SETTLEMENTS BAHNHOFSTRASSE #3 CH-8022 ZURICH SWITZERLAND 00000-0000 - ------------------------------------------------ ------------------------------------------- --------------- --------------- BEAR STEARNS SECURITIES CORP EARNINGS DRIVEN GROWTH FUND-X 12,771.9410 5.02% FBO XXX-XXX90-17 1 METROTECH CENTER NORTH BROOKLYN NY 11201-3870 - ------------------------------------------------ ------------------------------------------- --------------- --------------- BEAR STEARNS SECURITIES CORP. EARNINGS DRIVEN GROWTH FUND-X 13,006.6360 5.12% FBO XXX-XXX21-11 1 METROTECH CENTER NORTH BROOKLYN NY 11201-3870 - ------------------------------------------------ ------------------------------------------- --------------- --------------- BEAR STEARNS SECURITIES CORP. EARNINGS DRIVEN GROWTH FUND-X 15,335.4210 6.03% FBO XXX-XXX70-19 1 METROTECH CENTER NORTH BROOKLYN NY 11201-3870 - ------------------------------------------------ ------------------------------------------- --------------- --------------- BEAR STEARNS SECURITIES CORP. CA TAX-EXEMPT BOND FUND-B 2,824.8590 48.97% FBO XXX-XXX68-10 1 METROTECH CENTER NORTH BROOKLYN NY 11201-3870 - ------------------------------------------------ ------------------------------------------- --------------- --------------- BEAR STEARNS SECURITIES CORP. BOND FUND-C 17,664.0810 11.49% FBO XXX-XXX39-19 1 METROTECH CENTER NORTH BROOKLYN NY 11201-3870 - ------------------------------------------------ ------------------------------------------- --------------- --------------- BOARD OF TRUSTEES REFRIGERATION INSTITUTIONAL BOND FUND-X 178,769.6430 6.41% AIR CONDITIONING & SERVICE DIVISION (UA-NJ) PENSION FUND DTD 09/06/68 C/O I E SHAFFER & CO 830 BEAR TAVERN RD PO BOX 1028 WEST TRENTON NJ 08628-0230 - ------------------------------------------------ ------------------------------------------- --------------- --------------- CAROLANN CATALOGNE WEALTH GUARDIAN PHOLIO-A 110,951.6030 5.02% 60 MAHER LN NEWTOWN PA 18940-9687 - ------------------------------------------------ ------------------------------------------- --------------- --------------- CAROLYN TURNER TTEE GROWTH OPPORTUNITIES FUND-A 119,100.5880 16.45% ROBERT E TURNER JR TRUST 9 HORSESHOE LN PAOLI PA 19301-1909 - ----------------------------------------------------------------------------------------------------------------------------
F-1
- ---------------------------------------------------------------------------------------------------------------------------- NUMBER PERCENTAGE OF OF NAME OF SHAREHOLDER FUND SHARES SHARES - ------------------------------------------------ ------------------------------------------- --------------- --------------- CHARLES QUIMBY ELLIS BLANK TTEES INSTITUTIONAL BOND FUND-X 253,923.5960 9.10% RE-SOLVE SITE TR FUND C/O MINTZ LEVIN COHN FERRIS GLOVSKY & POPEO PC ATTN SUSAN DRENNAN 1 FINANCIAL CTR BOSTON MA 02111-2621 - ------------------------------------------------ ------------------------------------------- --------------- --------------- CHARLES SCHWAB & CO GROWTH OPPORTUNITIES FUND-A 168,990.2100 23.34% ATTN MUTUAL FUNDS / TEAM S 4500 CHERRY CREEK DR S FL 3 DENVER CO 80246 - ------------------------------------------------ ------------------------------------------- --------------- --------------- CHARLES SCHWAB & CO INC FOCUSED VALUE FUND-A 703,338.0960 26.31% EXCLUSIVE BENEFIT OF OUR CUSTOMERS FOREIGN OPPORTUNITIES FUND-A 2,099,568.6350 28.57% REINVEST ACCOUNT ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 - ------------------------------------------------ ------------------------------------------- --------------- --------------- CHARLES SCHWAB & CO INC BOND FUND-X 481,180.0760 7.81% REINVEST ACCOUNT EARNINGS DRIVEN GROWTH FUND-X 15,380.6000 6.05% ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 - ------------------------------------------------ ------------------------------------------- --------------- --------------- CHARLES SCHWAB & CO INC REAL ESTATE SECURITIES FUND-A 5,259,568.9130 17.24% SPECIAL CUSTODY ACCT FOR THE BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 - ------------------------------------------------ ------------------------------------------- --------------- --------------- CHARLES SCHWAB & CO INC RISING DIVIDENDS FUND-A 404,572.7170 64.32% SPECIAL CUSTODY ACCT FOR THE SMALL-MID CAP FUND-A 401,325.2850 24.85% EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 - ------------------------------------------------ ------------------------------------------- --------------- --------------- CITIGROUP GLOBAL MARKETS INC ALL-CAP GROWTH FUND-A 355,079.7560 5.06% HOUSE ACCOUNT BALANCED FUND-B 71,774.5580 5.14% XXXXXXX1250 BALANCED FUND-C 332,117.5160 6.53% ATTN PETER BOOTH 7TH FLOOR CA TAX-EXEMPT BOND FUND-A 221,756.7880 6.16% 333 W 34TH ST CA TAX-EXEMPT BOND FUND-B 409.8870 7.11% NEW YORK NY 10001-2402 INCOME & GROWTH FUND-A 2,065,332.9700 6.23% INCOME & GROWTH FUND-B 52,451.8270 5.35% INTERNATIONAL STRATEGIES FUND-C 33,588.4170 18.62% MID-CAP VALUE FUND-C 571,961.2650 12.18% MULTI-SEC SHORT TERM BOND FUND-B 563,402.4830 9.36% MULTI-SEC SHORT TERM BOND FUND-T 5,307,879.6290 15.27% MULTI-SECTOR FIXED INCOME FUND-A 593,501.8040 5.61% MULTI-SECTOR FIXED INCOME FUND-C 157,940.0520 10.21% REAL ESTATE SECURITIES FUND-B 215,575.7260 10.97% REAL ESTATE SECURITIES FUND-C 576,726.0360 21.10% RISING DIVIDENDS FUND-A 37,512.9520 5.96% RISING DIVIDENDS FUND-B 13,021.6100 9.21% RISING DIVIDENDS FUND-C 10,112.4590 7.86% SMALL-CAP VALUE FUND-C 308,428.1130 8.45% SMALL-MID CAP FUND-B 40,914.9150 26.24% SMALL-MID CAP FUND-C 203,662.9370 35.27% VALUE EQUITY FUND-C 41,529.6660 6.77% - ----------------------------------------------------------------------------------------------------------------------------
F-2
- ---------------------------------------------------------------------------------------------------------------------------- NUMBER PERCENTAGE OF OF NAME OF SHAREHOLDER FUND SHARES SHARES - ------------------------------------------------ ------------------------------------------- --------------- --------------- DEAN WITTER REYNOLDS INC CUST CA TAX-EXEMPT BOND FUND-B 410.1040 7.11% HAROLD V BAHRKE & CAROL M BAHRKE PO BOX 250 CHURCH ST STA NEW YORK NY 10008-0250 - ------------------------------------------------ ------------------------------------------- --------------- --------------- DELAWARE CHARTER GUAR & TR CO CUST HIGH YIELD FUND-B 56,965.6940 5.81% FBO JOHN LENCIONI IRA R/O 2030 OSCAR AVE BAKERSFIELD CA 93304-5635 - ------------------------------------------------ ------------------------------------------- --------------- --------------- ELIZABETH A HALL CORE BOND FUND-C 11,001.0030 6.84% 2235 NE DOUGLAS NEWPORT OR 97365-1841 - ------------------------------------------------ ------------------------------------------- --------------- --------------- EMJAY CORPORATION TTEE INSTITUTIONAL BOND FUND-X 175,377.4710 6.28% PLANS OF RPSA CUSTOMERS C/O GREAT WEST 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 - ------------------------------------------------ ------------------------------------------- --------------- --------------- FIRST CLEARING CORPORATION PATHFINDER FUND-C 3,611.5040 21.30% A/C XXXX-3442 FCC AS CUSTODIAN 45 FRANCOVICH COURT RENO NV 89509-7920 - ------------------------------------------------ ------------------------------------------- --------------- --------------- FIRST CLEARING, LLC EMERGING MARKETS BOND FUND-C 9,121.3530 5.42% A/C XXXX-6928 BERTRAM BACHMAN R/O IRA FCC AS CUSTODIAN 39 FAIRFIELD RD WEST HARTFORD CT 06117-1902 - ------------------------------------------------ ------------------------------------------- --------------- --------------- FIRST CLEARING, LLC INTERNATIONAL PHOLIO-A 2,874.1140 8.02% A/C XXXX-2789 DANIEL S LAMPE & CHRISTIE L LAMPE JT TEN 7 OAKSHIRE DR W GLEN CARBON IL 62034-8514 - ------------------------------------------------ ------------------------------------------- --------------- --------------- FIRST CLEARING, LLC MID-CAP GROWTH FUND-C 1,932.5620 5.27% A/C XXXX-0230 DIANE LAHTI & WILLIAM LAHTI JT TEN 8912 OXBRIDGE CT RALEIGH NC 27613-1377 - ------------------------------------------------ ------------------------------------------- --------------- --------------- FIRST CLEARING, LLC QUALITY SMALL-CAP FUND-C 1,978.2390 14.36% A/C XXXX-2498 GLORIANA G SPRINGER IRREVOCABLE TRUST 1906 BURKEWOOD DRIVE SIDNEY OH 45365-1974 - ------------------------------------------------ ------------------------------------------- --------------- --------------- FIRST CLEARING, LLC BOND FUND-C 8,321.0840 5.41% A/C XXXX-4224 JOHN F HUBBLE IRA FCC AS CUSTODIAN RR 2 BOX 2724 BETHEL VT 05032-9732 - ----------------------------------------------------------------------------------------------------------------------------
F-3
- ---------------------------------------------------------------------------------------------------------------------------- NUMBER PERCENTAGE OF OF NAME OF SHAREHOLDER FUND SHARES SHARES - ------------------------------------------------ ------------------------------------------- --------------- --------------- FIRST CLEARING, LLC QUALITY SMALL-CAP FUND-C 1,801.8020 13.08% A/C XXXX-6157 MARIA L JOFFEE CUST AMANDA LEIRA JOFFEE 12990 ARCH CREEK TER NORTH MIAMI FL 33181-2210 - ------------------------------------------------ ------------------------------------------- --------------- --------------- FIRST REPUBLIC BANK EARNINGS DRIVEN GROWTH FUND-X 21,423.3970 8.43% D/B/A FIRST REPUBLIC TRUST CO 111 PINE ST SAN FRANCISCO CA 94111-5602 - ------------------------------------------------ ------------------------------------------- --------------- --------------- FIRST UNION NATIONAL BANK INVST INSTITUTIONAL BOND FUND-X 176,392.8060 6.32% COUNSEL FOR PLUMBERS LOCAL 690 A/C#XXXXXX1698 CMG NC1151 1525 WEST WT HARRIS BLVD. CHARLOTTE NC 28262-8522 - ------------------------------------------------ ------------------------------------------- --------------- --------------- GLENN D SHAFFER TTEE INSTITUTIONAL BOND FUND-X 184,034.2030 6.59% PLUMBERS & PIPEFITTERS LOCAL UNION NO 9 PENSION FUND I E SHAFFER & CO PO BOX 1028 830 BEAR TAVERN RD WEST TRENTON NJ 08628-0230 - ------------------------------------------------ ------------------------------------------- --------------- --------------- GLENN D SHAFFER TTEE INSTITUTIONAL BOND FUND-X 186,370.0910 6.68% PLUMBERS LOCAL NO 24 PENSION PLAN C/O IE SHAFFER & CO 830 BEAR TAVERN RD WEST TRENTON NJ 08628-1020 - ------------------------------------------------ ------------------------------------------- --------------- --------------- JACK RYAN BATOR WEALTH ACCUMULATOR PHOLIO-C 10,951.6290 5.03% 176 OLD ORCHARD RD BRISTOL CT 06010-9472 - ------------------------------------------------ ------------------------------------------- --------------- --------------- JOHN F MCLELLAN TTEE INSTITUTIONAL BOND FUND-X 966,965.8440 34.65% PLYMOUTH COUNTY CONTRIBUTORY RETIREMENT SYSTEM 10 CORDAGE PARK CIR STE 234 PLYMOUTH MA 02360-7318 - ------------------------------------------------ ------------------------------------------- --------------- --------------- JP MORGAN CHASE BANK, N.A. FBO BOND FUND-X 867,018.1530 14.07% XXXXX3207 FOREIGN OPPORTUNITIES FUND-X 596,111.6910 25.86% 500 STANTON CHRISTIANA ROAD RISING DIVIDENDS FUND-X 563,990.1460 11.34% NEWARK DE 19713-2107 SMALL-MID CAP FUND-X 180,791.3960 5.83% - ------------------------------------------------ ------------------------------------------- --------------- --------------- KATHLEEN O'REILLY GROWTH OPPORTUNITIES FUND-C 610.8200 6.76% 400 NORTH MAIN ST UNIT 26 MANCHESTER CT 06040 - ------------------------------------------------ ------------------------------------------- --------------- --------------- LOUIS N TERZO HIGH YIELD FUND-C 15,266.6800 5.86% JOAN D TERZO JT WROS 148 KENNEDY RD MANCHESTER CT 06042-2233 - ------------------------------------------------ ------------------------------------------- --------------- --------------- LPL FINANCIAL SERVICES INCOME & GROWTH FUND-C 14,801.2690 7.26% A/C XXXX-5985 9785 TOWNE CENTRE DRIVE SAN DIEGO CA 92121-1968 - ------------------------------------------------ ------------------------------------------- --------------- --------------- LPL FINANCIAL SERVICES VALUE EQUITY FUND-A 137,602.7620 7.35% A/C XXXX-9268 9785 TOWNE CENTRE DRIVE SAN DIEGO CA 92121-1968 - ----------------------------------------------------------------------------------------------------------------------------
F-4
- ---------------------------------------------------------------------------------------------------------------------------- NUMBER PERCENTAGE OF OF NAME OF SHAREHOLDER FUND SHARES SHARES - ------------------------------------------------ ------------------------------------------- --------------- --------------- LPL FINANCIAL SERVICES EMERGING MARKETS BOND FUND-C 11,552.7930 6.87% A/C XXXX-5548 9785 TOWNE CENTRE DRIVE SAN DIEGO CA 92121-1968 - ------------------------------------------------ ------------------------------------------- --------------- --------------- LPL FINANCIAL SERVICES FUNDAMENTAL GROWTH-C 3,993.0090 21.06% A/C XXXX-8990 9785 TOWNE CENTRE DRIVE SAN DIEGO CA 92121-1968 - ------------------------------------------------ ------------------------------------------- --------------- --------------- MARY E PACE TOD CONSERVATIVE INCOME PHOLIO-A 4,350.9070 6.81% 192 PHILLIPS RD GLENBURN ME 04401-1007 - ------------------------------------------------ ------------------------------------------- --------------- --------------- MERRILL LYNCH PIERCE FENNER & SMALL-CAP GROWTH FUND-C 186,645.7390 27.62% SMITH INC TRADE HOUSE ACCOUNT ATTN BOOK ENTRY 4801 DEER LAKE DR E JACKSONVILLE FL 32246-6485 - ------------------------------------------------ ------------------------------------------- --------------- --------------- MLPF&S FOR THE SOLE ALL-CAP GROWTH FUND-A 2,194,887.6280 31.28% BENEFIT OF ITS CUSTOMERS ALL-CAP GROWTH FUND-B 107,608.3260 18.89% ATTN FUND ADMINISTRATION ALL-CAP GROWTH FUND-C 278,077.6670 44.00% 4800 DEER LAKE DR E 3RD FL BALANCED FUND-B 165,036.3600 11.83% JACKSONVILLE FL 32246-6484 BALANCED FUND-C 803,579.9020 15.79% BOND FUND-B 200,273.7590 34.68% BOND FUND-C 15,145.7720 9.85% CONSERVATIVE INCOME PHOLIO-C 11,588.4690 30.74% CORE BOND FUND-B 32,070.1360 13.80% CORE BOND FUND-C 50,887.6220 31.64% DIVERSIFIER PHOLIO-A 33,361.2370 18.28% DIVERSIFIER PHOLIO-C 40,453.1950 46.20% DYNAMIC GROWTH FUND-C 4,896.9690 30.77% EARNINGS DRIVEN GROWTH FUND-A 166,084.0610 18.83% EARNINGS DRIVEN GROWTH FUND-B 238,762.8870 35.16% EARNINGS DRIVEN GROWTH FUND-C 231,986.0690 47.19% EMERGING MARKETS BOND FUND-A 192,222.4370 6.54% EMERGING MARKETS BOND FUND-B 82,746.6620 6.57% FOREIGN OPPORTUNITIES FUND-C 251,507.9670 47.23% FUNDAMENTAL GROWTH-C 2,912.1220 15.36% GLOBAL UTILITIES FUND-C 27,151.2830 27.87% GROWTH & INCOME FUND-B 262,200.3780 9.46% GROWTH & INCOME FUND-C 469,511.3730 12.32% GROWTH OPPORTUNITIES FUND-A 45,274.6510 6.25% HIGH YIELD FUND-B 76,404.8840 7.79% HIGH YIELD FUND-C 69,699.0920 26.76% HIGH YIELD SECURITIES FUND-C 8,940.9730 7.83% INCOME & GROWTH FUND-C 10,605.8100 5.20% INTERNATIONAL PHOLIO-C 934.4420 6.19% INTERNATIONAL STRATEGIES FUND-A 315,906.0200 5.07% MID-CAP GROWTH FUND-B 41,643.3650 5.72% MID-CAP GROWTH FUND-C 2,950.4580 8.05% MID-CAP VALUE FUND-A 826,869.7870 8.97% MID-CAP VALUE FUND-C 1,518,611.3000 32.35% MULTI-SEC SHORT TERM BOND FUND-A 25,869,421.6850 12.19% MULTI-SEC SHORT TERM BOND FUND-B 1,786,271.4840 29.68% MULTI-SEC SHORT TERM BOND FUND-C 4,344,772.1330 9.46% MULTI-SEC SHORT TERM BOND FUND-T 21,210,750.8850 61.03% MULTI-SECTOR FIXED INCOME FUND-A 929,659.9290 8.79% MULTI-SECTOR FIXED INCOME FUND-B 182,058.0080 13.99% MULTI-SECTOR FIXED INCOME FUND-C 503,820.2300 32.56% NIFTY FIFTY FUND-A 604,846.0300 31.05% NIFTY FIFTY FUND-B 65,169.9590 18.70% NIFTY FIFTY FUND-C 165,568.8210 49.02% - ----------------------------------------------------------------------------------------------------------------------------
F-5
- ---------------------------------------------------------------------------------------------------------------------------- NUMBER PERCENTAGE OF OF NAME OF SHAREHOLDER FUND SHARES SHARES - ------------------------------------------------ ------------------------------------------- --------------- --------------- REAL ESTATE SECURITIES FUND-A 3,852,723.7540 12.63% REAL ESTATE SECURITIES FUND-B 470,172.8970 23.92% REAL ESTATE SECURITIES FUND-C 585,646.1090 21.42% RELATIVE VALUE FUND-C 13,267.1670 50.38% RISING DIVIDENDS FUND-B 54,785.4130 38.75% RISING DIVIDENDS FUND-C 9,648.7650 7.50% SMALL-CAP GROWTH FUND-A 566,662.2190 13.30% SMALL-CAP GROWTH FUND-B 170,889.2240 16.80% SMALL-CAP VALUE FUND-B 199,367.5580 10.93% SMALL-CAP VALUE FUND-C 423,911.1500 11.61% SMALL-MID CAP FUND-A 177,871.8100 11.01% SMALL-MID CAP FUND-B 20,784.4500 13.33% SMALL-MID CAP FUND-C 165,328.0690 28.63% STRATEGIC GROWTH FUND-C 11,051.0610 7.58% VALUE EQUITY FUND-B 48,805.4610 8.16% VALUE EQUITY FUND-C 72,955.7270 11.89% WEALTH ACCUMULATOR PHOLIO-A 59,314.6360 19.86% WEALTH ACCUMULATOR PHOLIO-C 106,466.2790 48.90% WEALTH BUILDER PHOLIO-A 1,104,250.4000 25.23% WEALTH BUILDER PHOLIO-C 3,787,835.8270 60.21% WEALTH GUARDIAN PHOLIO-A 444,969.7720 20.12% WEALTH GUARDIAN PHOLIO-C 1,947,326.5390 65.52% WEALTH PRESERVER PHOLIO-C 10,325.9050 40.81% WORLDWIDE STRATEGIES FUND-B 36,430.3260 6.42% WORLDWIDE STRATEGIES FUND-C 27,122.9210 14.87% - ------------------------------------------------ ------------------------------------------- --------------- --------------- MLPF&S FOR THE SOLE MARKET NEUTRAL FUND-B 130,606.5510 29.52% BENEFIT OF ITS CUSTOMERS MARKET NEUTRAL FUND-C 501,595.4070 23.00% ATTN FUND ADMINISTRATION 975Y4 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 - ------------------------------------------------ ------------------------------------------- --------------- --------------- MYRTLE B QUIER STRATEGIC GROWTH FUND-B 42,181.9010 5.25% 1416 ALSACE RD READING PA 19604-1873 - ------------------------------------------------ ------------------------------------------- --------------- --------------- NFS LLC FEBO CORE BOND FUND-C 20,040.5390 12.46% FMTC TTEE TPMG SAVINGS PLANS FBO ANNIE A WICKHAM 9976 STONE OAK WAY ELK GROVE CA 95624-2670 - ------------------------------------------------ ------------------------------------------- --------------- --------------- NFS LLC FEBO CONSERVATIVE INCOME PHOLIO-C 2,030.4570 5.39% NFS/FMTC IRA FBO DAVID E MILLER 32 CORTLAND LN LYNNFIELD MA 01940-1626 - ------------------------------------------------ ------------------------------------------- --------------- --------------- NFS LLC FEBO DONNA K SEFTON TTEE RISING DIVIDENDS FUND-X 263,084.5760 5.29% DONNA K SEFTON TRUST U/A 06/14/83 2550 5TH AVE STE 808 SAN DIEGO CA 92103-6624 - ------------------------------------------------ ------------------------------------------- --------------- --------------- NFS LLC FEBO QUALITY SMALL-CAP FUND-X 10,703.3640 15.15% GERALD D MYERS GERALD D MYERS U/A 11/05/1985 1520 ALDERCREEK PL WESTLAKE VILLAGE CA 91362-4211 - ----------------------------------------------------------------------------------------------------------------------------
F-6
- ---------------------------------------------------------------------------------------------------------------------------- NUMBER PERCENTAGE OF OF NAME OF SHAREHOLDER FUND SHARES SHARES - ------------------------------------------------ ------------------------------------------- --------------- --------------- NFS LLC FEBO QUALITY SMALL-CAP FUND-X 8,409.7860 11.90% FMT CO CUST IRA ROLLOVER FBO GERALD D MYERS 1520 ALDERCREEK PL WESTLAKE VILLAGE CA 91362-4211 - ------------------------------------------------ ------------------------------------------- --------------- --------------- NFS LLC FEBO GLOBAL UTILITIES FUND-C 5,002.0390 5.13% GRACE A MASCIARELLI TTEE THE GRACE A MASCIARELLI SURVIVORS TR, U/A 7/8/04 3455 BLANDFORD WAY DAVIDSONVILLE MD 21035-2443 - ------------------------------------------------ ------------------------------------------- --------------- --------------- NFS LLC FEBO FOREIGN OPPORTUNITIES FUND-X 143,294.2440 6.22% HARLEY K SEFTON TTEE RISING DIVIDENDS FUND-X 454,343.3690 9.13% DONNA K SEFTON IRREV TRUST U/A 04/29/93 2550 5TH AVE STE 808 SAN DIEGO CA 92103-6624 - ------------------------------------------------ ------------------------------------------- --------------- --------------- NFS LLC FEBO QUALITY SMALL-CAP FUND-X 7,485.0300 10.60% HARLEY K SEFTON TTEE SMALL-CAP SUSTAINABLE GROWTH FD-X 7,796.2580 11.06% HARLEY K SEFTON TRUST U/A 04/13/90 2550 5TH AVE STE 808 SAN DIEGO CA 92103-6624 - ------------------------------------------------ ------------------------------------------- --------------- --------------- NFS LLC FEBO SMALL-CAP SUSTAINABLE GROWTH FD-X 10,526.3160 14.93% JOHN R URABEC JOHN URABEC E S RUSSELL TTEE U/A 07/23/2004 238 QUINCY AVE LONG BEACH CA 90803-1633 - ------------------------------------------------ ------------------------------------------- --------------- --------------- NFS LLC FEBO PATHFINDER FUND-A 26,239.8560 7.26% FMT CO CUST IRA ROLLOVER FBO RICHARD A POWELL 113 PROSPECT AVE SAUSALITO CA 94965-2332 - ------------------------------------------------ ------------------------------------------- --------------- --------------- NFS LLC FEBO GLOBAL UTILITIES FUND-C 5,917.1600 6.07% NFS/FMTC IRA FBO ROBERT W EVANS 170 TAM GLADE SEVERNA PARK MD 21146-1528 - ------------------------------------------------ ------------------------------------------- --------------- --------------- NFS LLC FEBO QUALITY SMALL-CAP FUND-X 5,511.0220 7.80% DR RUSSELL KLEIN SMALL-CAP SUSTAINABLE GROWTH FD-X 5,699.4820 8.08% DR RUSSELL KLEIN TTEE U/A 03/15/2005 16101 VENTURA BLVD STE 340 ENCINO CA 91436-2516 - ------------------------------------------------ ------------------------------------------- --------------- --------------- NFS LLC FEBO QUALITY SMALL-CAP FUND-X 16,332.6650 23.12% THE CHILDREN'S BURN FOUNDATION SMALL-CAP SUSTAINABLE GROWTH FD-X 16,891.1920 23.96% 5000 VAN NUYS BOULEVARD SUITE 300 SHERMAN OAKS CA 91403-1784 - ------------------------------------------------ ------------------------------------------- --------------- --------------- NFS LLC FEBO BOND FUND-X 418,761.5070 6.80% FIIOC AS AGENT FOR RISING DIVIDENDS FUND-X 299,544.6170 6.02% QUALIFIED EMPLOYEE BENEFIT VALUE EQUITY FUND-A 167,033.2540 8.92% PLANS (401K) FINOPS-IC FUNDS 100 MAGELLAN WAY KW1C COVINGTON KY 41015-1987 - ----------------------------------------------------------------------------------------------------------------------------
F-7
- ---------------------------------------------------------------------------------------------------------------------------- NUMBER PERCENTAGE OF OF NAME OF SHAREHOLDER FUND SHARES SHARES - ------------------------------------------------ ------------------------------------------- --------------- --------------- PERSHING LLC FOCUSED VALUE FUND-C 11,055.9780 6.19% P.O. BOX 2052 HIGH YIELD FUND-C 13,558.7270 5.21% JERSEY CITY NJ 07303-2052 INCOME & GROWTH FUND-C 10,547.1350 5.17% PATHFINDER FUND-C 1,991.0250 11.74% RELATIVE VALUE FUND-C 2,865.3300 10.88% RISING DIVIDENDS FUND-C 20,581.0590 15.99% RISING DIVIDENDS FUND-C 13,428.0760 10.43% RISING DIVIDENDS FUND-C 6,884.5420 5.35% SMALL-MID CAP FUND-C 29,531.7330 5.11% - ------------------------------------------------ ------------------------------------------- --------------- --------------- PETER A EVANOFSKI INTERNATIONAL PHOLIO-A 2,794.6460 7.80% TAMARA EVANOFSKI JT WROS 135 BRADER DR WILKES BARRE PA 18705-3704 - ------------------------------------------------ ------------------------------------------- --------------- --------------- PHOENIX EQUITY PLANNING CORP CONSERVATIVE INCOME PHOLIO-A 10,328.8540 16.16% ATTN CORP ACCOUNTING CONSERVATIVE INCOME PHOLIO-C 10,265.1050 27.23% 56 PROSPECT ST CORE BOND FUND-C 15,683.9890 9.75% HARTFORD CT 06103-2818 DIVERSIFIER PHOLIO-A 10,039.9600 5.50% DIVERSIFIER PHOLIO-C 10,033.9660 11.46% GROWTH OPPORTUNITIES FUND-C 8,424.6000 93.24% INCOME & GROWTH FUND-C 12,954.6630 6.35% INTERNATIONAL PHOLIO-A 10,092.8850 28.16% INTERNATIONAL PHOLIO-C 10,086.9570 66.78% INTERNATIONAL STRATEGIES FUND-C 10,657.3910 5.91% MID-CAP GROWTH FUND-C 5,133.4700 14.01% QUALITY SMALL-CAP FUND-A 10,000.0000 100.00% QUALITY SMALL-CAP FUND-C 10,000.0000 72.57% QUALITY SMALL-CAP FUND-X 10,000.0000 14.16% RISING DIVIDENDS FUND-B 7,441.7110 5.26% RISING DIVIDENDS FUND-C 7,437.0960 5.78% SMALL-CAP SUSTAINABLE GROWTH FD-A 10,000.0000 97.78% SMALL-CAP SUSTAINABLE GROWTH FD-C 10,000.0000 100.00% SMALL-CAP SUSTAINABLE GROWTH FD-X 10,000.0000 14.18% WEALTH PRESERVER PHOLIO-A 10,252.3310 9.04% WEALTH PRESERVER PHOLIO-C 10,181.7000 40.24% - ------------------------------------------------ ------------------------------------------- --------------- --------------- PHOENIX LIFE INSURANCE COMPANY DYNAMIC GROWTH FUND-A 190,000.0000 18.65% C/O MATTHEW PAGLIARO DYNAMIC GROWTH FUND-C 10,000.0000 62.84% ONE AMERICAN ROW 3RD FL FUNDAMENTAL GROWTH-A 190,000.0000 7.73% HARTFORD CT 06103-2833 FUNDAMENTAL GROWTH-C 10,000.0000 52.73% GLOBAL UTILITIES FUND-A 520,120.5290 36.38% GLOBAL UTILITIES FUND-C 10,414.6150 10.69% HIGH YIELD SECURITIES FUND-A 1,484,043.5050 61.83% HIGH YIELD SECURITIES FUND-C 105,215.4470 92.17% LOW-DURATION CORE PLUS BOND FUND-X 1,059,449.5880 100.00% LOW-DURATION CORE PLUS BOND FUND-Y 527,969.6650 100.00% PATHFINDER FUND-A 190,689.2160 52.78% PATHFINDER FUND-C 10,004.9020 59.00% RELATIVE VALUE FUND-A 190,186.8240 90.63% RELATIVE VALUE FUND-C 10,000.0000 37.97% TOTAL VALUE FUND-A 571,595.5600 22.34% TOTAL VALUE FUND-C 30,000.0000 84.64% - ------------------------------------------------ ------------------------------------------- --------------- --------------- PHOENIX WEALTH BUILDER PHOLIO BOND FUND-A 964,255.3360 34.67% ATTN CHRIS WILKOS DYNAMIC GROWTH FUND-A 474,475.4500 46.57% SHAREHOLDER SERVICES DEPT FOREIGN OPPORTUNITIES FUND-A 378,040.4950 5.14% C/O PHOENIX EQUITY PLANNING FUNDAMENTAL GROWTH-A 1,311,860.4190 53.37% 101 MUNSON ST GROWTH & INCOME FUND-A 897,180.5190 8.42% GREENFIELD MA 01301-9684 GLOBAL UTILITIES FUND-A 473,342.1500 33.11% HIGH YIELD SECURITIES FUND-A 253,954.1960 10.58% INSTITUTIONAL BOND FUND-Y 320,373.7270 49.80% INTERNATIONAL STRATEGIES FUND-A 1,081,025.6100 17.36% MARKET NEUTRAL FUND-A 715,088.5610 7.57% TOTAL VALUE FUND-A 1,323,772.6970 51.74% - ----------------------------------------------------------------------------------------------------------------------------
F-8
- ---------------------------------------------------------------------------------------------------------------------------- NUMBER PERCENTAGE OF OF NAME OF SHAREHOLDER FUND SHARES SHARES - ------------------------------------------------ ------------------------------------------- --------------- --------------- PHOENIX WEALTH GUARDIAN PHOLIO BOND FUND-A 906,441.0040 32.59% ATTN CHRIS WILKOS DYNAMIC GROWTH FUND-A 171,825.7120 16.86% SHAREHOLDER SERVICES DEPT FUNDAMENTAL GROWTH-A 506,842.2160 20.62% C/O PHOENIX EQUITY PLANNING GLOBAL UTILITIES FUND-A 110,687.5060 7.74% 101 MUNSON ST HIGH YIELD SECURITIES FUND-A 235,964.0570 9.83% GREENFIELD MA 01301-9684 INSTITUTIONAL BOND FUND-Y 301,147.0350 46.81% INTERNATIONAL STRATEGIES FUND-A 385,538.8770 6.19% TOTAL VALUE FUND-A 510,384.6170 19.95% - ------------------------------------------------ ------------------------------------------- --------------- --------------- POLLY GOODMAN WEALTH PRESERVER PHOLIO-A 7,541.1000 6.65% 1 OAK CREEK RIDGE DR LONGVIEW TX 75605-1629 - ------------------------------------------------ ------------------------------------------- --------------- --------------- PRUDENTIAL INVESTMENT MGMT SERVICE EARNINGS DRIVEN GROWTH FUND-A 97,053.3080 11.00% FBO MUTUAL FUND CLIENTS PRUCHOICE UNIT/MAILSTOP NJ 05-11-20 100 MULBERRY ST 3 GATEWAY CENTER FL 11 NEWARK NJ 07102-4000 - ------------------------------------------------ ------------------------------------------- --------------- --------------- R RENEE PARENTI ADMIN INSTITUTIONAL BOND FUND-X 229,620.2460 8.23% ASBESTOS WORKERS LOCAL 24 PENSION PLAN C/O CARDAY ASSOCIATES 4600 POWDER MILL RD STE 100 BELTSVILLE MD 20705-2647 - ------------------------------------------------ ------------------------------------------- --------------- --------------- RALPH C ELWOOD MID-CAP GROWTH FUND-C 3,645.8330 9.95% 600 QUEEN ELIZABETH DRIVEWAY OTTAWA ONTARIO CANADA K15 3N5 - ------------------------------------------------ ------------------------------------------- --------------- --------------- RAYMOND JAMES & ASSOC INC FOCUSED VALUE FUND-C 29,279.9280 16.38% FBO RAFFO ANTHONY J BIN# XXXX8600 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 - ------------------------------------------------ ------------------------------------------- --------------- --------------- RAYMOND JAMES & ASSOC INC FOCUSED VALUE FUND-C 9,306.9530 5.21% FBO SIMPSON IRA BIN# XXXX6280 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 - ------------------------------------------------ ------------------------------------------- --------------- --------------- RAYMOND JAMES & ASSOC INC FOCUSED VALUE FUND-C 14,066.5420 7.87% FBO WELLS IRA BIN# XXXX1910 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 - ------------------------------------------------ ------------------------------------------- --------------- --------------- RBC DAIN RAUSCHER CUSTODIAN PATHFINDER FUND-C 911.5770 5.38% DEBBIE BLANDER A/C #XXXX-1475 INDIVIDUAL RETIREMENT ACCOUNT 2441 RUTLAND PLACE THOUSAND OAKS CA 91362-1603 - ------------------------------------------------ ------------------------------------------- --------------- --------------- RICHARD W MILLER GLOBAL UTILITIES FUND-C 10,213.8420 10.48% WILLIAM MILLER JT WROS 100 CLOCK SHOP DR BERLIN CT 06037-3321 - ------------------------------------------------ ------------------------------------------- --------------- --------------- ROBERT A SCHWARZKOPF OR QUALITY SMALL-CAP FUND-X 9,823.1830 13.91% HELEN H SCHWARZKOPF TTEES SMALL-CAP SUSTAINABLE GROWTH FD-X 10,141.9880 14.39% THE SCHWARZKOPF TRUST DTD 06/17/04 12033 KEARSARGE STREET LOS ANGELES CA 90049-4146 - ----------------------------------------------------------------------------------------------------------------------------
F-9
- ---------------------------------------------------------------------------------------------------------------------------- NUMBER PERCENTAGE OF OF NAME OF SHAREHOLDER FUND SHARES SHARES - ------------------------------------------------ ------------------------------------------- --------------- --------------- ROBERT E TURNER GROWTH OPPORTUNITIES FUND-A 132,706.0310 18.33% CAROLYN W TURNER JT WROS 9 HORSESHOE LN PAOLI PA 19301-1909 - ------------------------------------------------ ------------------------------------------- --------------- --------------- SALES MARKETING SERVICES LLC DIVERSIFIER PHOLIO-A 42,095.4160 23.07% PO BOX 735 PATHFINDER FUND-A 69,167.4840 19.14% BENTONVILLE AR 72712-0735 - ------------------------------------------------ ------------------------------------------- --------------- --------------- SEI PRIVATE TRUST COMPANY MONEY MARKET FUND-A 5,792,266.6600 5.80% C/O WACHOVIA FBO XXXXX4600 ATTN MUTUAL FUNDS ADMINISTRATOR 1 FREEDOM VALLEY DR OAKS PA 19456 - ------------------------------------------------ ------------------------------------------- --------------- --------------- SOUTHWEST SECURITIES INC FBO MID-CAP GROWTH FUND-C 4,580.4990 12.50% CRAIG SHEYON SWS SECURITIES INC. AS ROLLOVER IRA CUSTODIAN PO BOX 509002 DALLAS TX 75250-9002 - ------------------------------------------------ ------------------------------------------- --------------- --------------- STATE STREET BANK & TRUST CO CUST CONSERVATIVE INCOME PHOLIO-C 4,138.4350 10.98% FOR THE IRA ROLLOVER OF ANITA TILOKI 15 FERRIS GLN POUGHQUAG NY 12570-5559 - ------------------------------------------------ ------------------------------------------- --------------- --------------- STATE STREET BANK & TRUST CO WEALTH PRESERVER PHOLIO-A 8,899.6400 7.85% CUST FOR THE SEP IRA OF BEN SPIES 1908 HOYT LONGVIEW TX 75601-3905 - ------------------------------------------------ ------------------------------------------- --------------- --------------- STATE STREET BANK & TRUST CO EMERGING MARKETS BOND FUND-C 20,671.6410 12.29% CUST FOR THE IRA ROLLOVER OF BETTY T CANEDY 1019 S 106TH PLZ APT 201 OMAHA NE 68114-4723 - ------------------------------------------------ ------------------------------------------- --------------- --------------- STATE STREET BANK & TRUST CO CONSERVATIVE INCOME PHOLIO-C 3,494.4580 9.27% CUST FOR THE IRA ROLLOVER OF DEOLALL TILOKI 15 FERRIS GLN POUGHQUAG NY 12570-5559 - ------------------------------------------------ ------------------------------------------- --------------- --------------- STATE STREET BANK & TRUST CO WORLDWIDE STRATEGIES FUND-C 14,973.1360 8.21% CUST FOR THE IRA OF DONALD E CARR 15922 ROSEWOOD CT CLIVE IA 50325-7924 - ------------------------------------------------ ------------------------------------------- --------------- --------------- STATE STREET BANK & TRUST CO CONSERVATIVE INCOME PHOLIO-A 13,188.3230 20.64% C/F THEODORE URBACZEWSKI JR (DCD) FBO DOROTHY URBACZEWSKI 615 LONGBROOK AVE STRATFORD CT 06614-5116 - ------------------------------------------------ ------------------------------------------- --------------- --------------- STATE STREET BANK & TRUST CO CONSERVATIVE INCOME PHOLIO-A 8,717.0400 13.64% CUST FOR THE IRA ROLLOVER OF ELLEN J BRAM 41 PHEASANT CHASE WEST HARTFRD CT 06117-1031 - ----------------------------------------------------------------------------------------------------------------------------
F-10
- ---------------------------------------------------------------------------------------------------------------------------- NUMBER PERCENTAGE OF OF NAME OF SHAREHOLDER FUND SHARES SHARES - ------------------------------------------------ ------------------------------------------- --------------- --------------- STATE STREET BANK & TRUST CO WEALTH ACCUMULATOR PHOLIO-A 20,225.8090 6.77% C/F REGIONAL DISTRICT #17 BOE 403B FBO GARY J SHETTLE 35 BROWNS LN PO BOX 923 OLD LYME CT 06371-0923 - ------------------------------------------------ ------------------------------------------- --------------- --------------- STATE STREET BANK & TRUST CO CA TAX-EXEMPT BOND FUND-B 482.9930 8.37% CUST FOR THE SEP IRA OF JEROME A YURKOSKI 17 COLBURN LN LITTLETON MA 01460-1288 - ------------------------------------------------ ------------------------------------------- --------------- --------------- STATE STREET BANK & TRUST CO CUST CORE BOND FUND-B 22,623.3180 9.73% ROCKY HILL PUBLIC SCHOOLS 403B FBO LOUIS J PEAR 227 WILLIAM ST PORTLAND CT 06480-1661 - ------------------------------------------------ ------------------------------------------- --------------- --------------- STATE STREET BANK & TRUST CO CONSERVATIVE INCOME PHOLIO-A 8,184.1050 12.81% CUST FOR THE IRA ROLLOVER OF MARK A BRAM 41 PHEASANT CHASE WEST HARTFRD CT 06117-1031 - ------------------------------------------------ ------------------------------------------- --------------- --------------- STATE STREET BANK & TRUST CO CORE BOND FUND-C 9,368.3160 5.82% C/F SOUTHINGTON BOARD OF ED 403B FBO MARY P DAPKINS 52 MELISSA LN PROSPECT CT 06712-1463 - ------------------------------------------------ ------------------------------------------- --------------- --------------- STATE STREET BANK & TRUST CO WEALTH PRESERVER PHOLIO-A 10,953.6610 9.66% CUST FOR THE IRA OF POLLY GOODMAN 1 OAK CREEK RIDGE DR LONGVIEW TX 75605-1629 - ------------------------------------------------ ------------------------------------------- --------------- --------------- STATE STREET BANK & TRUST CO INCOME & GROWTH FUND-C 17,420.8660 8.54% CUST FOR THE IRA OF ROBERT S MCCLURE 2238 CAMINO BRAZOS PLEASANTON CA 94566-5813 - ------------------------------------------------ ------------------------------------------- --------------- --------------- STATE STREET BANK & TRUST CO BOND FUND-C 9,275.6390 6.03% CUST FOR THE IRA ROLLOVER OF ROLAND C EMMANUELE 4 HINCHCLIFFE DR NEWBURGH NY 12550-8810 - ------------------------------------------------ ------------------------------------------- --------------- --------------- STATE STREET BANK & TRUST CO INTERNATIONAL PHOLIO-A 4,201.1020 11.72% CUST FOR THE IRA ROLLOVER OF WEALTH PRESERVER PHOLIO-A 10,742.5310 9.47% TERESA M DONATO 6172 PASEO TIENDA CARLSBAD CA 92009-2230 - ------------------------------------------------ ------------------------------------------- --------------- --------------- UBS FINANCIAL SERVICES INC FBO DIVERSIFIER PHOLIO-C 4,471.1540 5.11% ALAN R PAGE & NANCY J PAGE TTEES ALAN R PAGE & NANCY J PAGE INTERVIVOS TRUST 3737 VISTA DE LA BAHIA SAN DIEGO CA 92117-5748 - ----------------------------------------------------------------------------------------------------------------------------
F-11
- ---------------------------------------------------------------------------------------------------------------------------- NUMBER PERCENTAGE OF OF NAME OF SHAREHOLDER FUND SHARES SHARES - ------------------------------------------------ ------------------------------------------- --------------- --------------- UBS FINANCIAL SERVICES INC FBO TOTAL VALUE FUND-C 3,149.2250 8.89% ANNIE SCHILLER TTEE FBO JOSEPH CHAIKEL IRREV TRUST UAD 06/07/1983 59 ARCHER DRIVE BRONXVILLE NY 10708-4601 - ------------------------------------------------ ------------------------------------------- --------------- --------------- UBS FINANCIAL SERVICES INC. FBO TOTAL VALUE FUND-C 2,293.5780 6.47% JAMES L ADAMS KATHLEEN DOLIN ADAMS 168 PLANTATION CIR S PONTE VEDRA BCH FL 32082-3930 - ------------------------------------------------ ------------------------------------------- --------------- --------------- UBS FINANCIAL SERVICES INC FBO INTERNATIONAL PHOLIO-C 1,917.5460 12.69% MR JARROD Y OWEN 2255 VERO BEACH AVENUE VERO BEACH FL 32960-4142 - ------------------------------------------------ ------------------------------------------- --------------- --------------- UBS FINANCIAL SERVICES INC. FBO CA TAX-EXEMPT BOND FUND-B 496.6720 8.61% KATHERINE M WILLIAMS ELIZABETH A HICKS JTWROS 5104 GLEN VERDE DR BONITA CA 91902-2626 - ------------------------------------------------ ------------------------------------------- --------------- --------------- UBS FINANCIAL SERVICES INC. FBO GLOBAL UTILITIES FUND-C 4,938.2310 5.07% MARGARET SMITH-BURKE 141 WOOSTER ST APT 4B NEW YORK NY 10012-3198 - ------------------------------------------------ ------------------------------------------- --------------- --------------- UBS FINANCIAL SERVICES INC. FBO CONSERVATIVE INCOME PHOLIO-C 3,856.0790 10.23% RICHARD E BROGHAMER GLORIA B BROGHAMER JT TEN 31 SHORE RD N BROOKFIELD MA 01535-1766 - ------------------------------------------------ ------------------------------------------- --------------- --------------- WELLS FARGO INVESTMENTS LLC MID-CAP GROWTH FUND-C 2,064.4100 5.63% A/C XXXX-1041 608 SECOND AVENUE SOUTH 8TH FL MINNEAPOLIS MN 55402-1927 - ------------------------------------------------ ------------------------------------------- --------------- --------------- WELLS FARGO INVESTMENTS LLC DIVERSIFIER PHOLIO-A 9,446.4180 5.18% A/C XXXX-3518 608 SECOND AVENUE SOUTH 8TH FL MINNEAPOLIS MN 55402-1927 - ---------------------------------------------------------------------------------------------------------------------------- WELLS FARGO INVESTMENTS LLC EARNINGS DRIVEN GROWTH FUND-X 17,217.6310 6.77% A/C XXXX-2708 608 SECOND AVENUE SOUTH 8TH FL MINNEAPOLIS MN 55402-1927 - ------------------------------------------------ ------------------------------------------- --------------- --------------- WINIFRED A CARGILL CORE BOND FUND-C 12,222.2220 7.60% 7 KING PHILLIP TRL NORFOLK MA 02056-1405 - ----------------------------------------------------------------------------------------------------------------------------
F-12 PROXY PROXY SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 31, 2006 THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES. The undersigned shareholder(s) of Phoenix Adviser Trust, Phoenix Asset Trust, Phoenix CA Tax-Exempt Bond Fund, Phoenix Equity Series Fund, Phoenix Equity Trust, Phoenix Institutional Mutual Funds, Phoenix Investment Series Fund, Phoenix Investment Trust 97, Phoenix Investment Trust 06, Phoenix Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix Opportunities Trust, Phoenix PHOLIOs, Phoenix Portfolios, Phoenix Series Fund and Phoenix Strategic Equity Series Fund, revoking previous proxies, hereby appoints Kevin J. Carr, Vallerie A. Atwood and Ann Spooner, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares which the undersigned is entitled to vote, at the Special Meeting of Shareholders to be held on October 31, 2006, at the offices of Phoenix Investment Partners, Ltd., 56 Prospect Street, Hartford, Connecticut 06103, at 2 p.m. Eastern Time, and at any adjournment thereof as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting. Phoenix Adviser Trust, Phoenix Asset Trust, Phoenix CA Tax-Exempt Bond Fund, Phoenix Equity Series Fund, Phoenix Equity Trust, Phoenix Institutional Mutual Funds, Phoenix Investment Series Fund, Phoenix Investment Trust 97, Phoenix Investment Trust 06, Phoenix Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix Opportunities Trust, Phoenix PHOLIOs, Phoenix Portfolios, Phoenix Series Fund and Phoenix Strategic Equity Series Fund, each a Delaware statutory trust, are referred to herein as the "Trusts." Each series of a Trust is referred to as a "Fund" and, collectively, as the "Funds" unless otherwise specified. The Funds identified in Proposal 2 of the Proxy Statement are referred to herein as the "Manager-of-Managers Funds." The Funds identified in Proposals 3, 4 and 5 of the Proxy Statement are referred to herein as the "Fundamental Restriction Funds." The Funds identified in Proposal 6 of the Proxy Statement are referred to herein as the "Investment Objective Funds." VOTE VIA THE INTERNET: https://vote.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-241-6192 NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing as attorney, executor, administrator, trustee, guardian or as custodian for a minor, please sign your name and give your full title as such. If signing on behalf of a corporation, please sign the full corporate name and your name and indicated your title. If you are a partner signing for a partnership, please sign the partnership name, your name and indicate your title. Joint owners should each sign these instructions. Please sign, date and return. __________________________________________ Signature and Title, if applicable __________________________________________ Signature (if held jointly) ______________________________________,2006 Date PWC_16821 RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY STATEMENT IS HEREBY ACKNOWLEDGED. THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL IF NO CHOICE IS INDICATED. FUNDS FUNDS FUNDS - ----- ----- ----- Fundname Drop In 1 Fundname Drop In 2 Fundname Drop In 3 Fundname Drop In 4 Fundname Drop In 5 Fundname Drop In 6 Fundname Drop In 7 Fundname Drop In 8 Fundname Drop In 9 VOTING OPTIONS READ YOUR PROXY STATEMENT AND HAVE IT AT HAND WHEN VOTING. [GRAPHIC OMITTED] [GRAPHIC OMITTED] [GRAPHIC OMITTED] [GRAPHIC OMITTED] COMPUTER TELEPHONE LETTER COURIER VOTE ON THE INTERNET VOTE BY PHONE VOTE BY MAIL VOTE IN PERSON LOG ON TO: CALL 1-866-241-6192 VOTE, SIGN AND DATE ATTEND SHAREHOLDER MEETING https://vote.proxy-direct.com FOLLOW THE RECORDED THIS PROXY CARD AND RETURN IN THE 56 PROSPECT STREET - ----------------------------- INSTRUCTIONS POSTAGE-PAID ENVELOPE HARTFORD, CT FOLLOW THE ON-SCREEN INSTRUCTIONS AVAILABLE 24 HOURS ON OCTOBER 31, 2006 AVAILABLE 24 HOURS
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD. The Board of Trustees recommends a vote FOR the following proposals. PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: - -------------------------------------------------------------------------------- [ ] To vote as the Board Recommends for ALL Funds on ALL Proposals mark this box. No other vote is necessary. - -------------------------------------------------------------------------------- 1. TO ELECT ELEVEN TRUSTEES (EXCEPT AS MARKED TO THE CONTRARY BELOW). FOR WITHHOLD FOR ALL 01 E. Virgil Conway 02. Harry Dalzell-Payne 03. Daniel T. Geraci ALL ALL EXCEPT 04. Francis E. Jefferies 05. Leroy Keith, Jr. 06. Marilyn E. LaMarche [ ] [ ] [ ] 07 Philip R. McLoughlin 08. Geraldine M. McNamara 09. James M. Oates 10. Richard E. Segerson 11. Ferdinand L. J. Verdonck
To withhold authority to vote for any individual nominee(s) mark the, ""For All Except" and write the nominee number(s) on the line provided ___________________ ______________________________ 2. TO APPROVE A PROPOSAL TO PERMIT PIC TO HIRE AND REPLACE SUBADVISERS OR TO MODIFY SUBADVISORY AGREEMENTS FOR THE MANAGER-OF-MANAGERS FUNDS WITHOUT SHAREHOLDER APPROVAL. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ] Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ] Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ] TO APPROVE A PROPOSAL TO REMOVE AND AMEND CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS FROM THE FUNDAMENTAL RESTRICTION FUNDS 3. FUNDAMENTAL RESTRICTION WITH RESPECT TO LOANS. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ] Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ] Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ] 4. CHANGES IN THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE PHOENIX ASSET TRUST TO CONFORM TO THE STANDARD FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUNDS IN THE PHOENIX FUND COMPLEX. 4.a. INVESTMENT OF ASSETS IN A SINGLE OPEN_END INVESTMENT COMPANY FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ] Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ] Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ]
4.b. CHANGES OF STATUS AS A DIVERSIFIED SERIES FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ] Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ] Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ] 4.c INVESTMENT OF MORE THAN 25% OF ASSETS IN COMPANIES ENGAGED IN ONE INDUSTRY. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ] Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ] Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ] 4.d. LIMITS ON BORROWING. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ] Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ] Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ] 4.e. ISSUANCE OF SENIOR SECURITIES FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ] Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ] Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ] 4.f. UNDERWRITING ACTIVITIES. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ] Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ] Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ] 4.g PURCHASE AND SALE OF REAL ESTATE. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ] Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ] Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ] 4.h. PURCHASE AND SALE OF COMMODITIES AND COMMODITIES CONTRACTS. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ] Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ] Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ] 4.i. LIMITS ON LENDING. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ] Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ] Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ] 5. CHANGES IN THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUNDS OF THE PHOENIX ADVISER TRUST TO CONFORM TO THE STANDARD FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUNDS IN THE PHOENIX FUND COMPLEX. 5.a. INVESTMENT OF MORE THAN 25% OF ASSETS IN COMPANIES ENGAGED IN ONE INDUSTRY. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ] Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ] Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ] 5.b. LIMITS ON BORROWING FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ] Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ] Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ] 5.c ISSUANCE OF SENIOR SECURITIES. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ] Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ] Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ] 5.d. UNDERWRITING ACTIVITIES. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ] Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ] Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ] 5.e. PURCHASE AND SALE OF REAL ESTATE FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ] Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ] Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ] 5.f. LIMITS ON LENDING. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ] Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ] Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ] 6 TO APPROVE A PROPOSAL TO RECLASSIFY THE INVESTMENT OBJECTIVE OF THE INVESTMENT OBJECTIVE FUNDS FROM FUNDAMENTAL TO NON-FUNDAMENTAL. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ] Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ] Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ] 7 TO APPROVE A PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLC AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FUNDS. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ] Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ] Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ]
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PWC_16821 -----END PRIVACY-ENHANCED MESSAGE-----