UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-08343
---------------------

Phoenix Investment Trust 97
------------------------------------------------------------
(Exact name of registrant as specified in charter)

101 Munson Street
Greenfield, MA 01301
------------------------------------------------------------
(Address of principal executive offices) (Zip code)

Kevin J. Carr, Esq. John R. Flores, Esq.
Vice President, Chief Legal Officer, Vice President
Counsel and Secretary for Registrant Litigation/Employment Counsel
Phoenix Life Insurance Company Phoenix Life Insurance Company
One American Row One American Row
Hartford, CT 06102 Hartford, CT 06102
--------------------------------------------------------------------------
(Name and address of agent for service)

Registrant's telephone number, including area code: (800) 243-1574
---------------

Date of fiscal year end: August 31
----------

Date of reporting period: August 31, 2005
----------------

Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.

ITEM 1. REPORTS TO STOCKHOLDERS.

The Report to Shareholders is attached herewith.

AUGUST 31, 2005

ANNUAL REPORT

[GRAPHIC OMITTED]

[GRAPHIC OMITTED] PHOENIX SMALL-CAP VALUE FUND
FORMERLY PHOENIX SMALL CAP VALUE FUND

[GRAPHIC OMITTED] PHOENIX VALUE EQUITY FUND
FORMERLY PHOENIX-OAKHURST VALUE EQUITY FUND

[GRAPHIC OMITTED]
Get Fund documents by e-mail instead.

Eligible shareholders may sign up for E-Delivery at PhoenixFunds.com.

TRUST NAME: PHOENIX INVESTMENT TRUST 97

[LOGO OMITTED] PHOENIXFUNDS(SM)

- --------------------------------------------------------------------------------
Mutual funds are not insured by the FDIC; are not deposits or other obligations
of a bank and are not guaranteed by a bank; and are subject to investment risks,
including possible loss of the principal invested.
- --------------------------------------------------------------------------------

This report is not authorized for distribution to prospective investors in
the Phoenix Investment Trust 97 unless preceded or accompanied by an effective
prospectus which includes information concerning the sales charge, each Fund's
record and other pertinent information.

MESSAGE FROM THE CHAIRMAN

DEAR SHAREHOLDER:

[PHOTO OMITTED]

I encourage you to review this annual report for the Phoenix Small-Cap
Value Fund and Phoenix Value Equity Fund for the fiscal year ended August 31,
2005.

As of late summer, the United States economy was growing at a more
moderate pace than we experienced in 2004. Inflation concerns seemed to be
subsiding after peaking this spring, despite continued high energy prices. The
equity markets remained sluggish through the first half of 2005, giving back
some of the gains from last fall's post-presidential election rally. The Federal
Reserve (the "Fed") continued to tighten interest rates and instituted its tenth
consecutive 25 basis point rate hike on August 9. As a result of the Fed's
efforts, the Treasury yield curve has flattened considerably over the past year,
with short rates rising while rates for longer dated maturities declined. The
combination of moderate economic growth and low inflation should provide a
favorable environment for both the equity and fixed income markets in the second
half of the year.

No matter what the market brings, short-term performance changes should
not distract you from your long-term financial plan. Now may be an opportune
time for you to review your portfolio with your financial advisor to make sure
that your asset allocation remains on target. Keep in mind that finding the best
balance of performance and protection requires discipline and
diversification.(1) Your Phoenix mutual fund allocation may help in this effort.

As an alternative to paper mail, if you would like to view your mutual
fund communications electronically, including account statements, prospectuses,
and annual and semiannual reports, sign up for our E-Delivery service. To
register, go online to PhoenixFunds.com, select the Individual Investors option,
and follow the E-Delivery instructions, or call Mutual Fund Services at
1-800-243-1574 and a customer service representative will be happy to assist
you.

Sincerely,

/s/ PHILIP R. McLOUGHLIN

Philip R. McLoughlin
Chairman, Phoenix Funds

SEPTEMBER 2005

1 DIVERSIFICATION DOES NOT GUARANTEE AGAINST A LOSS, AND THERE IS NO GUARANTEE
THAT A DIVERSIFIED PORTFOLIO WILL OUTPERFORM A NON-DIVERSIFIED PORTFOLIO.

The preceding information is the opinion of the Chairman of the Phoenix Funds
Board of Trustees. There is no guarantee that market forecasts discussed will be
realized.

TABLE OF CONTENTS

Glossary .................................................................. 3
Phoenix Small-Cap Value Fund .............................................. 5
Phoenix Value Equity Fund ................................................. 19
Notes to Financial Statements ............................................. 30
Report of Independent Registered Public Accounting Firm ................... 35
Board of Trustees' Consideration of Investment Advisory and
Subadvisory Agreements .................................................. 36
Fund Management Tables .................................................... 38

- --------------------------------------------------------------------------------
PROXY VOTING INFORMATION (FORM N-PX)
The Adviser and subadviser vote proxies relating to portfolio securities in
accordance with procedures that have been approved by the Trust's Board of
Trustees. You may obtain a description of these procedures, along with
information regarding how the Funds voted proxies during the most recent
12-month period ended June 30, 2005, free of charge, by calling toll-free
1-800-243-1574. This information is also available through the Securities and
Exchange Commission's website at http://www.sec.gov.

FORM N-Q INFORMATION
The Trust files a complete schedule of portfolio holdings with the Securities
and Exchange Commission (the "SEC") for the first and third quarters of each
fiscal year on Form N-Q. Form N-Q is available on the SEC's website at
http://www.sec.gov. Form N-Q may be reviewed and copied at the SEC's Public
Reference Room. Information on the operation of the SEC's Public Reference Room
can be obtained by calling toll-free 1-800-SEC-0330.
- --------------------------------------------------------------------------------

GLOSSARY

BASIS POINT (BP)
One-hundredth of a percentage point (0.01%). Basis points are often used to
measure changes in or differences between yields on fixed income securities,
since these often change by very small amounts.

FEDERAL RESERVE (THE "FED")
The central bank of the United States, responsible for controlling the money
supply, interest rates and credit with the goal of keeping the U.S. economy and
currency stable. Governed by a seven-member board, the system includes 12
regional Federal Reserve Banks, 25 branches and all national and state banks
that are part of the system.

GROSS DOMESTIC PRODUCT (GDP)
An important measure of the United States' economic performance, GDP is the
total market value of all final goods and services produced in the U.S. during
any quarter or year.

INFLATION
Rise in the prices of goods and services resulting from increased spending
relative to the supply of goods on the market.

REITS (REAL ESTATE INVESTMENT TRUSTS)
Real estate investment trusts are typically publicly traded companies that own,
develop and operate income producing real estate such as apartments, office
buildings, hotels, shopping centers and other commercial properties.

RUSSELL 1000(R) VALUE INDEX
A market capitalization-weighted index of value-oriented stocks of the 1,000
largest companies in the Russell Universe, which comprises the 3,000 largest
U.S. companies. The index is calculated on a total return basis with dividends
reinvested. The index performance does not reflect sales charges.

RUSSELL 2000(R) VALUE INDEX
A market capitalization-weighted index of value-oriented stocks of the smallest
2,000 companies in the Russell Universe, which comprises the 3,000 largest U.S.
companies. The index is calculated on a total return basis with dividends
reinvested. The index performance does not reflect sales charges.

S&P 500(R) INDEX
A market capitalization-weighted index of 500 of the largest U.S. companies. The
index is calculated on a total return basis with dividends reinvested.

Glossary (continued)

S&P 500(R) ENERGY SECTOR INDEX
A market capitalization-weighted index of energy sector stocks within the S&P
500 Index. The index is calculated on a total return basis with dividends
reinvested.

YIELD CURVE
A line chart that shows interest rates at a specific point in time for
securities of equivalent quality but with different maturities. A "normal or
positive" yield curve indicates that short-term securities have a lower interest
rate than long-term securities; an "inverted or negative" yield curve indicates
short-term rates are exceeding long-term rates; and a "flat yield curve" means
short- and long-term rates are about the same.

INDEXES ARE UNMANAGED AND NOT AVAILABLE FOR DIRECT INVESTMENT; THEREFORE THEIR
PERFORMANCE DOES NOT REFLECT THE EXPENSES ASSOCIATED WITH THE ACTIVE MANAGEMENT
OF AN ACTUAL PORTFOLIO.

PHOENIX SMALL-CAP VALUE FUND

A DISCUSSION WITH THE FUND'S MANAGEMENT TEAM OF CARLTON NEEL AND DAVID DICKERSON

Q: WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

A: The Phoenix Small-Cap Value Fund seeks long-term capital appreciation. There
is no guarantee that the Fund will achieve its objective.

Q: HOW DID THE FUND PERFORM OVER THE 12 MONTHS ENDED AUGUST 31, 2005?

A: For the fiscal year ended August 31, 2005, the Fund's Class A shares returned
28.98%, Class B shares returned 27.96%, and Class C shares returned 27.96%. For
the same period, the S&P 500(R) Index returned 12.55% and the Fund's
style-specific benchmark, the Russell 2000(R) Value Index, returned 22.61%. All
performance figures assume reinvestment of distributions and exclude the effect
of sales charges. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS AND CURRENT
PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE CITED.

Q: LOOKING BACK OVER THE LAST 12 MONTHS, HOW WOULD YOU CHARACTERIZE THE MARKET
ENVIRONMENT FOR INVESTORS?

A: There have been many challenges for investors over the course of the last
year, including but not limited to the close presidential election, an ongoing
war in Iraq, uncertainty about global terrorism, Federal Reserve credit
tightening, and rising oil prices. Despite these challenges, however, the old
adage that bull markets "climb a wall of worry" seems to be holding true, as
most major stock market averages have been up strongly over the last year.
Fortunately for the Fund's investors, value stocks continue to outperform growth
stocks, and small-cap stocks continue to beat large-cap names. With the Federal
Reserve continuing to raise interest rates, it seems that smaller, more nimble
companies are growing faster. As a result, investors have been gravitating
toward small-cap companies for earnings growth.

Q: WHAT FACTORS CONTRIBUTED TO THE FUND'S PERFORMANCE DURING THE REPORTING
PERIOD?
A: The biggest factor contributing to the Fund's positive performance is its
solid small-cap value orientation. Thus, the Fund was well positioned to capture
the strong performance that the small-cap value category offered investors over
the past year. In addition, the Fund outperformed the Russell 2000 Value Index
to the further benefit of our investors. Overall, our quantitative process
served us well in identifying stocks with attractive value-to-growth
characteristics. Also, the Fund's overweighting in the energy sector, which
performed tremendously well as crude oil reached an all-time high, was
beneficial. With the Fund approaching two years under the current portfolio
management team, the changes that have been implemented over that time have
produced strong, competitive results.

Q: WHAT IS YOUR ECONOMIC AND MARKET OUTLOOK FOR THE NEXT SIX TO 12 MONTHS?

A: We believe the Federal Reserve is nearing an end to its tightening, economic
growth is slowing, but still solid, and earning growth remains positive. During
periods of slowing growth, investors tend to gravitate toward areas of the
market that are still showing strong earnings growth. As a result, the largest
overweighting in the Fund is in the technology sector. Overall, we like stocks
and think that valuations are fair, if not slightly underpriced. We think stocks
offer a favorable risk/reward balance, and think the economic and earnings
backdrop

Phoenix Small-Cap Value Fund (continued)

should be a positive for the market. Our only concern is that
value-oriented stocks have now outperformed growth stocks for five years, and
that small-cap stocks have outperformed large-cap stocks for an extended time.
Perhaps a reversal is in the cards. While we do believe that the Fund is
currently well positioned, there will be a time when large-cap growth shines
again, to the relative detriment of small value stocks. No matter what the
market brings, we are firmly committed to offering Fund shareholders a true
small-cap value product that adheres to its objective.

SEPTEMBER 2005

THE PRECEDING INFORMATION IS THE OPINION OF PORTFOLIO MANAGEMENT. PAST
PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, AND THERE IS NO GUARANTEE THAT
MARKET FORECASTS WILL BE REALIZED.

FOR DEFINITIONS OF THE INDEXES CITED AND CERTAIN INVESTMENT TERMS USED IN THIS
REPORT, SEE THE GLOSSARY ON PAGE 3.

Phoenix Small-Cap Value Fund (continued)

- --------------------------------------------------------------------------------
TOTAL RETURNS (1) PERIODS ENDING 8/31/05
- --------------------------------------------------------------------------------

INCEPTION INCEPTION
1 YEAR 5 YEARS TO 8/31/05 DATE
------ ------- ---------- ---------
Class A Shares at NAV(2) 28.98% 5.60% 12.50% 11/20/97
Class A Shares at POP(3) 21.56 4.36 11.65 11/20/97
Class B Shares at NAV(2) 27.96 4.81 11.67 11/20/97
Class B Shares with CDSC(4) 23.96 4.81 11.67 11/20/97
Class C Shares at NAV(2) 27.96 4.81 11.67 11/20/97
Class C Shares with CDSC(4) 27.96 4.81 11.67 11/20/97
S&P 500(R) Index 12.55 (2.71) 4.73 11/20/97
Russell 2000(R) Value Index 22.61 15.09 10.61 11/20/97

ALL RETURNS REPRESENT PAST PERFORMANCE WHICH IS NO GUARANTEE OF FUTURE RESULTS.
CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE SHOWN. THE
INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT AN
INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST. THE ABOVE TABLE AND GRAPH BELOW DO NOT REFLECT THE DEDUCTION OF TAXES THAT
A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES.
PLEASE VISIT PHOENIXFUNDS.COM FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT
MONTH-END.

1 TOTAL RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE AND THE
REINVESTMENT OF BOTH DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS.

2 "NAV" (NET ASSET VALUE) TOTAL RETURNS DO NOT INCLUDE THE EFFECT OF ANY SALES
CHARGE.

3 "POP" (PUBLIC OFFERING PRICE) TOTAL RETURNS INCLUDE THE EFFECT OF THE MAXIMUM
FRONT-END 5.75% SALES CHARGE.

4 CDSC (CONTINGENT DEFERRED SALES CHARGE) IS APPLIED TO REDEMPTIONS OF CERTAIN
CLASSES OF SHARES THAT DO NOT HAVE A SALES CHARGE APPLIED AT THE TIME OF
PURCHASE. CDSC CHARGES FOR B SHARES DECLINE FROM 5% TO 0% OVER A FIVE YEAR
PERIOD. CDSC CHARGES FOR CLASS C SHARES ARE 1% IN THE FIRST YEAR AND 0%
THEREAFTER.

- --------------------------------------------------------------------------------
GROWTH OF $10,000 PERIODS ENDING 8/31
- --------------------------------------------------------------------------------

This Growth of $10,000 chart assumes an initial investment of $10,000 made on
11/20/97 (inception of the Fund) in Class A, Class B and Class C shares. The
total return for Class A shares reflects the maximum sales charge of 5.75% on
the initial investment. The total return for Class B shares reflects the CDSC
charges which decline from 5% to 0% over a five year period. The total return
for Class C shares reflects the CDSC charges which are 1% in the first year and
0% thereafter. Performance assumes dividends and capital gains are reinvested.

[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA USED IN PRINTED GRAPHIC AS FOLLOWS:

Phoenix Phoenix Phoenix
Small-Cap Small-Cap Small-Cap Russell 2000(R)
Value Fund Value Fund Value Fund S&P 500(R) Value
Class A Class B Class C Index Index
---------- ----------- ----------- ---------- ---------------

11/20/97 $ 9,425 $10,000 $10,000 $10,000 $10,000
8/31/98 7,668 8,093 8,091 10,097 8,370
8/31/99 10,805 11,320 11,316 14,124 9,549
8/31/00 17,952 18,674 18,669 16,438 10,856
8/31/01 15,395 15,894 15,889 12,429 12,815
8/31/02 13,698 14,031 14,027 10,192 12,097
8/31/03 16,268 16,540 16,535 11,424 14,962
8/31/04 18,280 18,454 18,449 12,732 17,878
8/31/05 23,578 23,614 23,607 14,329 21,921

For information regarding the indexes, see the glossary on page 3.

Phoenix Small-Cap Value Fund

ABOUT YOUR FUND'S EXPENSES

We believe it is important for you to understand the impact of costs on your
investment. All mutual funds have operating expenses. As a shareholder of the
Small-Cap Value Fund, you incur two types of costs: (1) transaction costs,
including sales charges on purchases of Class A shares and contingent deferred
sales charges on Class B and Class C shares; and (2) ongoing costs, including
investment advisory fees; distribution and service fees; and other expenses.
These examples are intended to help you understand your ongoing costs (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. These examples are based on an
investment of $1,000 invested at the beginning of the period and held for the
entire six-month period.

ACTUAL EXPENSES

The first line of the accompanying tables provides information about actual
account values and actual expenses. You may use the information in this line,
together with the amount you invested, to estimate the expenses that you paid
over the period. Simply divide your account value by $1,000 (for example, an
$8,600 account value divided by $1,000 = 8.6), then multiply the result by the
number in the first line under the heading entitled "Expenses Paid During
Period" to estimate the expenses you paid on your account during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the accompanying tables provides information about
hypothetical account values and hypothetical expenses based on the Fund's actual
expense ratio and an assumed rate of return of 5% per year before expenses,
which is not your Fund's actual return. The hypothetical account values and
expenses may not be used to estimate the actual ending account balance or
expenses you paid for the period. You may use this information to compare the
ongoing costs of investing in your Fund and other funds. To do so, compare these
5% hypothetical examples with the 5% hypothetical examples that appear in the
shareholder reports of the other funds.

Please note that the expenses shown in the accompanying tables are meant to
highlight your ongoing costs only and do not reflect any transactional costs,
such as sales charges or contingent deferred sales charges. Therefore, the
second line of the accompanying tables is useful in comparing ongoing costs
only, and will not help you determine the relative total costs of owning
different funds. In addition, if these transactional costs were included, your
costs could have been higher. The calculations assume no shares were bought or
sold during the period. Your actual costs may have been higher or lower,
depending on the amount of your investment and the timing of any purchases or
redemptions.

Beginning Ending Expenses Paid
Small-Cap Value Fund Account Value Account Value During
Class A February 28, 2005 August 31, 2005 Period*
-------------------- ----------------- --------------- -------------
Actual $1,000.00 $1,051,40 $7.24
Hypothetical (5% return
before expenses) 1,000.00 1,018.06 7.15

* EXPENSES ARE EQUAL TO THE FUND'S CLASS A ANNUALIZED EXPENSE RATIO OF 1.40%,
WHICH IS NET OF WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED
BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS
IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE
ONE-HALF YEAR PERIOD.

ACTUAL RETURN AS CALCULATED IN THE ABOVE TABLE IS BASED ON THE FUND'S CLASS A
RETURN FOR THE PAST SIX MONTHS. WHILE REQUIRED TO BE PRESENTED IN THIS FORMAT,
IT IS NOT THE CLASS' ACTUAL CLASS RETURN FOR THE YEAR ENDED AUGUST 31, 2005.
THE CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR ENDED WAS 28.98%.
UTILIZING THIS 12 MONTH RETURN YIELDS AN ACCOUNT VALUE AT AUGUST 31, 2005 OF
$1,289.80.

Beginning Ending Expenses Paid
Small-Cap Value Fund Account Value Account Value During
Class B February 28, 2005 August 31, 2005 Period*
-------------------- ----------------- --------------- -------------
Actual $1,000.00 $1,047.00 $11.09
Hypothetical (5% return
before expenses) 1,000.00 1,014.23 10.97

* EXPENSES ARE EQUAL TO THE FUND'S CLASS B ANNUALIZED EXPENSE RATIO OF 2.15%,
WHICH IS NET OF WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED
BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS
IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE
ONE-HALF YEAR PERIOD.

ACTUAL RETURN AS CALCULATED IN THE ABOVE TABLE IS BASED ON THE FUND'S CLASS B
RETURN FOR THE PAST SIX MONTHS. WHILE REQUIRED TO BE PRESENTED IN THIS FORMAT,
IT IS NOT THE CLASS' ACTUAL CLASS RETURN FOR THE YEAR ENDED AUGUST 31, 2005.
THE CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR ENDED WAS 27.96%.
UTILIZING THIS 12 MONTH RETURN YIELDS AN ACCOUNT VALUE AT AUGUST 31, 2005 OF
$1,279.60.

Beginning Ending Expenses Paid
Small-Cap Value Fund Account Value Account Value During
Class C February 28, 2005 August 31, 2005 Period*
-------------------- ----------------- --------------- -------------
Actual $1,000.00 $1,047.00 $11.09
Hypothetical (5% return
before expenses) 1,000.00 1,014.23 10.97

* EXPENSES ARE EQUAL TO THE FUND'S CLASS C ANNUALIZED EXPENSE RATIO OF 2.15%,
WHICH IS NET OF WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED
BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS
IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE
ONE-HALF YEAR PERIOD.

ACTUAL RETURN AS CALCULATED IN THE ABOVE TABLE IS BASED ON THE FUND'S CLASS C
RETURN FOR THE PAST SIX MONTHS. WHILE REQUIRED TO BE PRESENTED IN THIS FORMAT,
IT IS NOT THE CLASS' ACTUAL CLASS RETURN FOR THE YEAR ENDED AUGUST 31, 2005.
THE CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR ENDED WAS 27.96%.
UTILIZING THIS 12 MONTH RETURN YIELDS AN ACCOUNT VALUE AT AUGUST 31, 2005 OF
$1,279.60.

YOU CAN FIND MORE INFORMATION ABOUT THE FUNDS EXPENSES IN THE FINANCIAL
STATEMENTS SECTION THAT FOLLOWS. FOR ADDITIONAL INFORMATION ON OPERATING
EXPENSES AND OTHER SHAREHOLDER COSTS, REFER TO THE PROSPECTUS.

Phoenix Small-Cap Value Fund

- --------------------------------------------------------------------------------
TEN LARGEST HOLDINGS AT AUGUST 31, 2005 (AS A PERCENTAGE OF NET ASSETS)(d)
- --------------------------------------------------------------------------------
1. Harris Corp. 1.7%
2. Beazer Homes USA, Inc. 1.5%
3. WPS Resources Corp. 1.4%
4. Chesapeake Energy Corp. 1.4%
5. Cimarex Energy Co. 1.4%
6. Terex Corp. 1.4%
7. Reliance Steel & Aluminum Co. 1.4%
8. Energen Corp. 1.4%
9. OMI Corp. 1.4%
10. Tesoro Corp. 1.4%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
SECTOR WEIGHTINGS 8/31/05
- --------------------------------------------------------------------------------
As a percentage of total investments

[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA USED IN PRINTED GRAPHIC AS FOLLOWS:

Financials 23%
Consumer Discretionary 17
Information Technology 15
Industrials 13
Energy 10
Materials 7
Utilities 5
Other 10

SCHEDULE OF INVESTMENTS
AUGUST 31, 2005

SHARES VALUE
------ ------------

DOMESTIC COMMON STOCKS--98.9%

AEROSPACE & DEFENSE--3.4%
AAR Corp.(b) .................................... 42,400 $ 746,240
Armor Holdings, Inc.(b) ......................... 39,600 1,679,436
Aviall, Inc.(b) ................................. 40,600 1,380,806
DRS Technologies, Inc. .......................... 50,800 2,613,660
Esterline Technologies Corp.(b) ................. 33,800 1,475,370
Triumph Group, Inc.(b) .......................... 20,900 820,743
------------
8,716,255
------------

AIR FREIGHT & COURIERS--0.3%
Hub Group, Inc. Class A(b) ...................... 26,200 844,950

AIRLINES--0.4%
Alaska Air Group, Inc.(b) ....................... 22,800 768,840
Mesa Air Group, Inc.(b) ......................... 38,300 302,570
------------
1,071,410
------------

APPAREL RETAIL--3.1%
Charming Shoppes, Inc.(b) ....................... 140,000 1,691,200
Men's Wearhouse, Inc. (The)(b) .................. 86,550 2,638,044

SHARES VALUE
------ ------------

APPAREL RETAIL--CONTINUED
Pacific Sunwear of California, Inc.(b) .......... 79,500 $ 1,898,460
Payless ShoeSource, Inc.(b) ..................... 102,600 1,902,204
Shoe Carnival, Inc.(b) .......................... 1,500 24,540
------------
8,154,448
------------

APPAREL, ACCESSORIES & LUXURY GOODS--1.1%
Hartmarx Corp.(b) ............................... 72,400 642,912
Oxford Industries, Inc. ......................... 24,700 1,152,255
UniFirst Corp. .................................. 26,800 1,052,972
------------
2,848,139
------------

APPLICATION SOFTWARE--1.3%
EPIQ Systems, Inc.(b) ........................... 26,500 486,540
JDA Software Group, Inc.(b) ..................... 28,500 403,275
MRO Software, Inc.(b) ........................... 33,200 560,084
Quest Software, Inc.(b) ......................... 85,900 1,164,804
SERENA Software, Inc.(b) ........................ 37,200 702,336
------------
3,317,039
------------

See Notes to Financial Statements
9

Phoenix Small-Cap Value Fund

SHARES VALUE
------ ------------

AUTO PARTS & EQUIPMENT--1.4%
Aftermarket Technology Corp.(b) ................. 30,700 $ 528,040
American Axle & Manufacturing Holdings, Inc. .... 29,100 755,436
ArvinMeritor, Inc. .............................. 39,000 723,450
Modine Manufacturing Co. ........................ 17,800 625,849
Sauer-Danfoss, Inc. ............................. 25,700 480,590
Shiloh Industries, Inc.(b) ...................... 29,500 394,120
------------
3,507,485
------------

AUTOMOBILE MANUFACTURERS--0.1%
Coachmen Industries, Inc. ....................... 18,100 243,807

AUTOMOTIVE RETAIL--1.9%
Asbury Automotive Group, Inc.(b) ................ 12,000 204,720
Group 1 Automotive, Inc.(b) ..................... 30,000 888,000
Lithia Motors, Inc. Class A ..................... 48,200 1,431,058
Sonic Automotive, Inc. .......................... 60,000 1,407,000
United Auto Group, Inc. ......................... 27,000 911,250
------------
4,842,028
------------

BIOTECHNOLOGY--0.4%
Albany Molecular Research, Inc.(b) .............. 40,000 667,200
Kendle International, Inc.(b) ................... 16,300 394,460
------------
1,061,660
------------

BROADCASTING & CABLE TV--0.4%
Insight Communications Co., Inc.(b) ............. 37,600 436,912
Radio One, Inc. Class D(b) ...................... 45,100 630,498
------------
1,067,410
------------

BUILDING PRODUCTS--1.3%
Griffon Corp.(b) ................................ 40,900 1,048,676
Universal Forest Products, Inc. ................. 4,600 250,378
USG Corp.(b) .................................... 33,000 2,074,050
------------
3,373,104
------------

CASINOS & GAMING--0.2%
Multimedia Games, Inc.(b) ....................... 58,200 587,238

CATALOG RETAIL--0.1%
Insight Enterprises, Inc.(b) .................... 16,600 312,578

COMMERCIAL PRINTING--0.4%
Consolidated Graphics, Inc.(b) .................. 9,300 359,073
Ennis, Inc. ..................................... 34,400 598,560
------------
957,633
------------

SHARES VALUE
------ ------------

COMMUNICATIONS EQUIPMENT--4.5%
Bel Fuse, Inc. Class B .......................... 17,400 $ 559,758
Black Box Corp. ................................. 16,500 709,005
CommScope, Inc.(b) .............................. 63,100 1,179,970
Comtech Telecommunications Corp.(b) ............. 69,750 2,448,225
Harris Corp. .................................... 115,200 4,447,872
NETGEAR, Inc.(b) ................................ 92,400 2,048,508
Superior Essex, Inc.(b) ......................... 12,100 227,964
------------
11,621,302
------------

COMPUTER HARDWARE--0.7%
Intergraph Corp.(b) ............................. 41,700 1,701,777

COMPUTER STORAGE & PERIPHERALS--0.9%
Komag, Inc.(b) .................................. 68,300 2,278,488
SimpleTech, Inc.(b) ............................. 5,500 26,180
------------
2,304,668
------------

CONSTRUCTION & ENGINEERING--0.7%
Comfort Systems USA, Inc.(b) .................... 44,000 362,120
EMCOR Group, Inc.(b) ............................ 9,100 501,774
Michael Baker Corp.(b) .......................... 33,900 890,214
------------
1,754,108
------------

CONSTRUCTION MATERIALS--0.3%
Headwaters, Inc.(b) ............................. 19,900 766,150

CONSTRUCTION, FARM MACHINERY & HEAVY TRUCKS--1.9%
AGCO Corp.(b) ................................... 20,100 412,653
Gehl Co.(b) ..................................... 9,300 282,069
Terex Corp.(b) .................................. 73,900 3,604,842
Titan International, Inc. ....................... 50,700 692,562
------------
4,992,126
------------

CONSUMER FINANCE--1.6%
Cash America International, Inc. ................ 35,500 744,435
CompuCredit Corp.(b) ............................ 63,400 2,653,924
EZCORP, Inc. Class A(b) ......................... 41,700 680,961
------------
4,079,320
------------

DISTRIBUTORS--1.0%
Building Materials Holding Corp. ................ 27,600 2,580,048

DIVERSIFIED COMMERCIAL SERVICES--1.3%
Coinstar, Inc.(b) ............................... 82,300 1,579,337
FTI Consulting, Inc.(b) ......................... 53,000 1,319,700
NCO Group, Inc.(b) .............................. 17,700 371,346
------------
3,270,383
------------

See Notes to Financial Statements

Phoenix Small-Cap Value Fund

SHARES VALUE
------ ------------

DRUG RETAIL--0.6%
Longs Drug Stores Corp. ......................... 34,000 $ 1,441,600

ELECTRIC UTILITIES--1.2%
Cleco Corp. ..................................... 37,100 853,300
Otter Tail Corp. ................................ 19,500 585,000
Sierra Pacific Resources(b) ..................... 111,000 1,618,380
------------
3,056,680
------------

ELECTRICAL COMPONENTS & EQUIPMENT--0.7%
Encore Wire Corp.(b) ............................ 5,200 73,320
Genlyte Group, Inc. (The)(b) .................... 35,000 1,722,350
LSI Industries, Inc. ............................ 6,500 99,710
------------
1,895,380
------------

ELECTRONIC EQUIPMENT MANUFACTURERS--1.3%
CalAmp Corp.(b) ................................. 39,600 328,284
LeCroy Corp.(b) ................................. 24,000 355,440
Paxar Corp.(b) .................................. 51,600 970,596
Rofin-Sinar Technologies, Inc.(b) ............... 50,600 1,829,190
------------
3,483,510
------------

ELECTRONIC MANUFACTURING SERVICES--0.2%
Methode Electronics, Inc. ....................... 44,400 547,008

ENVIRONMENTAL & FACILITIES SERVICES--0.1%
Layne Christensen Co.(b) ........................ 5,400 138,834
Synagro Technologies, Inc. ...................... 30,900 160,680
------------
299,514
------------

FERTILIZERS & AGRICULTURAL CHEMICALS--0.5%
Terra Industries, Inc.(b) ....................... 179,400 1,309,620

FOOD DISTRIBUTORS--0.3%
Nash Finch Co. .................................. 16,500 693,000

FOOD RETAIL--0.2%
Casey's General Stores, Inc. .................... 22,800 461,700

FOOTWEAR--0.4%
Brown Shoe Co., Inc. ............................ 27,700 991,660

GAS UTILITIES--2.3%
Energen Corp. ................................... 93,400 3,579,088
Laclede Group, Inc. (The) ....................... 5,700 184,224
Southwest Gas Corp. ............................. 12,900 353,718
UGI Corp. ....................................... 65,400 1,808,310
------------
5,925,340
------------

GENERAL MERCHANDISE STORES--0.3%
ShopKo Stores, Inc.(b) .......................... 27,700 688,899

SHARES VALUE
------ ------------

HEALTH CARE EQUIPMENT--0.5%
CONMED Corp.(b) ................................. 24,800 $ 725,648
Greatbatch, Inc.(b) ............................. 17,900 447,500
------------
1,173,148
------------

HEALTH CARE FACILITIES--1.7%
Genesis Healthcare Corp.(b) ..................... 40,200 1,612,020
LifePoint Hospitals, Inc.(b) .................... 61,800 2,810,664
------------
4,422,684
------------

HEALTH CARE SERVICES--0.2%
Res-Care, Inc.(b) ............................... 39,900 600,495

HEALTH CARE SUPPLIES--0.5%
West Pharmaceutical Services, Inc. .............. 42,800 1,213,380

HOMEBUILDING--2.7%
Beazer Homes USA, Inc. .......................... 62,400 3,896,256
Levitt Corp. Class A ............................ 16,800 418,488
Orleans Homebuilders, Inc. ...................... 19,200 435,264
Technical Olympic USA, Inc. ..................... 53,450 1,558,602
WCI Communities, Inc.(b) ........................ 25,800 778,386
------------
7,086,996
------------

HOTELS, RESORTS & CRUISE LINES--0.7%
Bluegreen Corp.(b) .............................. 96,300 1,698,732

HUMAN RESOURCES & EMPLOYMENT SERVICES--0.3%
Kforce, Inc.(b) ................................. 27,500 277,750
Volt Information Sciences, Inc.(b) .............. 20,200 458,540
------------
736,290
------------

INDEPENDENT POWER PRODUCERS & ENERGY TRADERS--0.3%
Black Hills Corp. ............................... 18,800 783,020

INDUSTRIAL MACHINERY--0.6%
Gardner Denver, Inc.(b) ......................... 25,000 1,045,500
Valmont Industries, Inc. ........................ 16,500 474,375
------------
1,519,875
------------

INTEGRATED TELECOMMUNICATION SERVICES--0.4%
CT Communications, Inc. ......................... 40,400 464,600
Talk America Holdings, Inc.(b) .................. 65,900 604,303
------------
1,068,903
------------

INTERNET SOFTWARE & SERVICES--0.5%
AsiaInfo Holdings, Inc.(b) ...................... 39,600 199,188
Digital Insight Corp.(b) ........................ 11,400 308,256
United Online, Inc. ............................. 60,800 792,224
------------
1,299,668
------------

See Notes to Financial Statements

Phoenix Small-Cap Value Fund

SHARES VALUE
------ ------------

INVESTMENT BANKING & BROKERAGE--0.8%
Investment Technology Group, Inc.(b) ............ 47,200 $ 1,295,640
Stifel Financial Corp.(b) ....................... 15,700 402,705
SWS Group, Inc. ................................. 15,800 257,382
------------
1,955,727
------------

IT CONSULTING & OTHER SERVICES--0.8%
CIBER, Inc.(b) .................................. 103,800 813,792
Perot Systems Corp. Class A(b) .................. 95,500 1,375,200
------------
2,188,992
------------

LEISURE PRODUCTS--0.5%
JAKKS Pacific, Inc.(b) .......................... 62,300 1,034,803
Steinway Musical Instruments, Inc.(b) .......... 8,500 235,025
------------
1,269,828
------------

LIFE & HEALTH INSURANCE--0.5%
UICI ............................................ 45,000 1,388,700

MARINE PORTS & SERVICES--0.1%
Interpool, Inc. ................................. 17,300 330,257

METAL & GLASS CONTAINERS--0.2%
Greif, Inc. Class A ............................. 9,000 529,650

MULTI-LINE INSURANCE--0.5%
Horace Mann Educators Corp. ..................... 65,100 1,274,658

MULTI-UTILITIES & UNREGULATED POWER--1.4%
WPS Resources Corp. ............................. 64,800 3,735,072

OIL & GAS EQUIPMENT & SERVICES--1.9%
Lufkin Industries, Inc. ......................... 15,200 701,328
Oceaneering International, Inc.(b) .............. 18,700 929,764
Offshore Logistics, Inc.(b) ..................... 8,900 322,269
Oil States International, Inc.(b) ............... 67,200 2,329,152
RPC, Inc. ....................................... 26,100 605,520
------------
4,888,033
------------

OIL & GAS EXPLORATION & PRODUCTION--4.4%
Callon Petroleum Co.(b) ......................... 29,500 545,160
Chesapeake Energy Corp. ......................... 115,000 3,635,150
Cimarex Energy Co.(b) ........................... 84,550 3,613,667
Houston Exploration Co. (The)(b) ................ 19,900 1,172,110
Newfield Exploration Co.(b) ..................... 53,400 2,521,548
------------
11,487,635
------------

OIL & GAS REFINING, MARKETING & TRANSPORTATION--1.4%
Tesoro Corp. .................................... 60,600 3,502,680

SHARES VALUE
------ ------------

OIL & GAS STORAGE & TRANSPORTATION--2.5%
General Maritime Corp. .......................... 12,500 $ 467,000
OMI Corp. ....................................... 183,900 3,518,007
Overseas Shipholding Group, Inc. ................ 31,700 1,938,455
TransMontaigne, Inc.(b) ......................... 47,000 445,090
------------
6,368,552
------------

PACKAGED FOODS & MEATS--2.1%
Chiquita Brands International, Inc. ............. 58,500 1,474,200
Gold Kist, Inc.(b) .............................. 34,600 639,408
Pilgrim's Pride Corp. ........................... 96,000 3,254,400
------------
5,368,008
------------

PAPER PACKAGING--0.1%
Rock-Tenn Co. Class A ........................... 16,900 257,556

PAPER PRODUCTS--0.3%
Buckeye Technologies, Inc.(b) ................... 7,700 67,452
Potlatch Corp. .................................. 15,200 820,800
------------
888,252
------------

PHARMACEUTICALS--1.6%
Alpharma, Inc. Class A .......................... 120,000 3,194,400
Bradley Pharmaceuticals, Inc.(b) ................ 86,100 916,104
------------
4,110,504
------------

PROPERTY & CASUALTY INSURANCE--7.2%
21st Century Insurance Group .................... 1,700 25,245
American Physicians Capital, Inc.(b) ............ 9,600 424,416
Argonaut Group, Inc.(b) ......................... 1,000 24,910
Commerce Group, Inc. (The) ...................... 9,500 554,040
LandAmerica Financial Group, Inc. ............... 58,000 3,428,960
Mercury General Corp. ........................... 56,000 3,288,880
Navigators Group, Inc. (The)(b) ................. 14,300 529,958
Ohio Casualty Corp. ............................. 22,300 563,298
ProAssurance Corp.(b) ........................... 31,600 1,391,980
RLI Corp. ....................................... 12,300 567,030
Safety Insurance Group, Inc. .................... 10,700 375,356
Selective Insurance Group, Inc. ................. 52,700 2,494,818
State Auto Financial Corp. ...................... 35,300 1,075,591
Stewart Information Services Corp. .............. 15,400 740,278
United Fire & Casualty Co. ...................... 27,800 1,145,638
Zenith National Insurance Corp. ................. 32,700 2,065,005
------------
18,695,403
------------

PUBLISHING & PRINTING--0.9%
Media General, Inc. Class A ..................... 16,100 1,059,219
Scholastic Corp.(b) ............................. 35,000 1,276,450
------------
2,335,669
------------

See Notes to Financial Statements

Phoenix Small-Cap Value Fund

SHARES VALUE
------ ------------

REAL ESTATE MANAGEMENT & DEVELOPMENT--1.0%
Jones Lang LaSalle, Inc.(b) ..................... 53,700 $ 2,649,021

REGIONAL BANKS--2.4%
BancFirst Corp. ................................. 4,400 375,100
BancorpSouth, Inc. .............................. 30,700 690,443
Capitol Bancorp Ltd. ............................ 7,400 248,344
City Holding Co. ................................ 7,200 264,384
First BanCorp ................................... 35,600 657,176
First Indiana Corp. ............................. 13,100 441,339
First Republic Bank ............................. 14,700 529,200
First State Bancorp ............................. 21,000 474,390
Southwest Bancorp, Inc. ......................... 26,000 600,860
Taylor Capital Group, Inc. ...................... 9,300 365,025
TCF Financial Corp. ............................. 56,500 1,599,515
------------
6,245,776
------------

REINSURANCE--2.0%
Arch Capital Group Ltd.(b) ...................... 46,100 2,003,045
Everest Re Group Ltd. ........................... 35,700 3,305,463
------------
5,308,508
------------

REITS--3.1%
American Home Mortgage Investment Corp. ......... 56,200 1,797,838
Arbor Realty Trust, Inc. ........................ 22,600 642,744
Ashford Hospitality Trust, Inc. ................. 52,000 597,480
Boykin Lodging Co.(b) ........................... 41,500 546,140
Commercial Net Lease Realty, Inc. ............... 2,100 41,937
Corporate Office Properties Trust ............... 14,000 487,760
Equity Inns, Inc. ............................... 50,800 652,780
FelCor Lodging Trust, Inc.(b) ................... 30,200 460,550
Innkeepers USA Trust ............................ 26,000 408,200
New Century Financial Corp. ..................... 58,500 2,514,915
------------
8,150,344
------------

RESTAURANTS--1.8%
Dave & Buster's, Inc.(b) ........................ 27,600 393,300
Jack in the Box, Inc.(b) ........................ 86,000 3,033,220
Landry's Restaurants, Inc. ...................... 18,200 531,986
Luby's Inc.(b) .................................. 50,100 658,314
------------
4,616,820
------------

SEMICONDUCTOR EQUIPMENT--2.2%
Cohu, Inc. ...................................... 27,700 676,434
Entegris, Inc.(b) ............................... 263,800 2,761,986
MKS Instruments, Inc.(b) ........................ 42,400 753,024
Photronics, Inc.(b) ............................. 78,900 1,638,753
------------
5,830,197
------------

SHARES VALUE
------ ------------

SEMICONDUCTORS--0.7%
IXYS Corp.(b) ................................... 81,300 $ 843,081
OmniVision Technologies, Inc.(b) ................ 57,700 845,882
------------
1,688,963
------------

SPECIALIZED CONSUMER SERVICES--0.2%
Alderwoods Group, Inc.(b) ....................... 40,000 643,600

SPECIALTY CHEMICALS--0.9%
Albemarle Corp. ................................. 43,300 1,572,223
Fuller (H.B.) Co. ............................... 22,600 741,506
NewMarket Corp.(b) .............................. 7,700 127,666
------------
2,441,395
------------

SPECIALTY STORES--0.3%
Movie Gallery, Inc. ............................. 30,100 541,499
Rent-Way, Inc.(b) ............................... 7,000 51,800
Trans World Entertainment Corp.(b) .............. 10,500 78,330
------------
671,629
------------

STEEL--4.2%
Carpenter Technology Corp. ...................... 5,600 311,920
Commercial Metals Co. ........................... 66,000 1,975,380
Jorgensen (Earle M.) Co.(b) ..................... 58,700 599,914
Quanex Corp. .................................... 13,900 854,989
Reliance Steel & Aluminum Co. ................... 74,700 3,585,600
Ryerson Tull, Inc. .............................. 58,200 1,195,428
Schnitzer Steel Industries, Inc. Class A ........ 25,300 723,580
Steel Dynamics, Inc. ............................ 50,600 1,595,418
------------
10,842,229
------------

SYSTEMS SOFTWARE--1.6%
Internet Security Systems, Inc.(b) .............. 115,600 2,626,432
Phoenix Technologies Ltd.(b) .................... 4,900 36,603
Sybase, Inc.(b) ................................. 70,000 1,563,100
------------
4,226,135
------------

TECHNOLOGY DISTRIBUTORS--0.8%
Agilysys, Inc. .................................. 18,200 326,690
Anixter International, Inc.(b) .................. 40,900 1,561,562
Bell Microproducts, Inc.(b) ..................... 6,700 67,871
------------
1,956,123
------------

THRIFTS & MORTGAGE FINANCE--3.8%
Accredited Home Lenders Holding Co.(b) .......... 35,300 1,414,118
Anchor BanCorp Wisconsin, Inc. .................. 36,600 1,115,202
BankAtlantic Bancorp, Inc. Class A .............. 77,700 1,324,785
Corus Bankshares, Inc. .......................... 12,300 715,737
Downey Financial Corp. .......................... 22,700 1,438,726

See Notes to Financial Statements

Phoenix Small-Cap Value Fund

SHARES VALUE
------ ------------

THRIFTS & MORTGAGE FINANCE--CONTINUED
Federal Agricultural Mortgage Corp. Class C ..... 9,100 $ 212,576
First Financial Holdings, Inc. .................. 11,100 344,211
FirstFed Financial Corp.(b) ..................... 19,500 1,122,225
ITLA Capital Corp.(b) ........................... 5,300 284,875
TierOne Corp. ................................... 21,000 592,620
W Holding Co., Inc. ............................. 133,600 1,319,968
------------
9,885,043
------------

TOBACCO--0.1%
Alliance One International, Inc. ................ 72,200 288,800

TRADING COMPANIES & DISTRIBUTORS--0.5%
Applied Industrial Technologies, Inc. ........... 3,600 129,276
GATX Corp. ...................................... 20,500 830,865
Rush Enterprises, Inc. Class A(b) ............... 23,700 378,963
------------
1,339,104
------------

TRUCKING--0.9%
Celadon Group, Inc.(b) .......................... 13,400 274,298
Swift Transportation Co., Inc.(b) ............... 79,500 1,585,230
USA Truck, Inc.(b) .............................. 20,800 500,656
------------
2,360,184
------------

WATER UTILITIES--0.0%
Southwest Water Co. ............................. 6,300 83,727

- --------------------------------------------------------------------------------
TOTAL DOMESTIC COMMON STOCKS
(IDENTIFIED COST $193,467,376) 256,174,942
- --------------------------------------------------------------------------------

FOREIGN COMMON STOCKS(C)--0.1%

THRIFTS & MORTGAGE FINANCE--0.1%
R-G Financial Corp. Class B (United States) ..... 24,300 367,659

- --------------------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $376,322) 367,659
- --------------------------------------------------------------------------------
TOTAL LONG TERM INVESTMENTS--99.0%
(IDENTIFIED COST $193,843,698) 256,542,601
- --------------------------------------------------------------------------------

PAR
VALUE
(000) VALUE
------ ------------

SHORT-TERM INVESTMENTS--1.3%

COMMERCIAL PAPER--1.3%
CAFCO LLC 3.54%, 9/1/05.......................... $1,710 $ 1,710,000
Alpine Securitization Corp. 3.53%, 9/12/05 ...... 1,575 1,573,301

- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS
(IDENTIFIED COST $3,283,301) 3,283,301
- --------------------------------------------------------------------------------

TOTAL INVESTMENTS--100.3%
(IDENTIFIED COST $197,126,999) 259,825,902(a)
Other assets and liabilities, net--(0.3)% (655,694)
------------
NET ASSETS--100.0% $259,170,208
============

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $64,365,633 and gross
depreciation of $2,363,644 for federal income tax purposes. At August 31,
2005, the aggregate cost of securities for federal income tax purposes was
$197,823,913.
(b) Non-income producing.
(c) Foreign common stocks are determined based on the country in which the
security is issued. The country of risk is determined based on criteria
described in Note 2G "Foreign security country determination" in the Notes
to Financial Statements.
(d) Table excludes short-term investments.

See Notes to Financial Statements

Phoenix Small-Cap Value Fund

STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 2005

ASSETS
Investment securities at value
(Identified cost $197,126,999) $259,825,902
Cash 4,062
Receivables
Dividends 179,060
Fund shares sold 59,526
Prepaid expenses 21,179
------------
Total assets 260,089,729
------------
LIABILITIES
Payables
Fund shares repurchased 414,626
Investment advisory fee 183,007
Distribution and service fees 125,918
Transfer agent fee 104,118
Financial agent fee 14,513
Trustees' fee 3,485
Accrued expenses 73,854
------------
Total liabilities 919,521
------------
NET ASSETS $259,170,208
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest $177,978,861
Accumulated net realized gain 18,492,444
Net unrealized appreciation 62,698,903
------------
NET ASSETS $259,170,208
============

CLASS A
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $147,131,905) 7,566,008
Net asset value per share $19.45
Offering price per share $19.45/(1-5.75%) $20.64

CLASS B
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $42,080,891) 2,303,937
Net asset value and offering price per share $18.26

CLASS C
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $69,957,412) 3,830,421
Net asset value and offering price per share $18.26

STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 2005

INVESTMENT INCOME
Dividends $ 3,034,443
Interest 120,175
Foreign taxes withheld (10,103)
-----------
Total investment income 3,144,515
-----------
EXPENSES
Investment advisory fee 2,296,372
Service fees, Class A 344,310
Distribution and service fees, Class B 450,020
Distribution and service fees, Class C 724,264
Financial agent fee 177,826
Transfer agent 571,362
Printing 73,444
Custodian 48,991
Registration 48,111
Professional 42,919
Trustees 41,037
Miscellaneous 39,687
-----------
Total expenses 4,858,343
Less expenses reimbursed by investment adviser (404,895)
Custodian fees paid indirectly (600)
-----------
Net expenses 4,452,848
-----------
NET INVESTMENT LOSS (1,308,333)
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on investments 23,665,069
Net change in unrealized appreciation (depreciation) on
investments 40,989,811
-----------
NET GAIN ON INVESTMENTS 64,654,880
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $63,346,547
===========

See Notes to Financial Statements

Phoenix Small-Cap Value Fund

STATEMENT OF CHANGES IN NET ASSETS

Year Ended Year Ended
August 31, 2005 August 31, 2004
--------------- ---------------

FROM OPERATIONS
Net investment income (loss) $ (1,308,333) $ (1,576,853)
Net realized gain (loss) 23,665,069 31,977,139
Net change in unrealized appreciation (depreciation) 40,989,811 (12,159,429)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 63,346,547 18,240,857
------------ ------------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (1,517,141 and 1,143,420 shares, respectively) 26,966,994 17,037,857
Net asset value of shares issued in conjunction with Plan of Reorganization
(0 and 4,064,701 shares, respectively) (See Note 11) -- 62,404,841
Cost of shares repurchased (2,183,066 and 2,699,594 shares, respectively) (38,281,398) (40,395,840)
------------ ------------
Total (11,314,404) 39,046,858
------------ ------------
CLASS B
Proceeds from sales of shares (113,665 and 175,854 shares, respectively) 1,904,955 2,462,509
Net asset value of shares issued in conjunction with Plan of Reorganization
(0 and 462,034 shares, respectively) (See Note 11) -- 6,731,032
Cost of shares repurchased (878,516 and 750,989 shares, respectively) (14,704,416) (10,596,886)
------------ ------------
Total (12,799,461) (1,403,345)
------------ ------------
CLASS C
Proceeds from sales of shares (88,988 and 301,430 shares, respectively) 1,485,601 4,226,723
Net asset value of shares issued in conjunction with Plan of Reorganization
(0 and 1,970,027 respectively) (See Note 11) -- 28,697,143
Cost of shares repurchased (1,254,224 and 1,307,554 shares, respectively) (20,810,655) (18,583,831)
------------ ------------
Total (19,325,054) 14,340,035
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS (43,438,919) 51,983,548
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS 19,907,628 70,224,405

NET ASSETS
Beginning of period 239,262,580 169,038,175
------------ ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $0
AND $0, RESPECTIVELY) $259,170,208 $239,262,580
============ ============

See Notes to Financial Statements

Phoenix Small-Cap Value Fund

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

CLASS A
----------------------------------------------------------
YEAR ENDED AUGUST 31
----------------------------------------------------------
2005 2004 2003 2002 2001

Net asset value, beginning of period $15.08 $13.42 $11.30 $12.72 $17.90
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) (0.03) (0.06) --(3) (0.01) (0.05)
Net realized and unrealized gain (loss) 4.40 1.72 2.12 (1.39) (2.34)
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 4.37 1.66 2.12 (1.40) (2.39)
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Distributions from net realized gains -- -- -- (0.02) (2.79)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS -- -- -- (0.02) (2.79)
------ ------ ------ ------ ------
Change in net asset value 4.37 1.66 2.12 (1.42) (5.18)
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $19.45 $15.08 $13.42 $11.30 $12.72
====== ====== ====== ====== ======
Total return(2) 28.98 % 12.37 % 18.76% (11.02)% (14.24)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $147,132 $124,165 $76,783 $83,005 $88,174

RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 1.40 % 1.40 % 1.40% 1.40 % 1.40 %
Gross operating expenses 1.56 % 1.57 % 1.71% 1.64 % 1.58 %
Net investment income (loss) (0.17)% (0.38)% 0.04% (0.11)% (0.39)%
Portfolio turnover 102 % 150 % 241% 123 % 229 %

CLASS B
----------------------------------------------------------
YEAR ENDED AUGUST 31
----------------------------------------------------------
2005 2004 2003 2002 2001

Net asset value, beginning of period $14.27 $12.79 $10.85 $12.31 $17.54
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) (0.15) (0.16) (0.08) (0.10) (0.16)
Net realized and unrealized gain (loss) 4.14 1.64 2.02 (1.34) (2.28)
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 3.99 1.48 1.94 (1.44) (2.44)
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Distributions from net realized gains -- -- -- (0.02) (2.79)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS -- -- -- (0.02) (2.79)
------ ------ ------ ------ ------
Change in net asset value 3.99 1.48 1.94 (1.46) (5.23)
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $18.26 $14.27 $12.79 $10.85 $12.31
====== ====== ====== ====== ======
Total return(2) 27.96 % 11.57 % 17.88 % (11.72)% (14.89)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $42,081 $43,801 $40,696 $40,382 $40,270

RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 2.15 % 2.15 % 2.15 % 2.15 % 2.15 %
Gross operating expenses 2.31 % 2.33 % 2.46 % 2.39 % 2.33 %
Net investment income (loss) (0.91)% (1.15)% (0.71)% (0.86)% (1.14)%
Portfolio turnover 102 % 150 % 241 % 123 % 229 %

<FN>
(1) Computed using average shares outstanding.
(2) Sales charges are not reflected in total return calculation.
(3) Amount is less than $0.01.
</FN>

17
See Notes to Financial Statements

Phoenix Small-Cap Value Fund

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

CLASS C
----------------------------------------------------------
YEAR ENDED AUGUST 31
----------------------------------------------------------
2005 2004 2003 2002 2001

Total return(2) 27.96 % 11.57 % 17.88 % (11.72)% (14.89)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $69,957 $71,296 $51,559 $49,201 $45,450

RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 2.15 % 2.15 % 2.15 % 2.15 % 2.15 %
Gross operating expenses 2.31 % 2.32 % 2.46 % 2.39 % 2.33 %
Net investment income (loss) (0.91)% (1.14)% (0.72)% (0.86)% (1.14)%
Portfolio turnover 102 % 150 % 241 % 123 % 229 %

<FN>
(1) Computed using average shares outstanding.
(2) Sales charges are not reflected in total return calculation.
</FN>

18
See Notes to Financial Statements

PHOENIX VALUE EQUITY FUND

A DISCUSSION WITH THE FUND'S PORTFOLIO MANAGEMENT TEAM

EFFECTIVE OCTOBER 3, 2005, ACADIAN ASSET MANAGEMENT, INC. REPLACED ENGEMANN
ASSET MANAGEMENT AS SUBADVISER FOR THE PHOENIX VALUE EQUITY FUND. IN THE
FOLLOWING COMMENTARY, ENGEMANN ASSET MANAGEMENT ADDRESSES QUESTIONS ABOUT THE
FUND'S PAST PERFORMANCE, AND ACADIAN ASSET MANAGEMENT CONCLUDES WITH ITS MARKET
OUTLOOK FOR THE MONTHS AHEAD.

Q: WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

A: The Phoenix Value Equity Fund's primary investment objective is to seek
capital appreciation. The Fund's secondary investment objective is to seek
current income. There is no guarantee that the Fund will achieve its objective.

Q: HOW DID THE FUND PERFORM OVER THE 12 MONTHS ENDED AUGUST 31, 2005?

A: For the fiscal year ended August 31, 2005, the Fund's Class A shares returned
12.78%, Class B shares returned 11.96%, and Class C shares returned 11.95%. For
the same period, the S&P 500(R) Index returned 12.55% and the Fund's
style-specific benchmark, the Russell 1000(R) Value Index, returned 16.86%. All
performance figures assume reinvestment of distributions and exclude the effect
of sales charges. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS AND CURRENT
PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE CITED.

Q: LOOKING BACK OVER THE LAST 12 MONTHS, HOW WOULD YOU CHARACTERIZE THE MARKET
ENVIRONMENT FOR INVESTORS?

A: For the twelve months ended August 31, 2005, the market environment was
favorable due to significant earnings growth powered by strong economic growth,
and the continuation of a favorable interest rate environment. During this
period, the main concerns for the market were rising commodity prices and
interest rates. In particular, the price of oil continued to rise significantly
- -- exceeding $60 a barrel -- driven by strong demand in Asia and investor
speculation. As economic strength continued, the Federal Reserve continued to
raise interest rates. Rising interest rates generally have a negative effect on
market valuations, however, modest valuations and strong earnings growth
resulted in excellent stock market returns during the Fund's fiscal year.

Q: WHAT FACTORS CONTRIBUTED TO THE FUND'S PERFORMANCE DURING THE REPORTING
PERIOD?

A: The Fund's Class A shares underperformed the Russell 1000 Value Index by
4.08% during the past 12 months due mainly to a negative bet on energy stocks.
As oil prices rose throughout the year, energy stocks were among the best
performers in the market. The S&P 500 Energy Sector Index rose from 256 on
August 31, 2004 to 381 one year later. The Fund's relative lack of oil stocks
hurt performance significantly. In addition, the Fund's relative style tends to
fall somewhere between the Russell 1000 Value Index and the S&P 500 Index. As a
result, the Fund tends to outperform when the S&P 500 Index outperforms the
Russell 1000 Value Index, and to underperform when the Russell 1000 Value Index
dominates. During the past 12 months, the Russell 1000 Value Index returned
16.86% versus the S&P 500 Index return of 12.55%.

Q: WHAT IS YOUR ECONOMIC AND MARKET OUTLOOK FOR THE NEXT SIX TO 12 MONTHS?

A: Acadian Asset Management became the Fund's new subadviser on October 3, 2005.
Acadian's view of the U.S. market outlook is neutral relative to that of the
overall equity markets, and its forecasts for the

Phoenix Value Equity Fund (continued)

energy, banking and finance sectors are currently among the most positive. As of
this writing, however, it remains to be seen how severely the destruction left
in the wake of Hurricane Katrina will impact the previously resilient economy.
Katrina's effects on economic indicators such as employment, retail sales and
industrial production won't be fully assimilated until later in the fall.
However, it seems increasingly likely that the negative impact on growth will be
short term, and the reconstruction effort that follows will be a source of
economic stimulus.

Short-term impacts are expected to include higher energy costs, price pressures
in other areas, particularly in the staples and services sector, and reduced
economic activity. Although the affected region accounts for only about 2% of
the country's GDP, associated effects would include trade curtailments from the
port of New Orleans shutdown and any impact on consumer confidence.
Additionally, higher budget deficits are expected from the costs of rebuilding
the infrastructure and providing relief to those displaced by the disaster.
Longer-term impacts are likely to be seen in the form of higher energy costs,
which will remain stickier than otherwise, in addition to increased volatility
in the U.S. stock market, which will likely be transmitted via increased energy
price volatility and uncertainties about U.S. economic prospects. There is also
an increased risk that the U.S. economy will be tipped into a slowdown or
recession in late 2005 and into 2006, although a boost due to reconstruction
activity should be underway by the end of the first quarter. Given the expected
slowdown, there is a higher probability that the Fed's period of tightening is
in the latter stage. Depending on the scale of the possible recession, there
could be the added potential of a bursting housing bubble and unknown systemic
credit risks.

We continue to advocate a position in which a broadly diversified portfolio
seeks the best stocks across the U.S. equity market and focuses not only on
valuation, but also on financial health and long-term growth potential.

SEPTEMBER 2005

THE PRECEDING INFORMATION IS THE OPINION OF PORTFOLIO MANAGEMENT. PAST
PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, AND THERE IS NO GUARANTEE THAT
MARKET FORECASTS WILL BE REALIZED.

FOR DEFINITIONS OF THE INDEXES CITED AND CERTAIN INVESTMENT TERMS USED IN THIS
REPORT, SEE THE GLOSSARY ON PAGE 3.

Phoenix Value Equity Fund

- --------------------------------------------------------------------------------
TOTAL RETURNS 1 PERIODS ENDING 8/31/05
- --------------------------------------------------------------------------------

INCEPTION INCEPTION
1 YEAR 5 YEARS TO 8/31/05 DATE
------ ------- ---------- ---------
Class A Shares at NAV (2) 12.78% 0.48% 5.76% 11/5/97
Class A Shares at POP (3) 6.30 (0.70) 4.96 11/5/97
Class B Shares at NAV (2) 11.96 (0.26) 4.97 11/5/97
Class B Shares with CDSC (4) 7.96 (0.26) 4.97 11/5/97
Class C Shares at NAV (2) 11.95 (0.26) 4.98 11/5/97
Class C Shares with CDSC (4) 11.95 (0.26) 4.98 11/5/97
S&P 500(R) Index 12.55 (2.71) 4.95 11/5/97
Russell 1000(R) Value Index 16.86 5.66 7.44 11/5/97

1 TOTAL RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE AND THE
REINVESTMENT OF BOTH DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS.

2 "NAV" (NET ASSET VALUE) TOTAL RETURNS DO NOT INCLUDE THE EFFECT OF ANY SALES
CHARGE.

3 "POP" (PUBLIC OFFERING PRICE) TOTAL RETURNS INCLUDE THE EFFECT OF THE MAXIMUM
FRONT-END 5.75% SALES CHARGE.

This Growth of $10,000 chart assumes an initial investment of $10,000 made on
11/5/97 (inception of the Fund) in Class A, Class B and Class C shares. The
total return for Class A shares reflects the maximum sales charge of 5.75% on
the initial investment. The total return for Class B shares reflects the CDSC
charges which decline from 5% to 0% over a five year period. The total return
for Class C shares reflects the CDSC charges which are 1% in the first year and
0% thereafter. Performance assumes dividends and capital gains are reinvested.

[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA USED IN PRINTED GRAPHIC AS FOLLOWS:

Phoenix Phoenix Phoenix
Value Equity Value Equity Value Equity
Fund Fund Fund S&P 500(R) Russell 1000(R)
Class A Class B Class C Index Value Index
---------- ------------ ------------ ---------- ---------------

11/4/97 $ 9,425 $10,000 $10,000 $10,000 $10,000
8/31/98 8,456 8,908 8,914 10,286 9,831
8/31/99 11,491 12,031 12,027 14,388 12,788
8/31/00 14,261 14,808 14,813 16,747 13,320
8/31/01 13,305 13,709 13,715 12,662 13,171
8/31/02 11,313 11,575 11,581 10,383 11,441
8/31/03 12,140 12,320 12,330 11,638 12,771
8/31/04 12,955 13,053 13,063 12,971 15,008
8/31/05 14,610 14,615 14,624 14,598 17,538

For information regarding the indexes, see the glossary on page 3.

Phoenix Value Equity Fund

ABOUT YOUR FUND'S EXPENSES

We believe it is important for you to understand the impact of costs on your
investment. All mutual funds have operating expenses. As a shareholder of the
Value Equity Fund, you incur two types of costs: (1) transaction costs,
including sales charges on purchases of Class A shares and contingent deferred
sales charges on Class B and Class C shares; and (2) ongoing costs, including
investment advisory fees; distribution and service fees; and other expenses.
These examples are intended to help you understand your ongoing costs (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. These examples are based on an
investment of $1,000 invested at the beginning of the period and held for the
entire six-month period.

ACTUAL EXPENSES

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

Beginning Ending Expenses Paid
Value Equity Fund Account Value Account Value During
Class A February 28, 2005 August 31, 2005 Period*
-------------------- ----------------- --------------- -------------
Actual $1,000.00 $1,011.90 $6.34
Hypothetical (5% return
before expenses) 1,000.00 1,018.82 6.38

* EXPENSES ARE EQUAL TO THE FUND'S CLASS A ANNUALIZED EXPENSE RATIO OF 1.25%,
WHICH IS NET OF WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED
BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS
IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE
ONE-HALF YEAR PERIOD.

ACTUAL RETURN AS CALCULATED IN THE ABOVE TABLE IS BASED ON THE FUND'S CLASS A
RETURN FOR THE PAST SIX MONTHS. WHILE REQUIRED TO BE PRESENTED IN THIS FORMAT,
IT IS NOT THE CLASS' ACTUAL CLASS RETURN FOR THE YEAR ENDED AUGUST 31, 2005.
THE CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR ENDED WAS 12.78%.
UTILIZING THIS 12 MONTH RETURN YIELDS AN ACCOUNT VALUE AT AUGUST 31, 2005 OF
$1,127.80.

Beginning Ending Expenses Paid
Value Equity Fund Account Value Account Value During
Class B February 28, 2005 August 31, 2005 Period*
-------------------- ----------------- --------------- -------------
Actual $1,000.00 $1,007.70 $10.12
Hypothetical (5% return
before expenses) 1,000.00 1,015.00 10.21

* EXPENSES ARE EQUAL TO THE FUND'S CLASS B ANNUALIZED EXPENSE RATIO OF 2.00%,
WHICH IS NET OF WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED
BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS
IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE
ONE-HALF YEAR PERIOD.

ACTUAL RETURN AS CALCULATED IN THE ABOVE TABLE IS BASED ON THE FUND'S CLASS B
RETURN FOR THE PAST SIX MONTHS. WHILE REQUIRED TO BE PRESENTED IN THIS FORMAT,
IT IS NOT THE CLASS' ACTUAL CLASS RETURN FOR THE YEAR ENDED AUGUST 31, 2005.
THE CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR ENDED WAS 11.96%.
UTILIZING THIS 12 MONTH RETURN YIELDS AN ACCOUNT VALUE AT AUGUST 31, 2005 OF
$1,119.60.

Beginning Ending Expenses Paid
Value Equity Fund Account Value Account Value During
Class C February 28, 2005 August 31, 2005 Period*
-------------------- ----------------- --------------- -------------
Actual $1,000.00 $1,007.70 $10.12
Hypothetical (5% return
before expenses) 1,000.00 1,015.00 10.21

* EXPENSES ARE EQUAL TO THE FUND'S CLASS C ANNUALIZED EXPENSE RATIO OF 2.00%,
WHICH IS NET OF WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED
BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS
IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE
ONE-HALF YEAR PERIOD.

ACTUAL RETURN AS CALCULATED IN THE ABOVE TABLE IS BASED ON THE FUND'S CLASS C
RETURN FOR THE PAST SIX MONTHS. WHILE REQUIRED TO BE PRESENTED IN THIS FORMAT,
IT IS NOT THE CLASS' ACTUAL CLASS RETURN FOR THE YEAR ENDED AUGUST 31, 2005.
THE CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR ENDED WAS 11.95%.
UTILIZING THIS 12 MONTH RETURN YIELDS AN ACCOUNT VALUE AT AUGUST 31, 2005 OF
$1,119.50.

Phoenix Value Equity Fund

- --------------------------------------------------------------------------------
TEN LARGEST HOLDINGS AT AUGUST 31, 2005 (AS A PERCENTAGE OF NET ASSETS)(D)
- --------------------------------------------------------------------------------
1. Exxon Mobil Corp. 6.2%
2. General Electric Co. 5.3%
3. Bank of America Corp. 4.6%
4. Jacobs Engineering Group, Inc. 4.1%
5. JPMorgan Chase & Co. 3.2%
6. Wachovia Corp. 3.1%
7. McDonald's Corp. 3.0%
8. Merrill Lynch & Co., Inc. 2.9%
9. CVS Corp. 2.7%
10. Wells Fargo & Co. 2.7%
- --------------------------------------------------------------------------------

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

SECTOR WEIGHTINGS 8/31/05
- --------------------------------------------------------------------------------
As a percentage of total investments

[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA USED IN PRINTED GRAPHIC AS FOLLOWS:

Financials 28%
Industrials 20
Energy 10
Consumer Staples 9
Health Care 8
Consumer Discretionary 8
Information Technology 4
Other 13

SCHEDULE OF INVESTMENTS
AUGUST 31, 2005

SHARES VALUE
------ ------------

DOMESTIC COMMON STOCKS--94.4%

ADVERTISING--0.5%
Omnicom Group, Inc. ............................. 3,200 $ 257,408

AEROSPACE & DEFENSE--2.0%
United Technologies Corp. ....................... 19,900 995,000

AIR FREIGHT & COURIERS--1.0%
FedEx Corp. ..................................... 6,000 488,640

ASSET MANAGEMENT & CUSTODY BANKS--2.0%
Mellon Financial Corp. .......................... 30,200 979,990

AUTOMOTIVE RETAIL--1.2%
Pantry, Inc. (The)(b) ........................... 16,700 599,363

BROADCASTING & CABLE TV--1.2%
Comcast Corp. Special Class A(b) ................ 19,600 591,528

COMMUNICATIONS EQUIPMENT--1.4%
Cisco Systems, Inc.(b) .......................... 40,900 720,658

COMPUTER HARDWARE--2.0%
International Business Machines Corp. ........... 12,500 1,007,750

SHARES VALUE
------ ------------

CONSTRUCTION & ENGINEERING--5.5%
Jacobs Engineering Group, Inc.(b) ............... 32,900 $ 2,052,960
URS Corp.(b) .................................... 18,500 697,080
------------
2,750,040
------------

CONSUMER FINANCE--1.2%
MBNA Corp. ...................................... 24,200 609,840

DIVERSIFIED BANKS--10.4%
Bank of America Corp. ........................... 53,716 2,311,399
Wachovia Corp. .................................. 31,700 1,572,954
Wells Fargo & Co. ............................... 22,300 1,329,526
------------
5,213,879
------------

DIVERSIFIED CHEMICALS--1.2%
Du Pont (E.I.) de Nemours & Co. ................. 15,700 621,249

DIVERSIFIED COMMERCIAL SERVICES--1.4%
Adesa, Inc. ..................................... 29,900 681,720

DRUG RETAIL--2.7%
CVS Corp. ....................................... 45,300 1,330,461

23
See Notes to Financial Statements

SHARES VALUE
------ ------------

ELECTRIC UTILITIES--1.3%
FPL Group, Inc. ................................. 15,400 $ 663,586

ELECTRICAL COMPONENTS & EQUIPMENT--1.2%
Emerson Electric Co. ............................ 8,600 578,608

FOOTWEAR--0.8%
NIKE, Inc. Class B .............................. 5,300 418,223

HEALTH CARE EQUIPMENT--3.9%
Beckman Coulter, Inc. ........................... 4,500 251,055
Fisher Scientific International, Inc.(b) ........ 18,300 1,179,984
Thermo Electron Corp.(b) ........................ 19,100 532,890
------------
1,963,929
------------

HEALTH CARE FACILITIES--1.2%
HCA, Inc. ....................................... 12,000 591,600

HOUSEHOLD PRODUCTS--3.8%
Colgate-Palmolive Co. ........................... 13,600 714,000
Procter & Gamble Co. (The) ...................... 14,900 826,652
Spectrum Brands, Inc.(b) ........................ 13,700 385,655
------------
1,926,307
------------

HUMAN RESOURCES & EMPLOYMENT SERVICES--2.5%
Manpower, Inc. .................................. 27,900 1,257,174

INDUSTRIAL CONGLOMERATES--5.3%
General Electric Co. ............................ 78,400 2,635,024

INTEGRATED OIL & GAS--6.9%
Chevron Corp. ................................... 5,400 331,560
Exxon Mobil Corp. ............................... 52,100 3,120,790
------------
3,452,350
------------

INTEGRATED TELECOMMUNICATION SERVICES--3.9%
SBC Communications, Inc. ........................ 38,800 934,304
Verizon Communications, Inc. .................... 30,400 994,384
------------
1,928,688
------------

INVESTMENT BANKING & BROKERAGE--2.9%
Merrill Lynch & Co., Inc. ....................... 25,700 1,469,012

LIFE & HEALTH INSURANCE--1.9%
Prudential Financial, Inc. ...................... 15,000 965,550

MANAGED HEALTH CARE--2.1%
WellPoint, Inc.(b) .............................. 13,900 1,032,075

MOVIES & ENTERTAINMENT--1.2%
Walt Disney Co. (The) ........................... 24,600 619,674

SHARES VALUE
------ ------------

MULTI-UTILITIES & UNREGULATED POWER--1.9%
PG&E Corp. ...................................... 25,900 $ 971,768

OIL & GAS DRILLING--1.3%
Patterson-UTI Energy, Inc. ...................... 19,900 676,998

OIL & GAS EQUIPMENT & SERVICES--0.8%
Baker Hughes, Inc. .............................. 6,900 405,375

OIL & GAS EXPLORATION & PRODUCTION--0.8%
Anadarko Petroleum Corp. ........................ 4,300 390,741

OTHER DIVERSIFIED FINANCIAL SERVICES--4.3%
Citigroup, Inc. ................................. 12,200 533,994
JPMorgan Chase & Co. ............................ 47,500 1,609,775
------------
2,143,769
------------

PACKAGED FOODS & MEATS--1.1%
Heinz (H.J.) Co. ................................ 14,900 535,208

PHARMACEUTICALS--1.0%
Johnson & Johnson ............................... 8,100 513,459

PROPERTY & CASUALTY INSURANCE--1.2%
St. Paul Travelers Cos., Inc. (The) ............. 13,592 584,592

RAILROADS--0.6%
Norfolk Southern Corp. .......................... 8,100 288,441

REITS--4.6%
American Financial Realty Trust ................. 17,300 245,487
Digital Realty Trust, Inc. ...................... 56,700 1,078,434
GMH Communities Trust ........................... 45,900 674,730
HRPT Properties Trust ........................... 23,000 294,400
------------
2,293,051
------------

RESTAURANTS--3.0%
McDonald's Corp. ................................ 46,200 1,499,190

SOFT DRINKS--1.2%
Coca-Cola Co. (The) ............................. 14,200 624,800

- --------------------------------------------------------------------------------
TOTAL DOMESTIC COMMON STOCKS
(IDENTIFIED COST $40,111,455) 47,276,718
- --------------------------------------------------------------------------------

FOREIGN COMMON STOCKS(c)--1.1%

APPLICATION SOFTWARE--0.8%
Amdocs Ltd. (United States)(b) .................. 13,600 399,160

MARINE--0.3%
Diana Shipping, Inc. (Greece) ................... 11,800 165,318
- --------------------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $548,265) 564,478
- --------------------------------------------------------------------------------

24
See Notes to Financial Statements

SHARES VALUE
------ ------------

EXCHANGE TRADED FUNDS--1.1%

iShares Russell 1000 Value Index Fund ........... 7,700 $ 526,372

- --------------------------------------------------------------------------------
TOTAL EXCHANGE TRADED FUNDS
(IDENTIFIED COST $528,227) 526,372
- --------------------------------------------------------------------------------
TOTAL LONG TERM INVESTMENTS--96.6%
(IDENTIFIED COST $41,187,947) 48,367,568
- --------------------------------------------------------------------------------

PAR
VALUE
(000)
-------

SHORT-TERM INVESTMENTS--3.7%

COMMERCIAL PAPER--3.7%
CAFCO LLC 3.54%, 9/1/05 ......................... $ 1,825 1,825,000
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS
(IDENTIFIED COST $1,825,000) 1,825,000
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS--100.3%
(IDENTIFIED COST $43,012,947) 50,192,568(a)

Other assets and liabilities, net--(0.3)% (129,783)
-----------
NET ASSETS--100.0% $50,062,785
===========

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $7,585,420 and gross
depreciation of $633,937 for federal income tax purposes. At August 31,
2005, the aggregate cost of securities for federal income tax purposes was
$43,241,085.
(b) Non-income producing.
(c) Foreign common stocks are determined based on the country in which the
security is issued. The country of risk is determined based on criteria
described in Note 2G "Foreign security country determination" in the Notes
to Financial Statements.
(d) Table excludes short-term investments.

25
See Notes to Financial Statements

Phoenix Value Equity Fund

STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 2005

ASSETS
Investment securities at value
(Identified cost $43,012,947) $ 50,192,568
Cash 1,718
Receivables
Dividends 102,402
Fund shares sold 17,261
Prepaid expenses 9,381
------------
Total assets 50,323,330
------------
LIABILITIES
Payables
Fund shares repurchased 133,834
Professional fee 32,153
Transfer agent fee 28,312
Distribution and service fees 24,947
Investment advisory fee 13,887
Financial agent fee 5,288
Trustees' fee 3,485
Accrued expenses 18,639
------------
Total liabilities 260,545
------------
NET ASSETS $ 50,062,785
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest $ 57,131,379
Undistributed net investment income 273,202
Accumulated net realized loss (14,521,417)
Net unrealized appreciation 7,179,621
------------
NET ASSETS $ 50,062,785
============

CLASS A
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $28,406,663) 2,089,697
Net asset value per share $13.59
Offering price per share $13.59/(1-5.75%) $14.42

CLASS B
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $12,118,274) 931,263
Net asset value and offering price per share $13.01

CLASS C
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $9,537,848) 732,513
Net asset value and offering price per share $13.02

STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 2005

INVESTMENT INCOME
Dividends $1,151,380
Interest 39,214
----------
Total investment income 1,190,594
----------
EXPENSES
Investment advisory fee 426,452
Service fees, Class A 79,359
Distribution and service fees, Class B 131,421
Distribution and service fees, Class C 119,747
Financial agent fee 65,369
Transfer agent 146,833
Trustees 41,037
Registration 38,161
Professional 38,155
Printing 34,145
Custodian 15,522
Miscellaneous 24,542
----------
Total expenses 1,160,743
Less expenses reimbursed by investment adviser (261,612)
----------
Net expenses 899,131
----------
NET INVESTMENT INCOME 291,463
----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on investments 4,401,246
Net change in unrealized appreciation (depreciation) on
investments 2,141,924
----------
NET GAIN ON INVESTMENTS 6,543,170
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $6,834,633
==========

26
See Notes to Financial Statements

Phoenix Value Equity Fund

STATEMENT OF CHANGES IN NET ASSETS

Year Ended Year Ended
August 31, 2005 August 31, 2004
--------------- ---------------

FROM OPERATIONS
Net investment income (loss) $ 291,463 $ 14,739
Net realized gain (loss) 4,401,246 6,012,009
Net change in unrealized appreciation (depreciation) 2,141,924 (1,758,372)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 6,834,633 4,268,376
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income, Class A -- (123,233)
Net investment income, Class B -- (30,551)
Net investment income, Class C -- (28,415)
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS -- (182,199)
------------ ------------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (274,618 and 614,291 shares, respectively) 3,623,573 7,356,934
Net asset value of shares issued from reinvestment of distributions
(0 and 10,049 shares, respectively) -- 118,886
Cost of shares repurchased (911,003 and 1,192,023 shares, respectively) (12,004,860) (14,324,559)
------------ ------------
Total (8,381,287) (6,848,739)
------------ ------------
CLASS B
Proceeds from sales of shares (97,568 and 145,182 shares, respectively) 1,235,635 1,682,300
Net asset value of shares issued from reinvestment of distributions
(0 and 2,377 shares, respectively) -- 27,241
Cost of shares repurchased (305,879 and 496,749 shares, respectively) (3,883,593) (5,708,222)
------------ ------------
Total (2,647,958) (3,998,681)
------------ ------------
CLASS C
Proceeds from sales of shares (49,854 and 248,897 shares, respectively) 637,616 2,920,735
Net asset value of shares issued from reinvestment of distributions
(0 and 2,239 shares, respectively) -- 25,685
Cost of shares repurchased (457,829 and 511,506 shares, respectively) (5,752,878) (5,893,378)
------------ ------------
Total (5,115,262) (2,946,958)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS (16,144,507) (13,794,378)
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS (9,309,874) (9,708,201)

NET ASSETS
Beginning of period 59,372,659 69,080,860
------------ ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME
OF $273,202 AND $0 RESPECTIVELY) $ 50,062,785 $ 59,372,659
============ ============

27
See Notes to Financial Statements

Phoenix Value Equity Fund

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

CLASS A
----------------------------------------------------------
YEAR ENDED AUGUST 31
----------------------------------------------------------
2005 2004 2003 2002 2001

Net asset value, beginning of period $12.05 $11.33 $10.64 $12.76 $15.03
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) 0.11 0.04 0.11 0.08 0.08
Net realized and unrealized gain (loss) 1.43 0.72 0.66 (1.97) (0.93)
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 1.54 0.76 0.77 (1.89) (0.85)
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- (0.04) (0.08) (0.08) --
Distributions from net realized gains -- -- -- (0.15) (1.42)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS -- (0.04) (0.08) (0.23) (1.42)
------ ------ ------ ------ ------
Change in net asset value 1.54 0.72 0.69 (2.12) (2.27)
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $13.59 $12.05 $11.33 $10.64 $12.76
====== ====== ====== ====== ======

Total return(2) 12.78% 6.71% 7.31% (14.97)% (6.71)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $28,407 $32,859 $37,310 $43,993 $58,260

RATIO TO AVERAGE NET ASSETS OF:
Net operating expense 1.25% 1.25% 1.25% 1.25 % 1.25 %
Gross operating expenses 1.71% 1.59% 1.63% 1.49 % 1.38 %
Net investment income 0.84% 0.35% 1.06% 0.64 % 0.53 %
Portfolio turnover 69% 200% 349% 166 % 249 %

CLASS B
----------------------------------------------------------
YEAR ENDED AUGUST 31
----------------------------------------------------------
2005 2004 2003 2002 2001

Net asset value, beginning of period $11.62 $10.99 $10.35 $12.42 $14.77
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) 0.01 (0.05) 0.04 (0.01) (0.03)
Net realized and unrealized gain (loss) 1.38 0.70 0.63 (1.91) (0.90)
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 1.39 0.65 0.67 (1.92) (0.93)
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- (0.02) (0.03) -- --
Distributions from net realized gains -- -- -- (0.15) (1.42)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS -- (0.02) (0.03) (0.15) (1.42)
------ ------ ------ ------ ------
Change in net asset value 1.39 0.63 0.64 (2.07) (2.35)
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $13.01 $11.62 $10.99 $10.35 $12.42
====== ====== ====== ====== ======
Total return(2) 11.96% 5.95 % 6.44% (15.57)% (7.42)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $12,118 $13,247 $16,363 $28,873 $36,669

RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 2.00% 2.00 % 2.00% 2.00 % 2.00 %
Gross operating expenses 2.46% 2.34 % 2.38% 2.24 % 2.13 %
Net investment income (loss) 0.09% (0.40)% 0.37% (0.11)% (0.22)%
Portfolio turnover 69% 200 % 349% 166 % 249 %

<FN>
(1) Computed using average shares outstanding.
(2) Sales charges are not reflected in total return calculation.
</FN>

28
See Notes to Financial Statements

Phoenix Value Equity Fund

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

CLASS C
----------------------------------------------------------
YEAR ENDED AUGUST 31
----------------------------------------------------------
2005 2004 2003 2002 2001

Net asset value, beginning of period $11.63 $11.00 $10.35 $12.43 $14.78
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) 0.01 (0.05) 0.03 (0.01) (0.03)
Net realized and unrealized gain (loss) 1.38 0.70 0.65 (1.92) (0.90)
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 1.39 0.65 0.68 (1.93) (0.93)
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income -- (0.02) (0.03) -- --
Distributions from net realized gains -- -- -- (0.15) (1.42)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS -- (0.02) (0.03) (0.15) (1.42)
------ ------ ------ ------ ------
Change in net asset value 1.39 0.63 0.65 (2.08) (2.35)
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $13.02 $11.63 $11.00 $10.35 $12.43
====== ====== ====== ====== ======
Total return(2) 11.95% 5.94 % 6.47% (15.56)% (7.41)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $9,538 $13,266 $15,408 $19,231 $23,409

RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 2.00% 2.00 % 2.00% 2.00 % 2.00 %
Gross operating expenses 2.46% 2.34 % 2.38% 2.24 % 2.13 %
Net investment income (loss) 0.09% (0.40)% 0.31% (0.11)% (0.22)%
Portfolio turnover 69% 200 % 349% 166 % 249 %

<FN>
(1) Computed using average shares outstanding.
(2) Sales charges are not reflected in total return calculation.
</FN>

29
See Notes to Financial Statements

PHOENIX INVESTMENT TRUST 97
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2005 (CONTINUED)

1. ORGANIZATION

Phoenix Investment Trust 97 (the "Trust") is organized as a Delaware
statutory trust and is registered under the Investment Company Act of 1940, as
amended, as an open-end management investment company.

Currently, two funds are offered for sale (each a "Fund"), Phoenix Small-Cap
Value Fund is diversified and seeks long-term capital appreciation. Phoenix
Value Equity Fund is diversified and its primary investment objective is to seek
long-term capital appreciation and its secondary objective is to seek current
income. The Funds offer the following classes of shares for sale:

Class A Class B Class C
------- ------- -------
Small-Cap Value Fund.............. X X X
Value Equity Fund................. X X X

Class A shares are sold with a front-end sales charge of up to 5.75%. Class
B shares are sold with a contingent deferred sales charge which declines from 5%
to zero depending on the period of time the shares are held. Class C shares are
sold with a 1% contingent deferred sales charge if redeemed within one year of
purchase.

Each class of shares has identical voting, dividend, liquidation and other
rights and the same terms and conditions, except that each class bears different
distribution and/or service expenses and has exclusive voting rights with
respect to its distribution plan. Income and expenses and realized and
unrealized gains and losses of each Fund are borne pro rata by the holders of
each class of shares.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of increases and decreases in
net assets from operations during the reporting period. Actual results could
differ from those estimates.

A. SECURITY VALUATION:

Equity securities are valued at the official closing price (typically last
sale) on the exchange on which the securities are primarily traded, or if no
closing price is available, at the last bid price.

Debt securities are valued on the basis of broker quotations or valuations
provided by a pricing service, which utilizes information with respect to recent
sales, market transactions in comparable securities, quotations from dealers,
and various relationships between securities in determining value.

As required, some securities and assets may be valued at fair value as
determined in good faith by or under the direction of the Trustees.

Certain foreign common stocks may be fair valued in cases where closing
prices are not readily available or are deemed not reflective of readily
available market prices. For example, significant events (such as movement in
the U.S. securities market, or other regional and local developments) may occur
between the time that foreign markets close (where the security is principally
traded) and the time that the Fund calculates its net asset value (generally,
the close of the NYSE) that may impact the value of securities traded in these
foreign markets. In these cases, information from an external vendor may be
utilized to adjust closing market prices of certain foreign common stocks to
reflect their fair value. Because the frequency of significant events is not
predictable, fair valuation of certain foreign common stocks may occur on a
frequent basis.

Short-term investments having a remaining maturity of 60 days or less are
valued at amortized cost, which approximates market.

B. SECURITY TRANSACTIONS AND RELATED INCOME:

Security transactions are recorded on the trade date. Dividend income is
recorded on the ex-dividend date, or in the case of certain foreign securities,
as soon as the Fund is notified. Interest income is recorded on the accrual
basis. Each Fund amortizes premiums and accretes discounts using the effective
interest method. Realized gains and losses are determined on the identified cost
basis.

C. INCOME TAXES:

Each Fund is treated as a separate taxable entity. It is the policy of each
Fund in the Trust to comply with the requirements of the Internal Revenue Code
and to distribute substantially all of its taxable income to its shareholders.
Therefore, no provision for federal income taxes or excise taxes has been made.
The Trust may be subject to foreign taxes on income, gains on investments or
currency repatriation, a portion of which may be recoverable. Each Fund will
accrue such taxes and recoveries as applicable based upon current
interpretations of the tax rules and regulations that exist in the markets in
which they invest.

D. DISTRIBUTIONS TO SHAREHOLDERS:

Distributions are declared and recorded by each Fund on the ex-dividend
date. Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from accounting principles generally
accepted in the United States of America. These differences may include the
treatment of non-taxable dividends, market premium and discount, non-deductible
expenses, expiring capital loss carryovers, foreign currency gain or loss, gain
or loss on futures contracts, partnerships, operating losses and losses deferred
due to wash sales. Permanent book and tax basis differences relating to
shareholder distributions will result in reclassifications to capital paid in on
shares of beneficial interest.

E. EXPENSES:

Expenses incurred by the Trust with respect to more than one Fund are
allocated in proportion to the net assets of each Fund, except where allocation
of direct expense to each Fund or an alternative allocation method can be more
appropriately made.

F. FOREIGN CURRENCY TRANSLATION:

Foreign securities and other assets and liabilities are valued using the
foreign currency exchange rate effective at the end of the reporting period.
Cost of investments is translated at the currency exchange rate effective at the
trade date. The gain or loss resulting from a change in currency exchange rates
between the trade and settlement date of a portfolio transaction is treated as a
gain or loss on foreign currency. Likewise, the gain or loss resulting from a
change in currency exchange rates between the date income is accrued and paid is
treated as a gain or loss on foreign currency. The Trust does not isolate that
portion of the results of operations arising from changes in exchange rates and
that portion arising from changes in the market prices of securities.

G. FOREIGN SECURITY COUNTRY DETERMINATION:

A combination of the following criteria is used to assign the countries of
risk listed in the schedules of investments: country of incorporation, actual
building address, primary exchange on which the security is traded and country
in which the greatest percentage of company revenue is generated.

H. REIT INVESTMENTS
Dividend income is recorded using management's estimate of the income included
in distributions received from the REIT investments. Distributions received in
excess of this estimated amount are recorded as a reduction of the cost of
investments or reclassified to capital gains. The actual amounts of income,
return of capital, and capital gains are only determined by each REIT after its
fiscal year-end, and may differ from the estimated amounts.

I. INDEMNIFICATIONS:

Under the Funds' organizational documents, its trustees and officers are
indemnified against certain liabilities arising out of the performance of their
duties to the Funds. In addition, the Funds enter into contracts that contain a
variety of indemnifications. The Funds' maximum exposure under these
arrangements is unknown. However, the Funds have not had prior claims or losses
pursuant to these contracts and expect the risk of loss to be remote.

3. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS

As compensation for its services to the Trust, the Advisers ("the
Advisers"), Phoenix Investment Counsel, Inc. ("PIC") for the Small- Cap Value
Fund and Engemann Asset Management ("EAM") for the Value Equity Fund, each
indirect wholly-owned subsidiaries of The Phoenix Companies, Inc. ("PNX"), are
entitled to a fee based upon the following annual rates as a percentage of the
average daily net assets of each fund:

1st $1-2 $2 +
Fund $1 Billion Bllion Billion
- ------ ---------- ------ -------
Small-Cap Value Fund ............. 0.90% 0.85% 0.80%
Value Equity Fund................. 0.75% 0.70% 0.65%

The Advisers have voluntarily agreed to assume total operating expenses of each
Fund, excluding interest, taxes, brokerage fees, commissions and extraordinary
expenses, until December 31, 2005, to the extent that such expenses exceed the
following percentages of the average annual net asset values for each fund:

Class A Class B Class C
Shares Shares Shares
---------- ------- -------
Small-Cap Value Fund ............. 1.40% 2.15% 2.15%
Value Equity Fund................. 1.25% 2.00% 2.00%

The Advisers will not seek to recapture any prior years' reimbursed or
waived investment advisory fees.

Phoenix/Zweig Advisers LLC ("PZA") is the subadviser to the Small-Cap Value
Fund. For its services, PZA is paid a fee by the Adviser equal to 0.10% of the
average daily net assets of this Fund up to $166 million and 0.40% in excess of
$166 million. PZA is an indirect wholly-owned subsidiary of PNX.

As Distributor of each Fund's shares, Phoenix Equity Planning Corporation
("PEPCO"), an indirect wholly-owned subsidiary of PNX, has advised the Trust
that it retained net selling commissions and deferred sales charges for the
fiscal year ("the period") ended August 31, 2005, as follows:

Class A Class B Class C
Net Selling Deferred Deferred
Commissions Sales Charges Sales Charges
----------- ------------- -------------
Small-Cap Value Fund....... $10,534 $72,736 $2,217
Value Equity Fund ......... 4,069 27,694 79

In addition, each fund pays PEPCO distribution and/or service fees at an
annual rate of 0.25% for Class A shares, 1.00% for Class B shares and 1.00% for
Class C shares applied to the average daily net assets of each respective class.

PHOENIX INVESTMENT TRUST 97
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2005 (CONTINUED)

Under certain circumstances, shares of certain Phoenix Funds may be
exchanged for shares of the same class of certain other Phoenix Funds on the
basis of the relative net asset values per share at the time of the exchange. On
exchanges with share classes that carry a contingent deferred sales charge, the
CDSC schedule of the original shares purchased continues to apply.

As financial agent of the Trust, PEPCO receives a financial agent fee equal
to the sum of (1) the documented cost to PEPCO to provide tax services and
oversight of the performance of PFPC Inc. (subagent to PEPCO), plus (2) the
documented cost of fund accounting and related services provided by PFPC Inc.
The current fee schedule of PFPC Inc. ranges from 0.06% to 0.03% of the average
daily net asset values of each Fund. Certain minimum fees may apply. For the
period ended August 31, 2005, the Trust incurred financial agent fees totaling
$243,195.

PEPCO serves as the Trust's Transfer Agent with State Street Bank and Trust
Company serving as subtransfer agent. For the period ended August 31, 2005,
transfer agent fees were $718,195 as reported in the Statement of Operations, of
which PEPCO retained the following:

Transfer Agent
Fee Retained
--------------
Small-Cap Value Fund.................................... $226,928
Value Equity Fund....................................... 33,496

At August 31, 2005, PNX and its affiliates and the retirement plans of PNX
and its affiliates held 363,417 Class A shares of the Phoenix Small-Cap Value
Fund with an aggregate net asset value of $7,068,461.

4. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities during the period ended August 31, 2005
(excluding U.S. Government and agency securities and short-term securities) were
as follows:

Purchases Sales
------------ ------------
Small-Cap Value Fund ................... $255,200,701 $297,730,451
Value Equity Fund ...................... 38,198,735 54,185,753

There were no purchases or sales of long-term U.S. Government and agency
securities during the period ended August 31, 2005.

5. CREDIT RISK AND ASSET CONCENTRATIONS

In countries with limited or developing markets, investments may present
greater risks than in more developed markets and the prices of such investments
may be volatile. The consequences of political, social or economic changes in
these markets may have disruptive effects on the market prices of these
investments and the income they generate, as well as a Fund's ability to
repatriate such amounts.

Each Fund may invest a high percentage of their assets in specific sectors
of the market in their pursuit of a greater investment return. Fluctuations in
these sectors of concentration may have a greater impact on the Fund, positive
or negative, than if the Fund did not concentrate its investments in such
sectors.

At August 31, 2005 the Value Equity Fund held $14,259,683 in investments
issued by Financial Institutions comprising 28% of the total net assets of the
fund.

6. ILLIQUID SECURITIES

Investments shall be considered illiquid if they cannot be disposed of in
seven days in the ordinary course of business at the approximate amount at which
such securities have been valued by the Fund. Additionally, the following
information is also considered in determining illiquidity: the frequency of
trades and quotes for the investment, whether the investment is listed for
trading on a recognized domestic exchange and/or whether two or more brokers are
willing to purchase or sell the security at a comparable price, the extent of
market making activity in the investment and the nature of the market for
investment. Illiquid securities are footnoted as such at the end of each Fund's
Schedule of Investments where applicable.

7. REGULATORY EXAMS

Federal and state regulatory authorities from time to time make inquiries
and conduct examinations regarding compliance by The Phoenix Companies, Inc. and
its subsidiaries (collectively "the Company") with securities and other laws and
regulations affecting their registered products. The Boston District Office of
the SEC recently completed a compliance examination of certain of the Company's
affiliates that are registered under the Investment Company Act of 1940 or the
Investment Advisers Act of 1940. Following the examination, the staff of the
Boston District Office issued a deficiency letter primarily focused on perceived
weaknesses in procedures for monitoring trading to prevent market timing
activity. The staff requested the Company to conduct an analysis as to whether
shareholders, policyholders and contract holders who invested in the funds that
may have been affected by undetected market timing activity had suffered harm
and to advise the staff whether the Company believes reimbursement is necessary
or appropriate under the circumstances. Market timing is an investment technique
involving frequent short-term trading of mutual fund shares that is designed to
exploit market movements or inefficiencies in the way mutual fund companies
price their shares. A third party was retained to assist the Company in
preparing the analysis. The Company has responded to the SEC with respect to
each comment in the letter. We do not believe that the outcome of this matter
will be material to these financial statements.

PHOENIX INVESTMENT TRUST 97
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2005 (CONTINUED)

8. FEDERAL INCOME TAX INFORMATION

The Funds have capital loss carryovers which may be used to offset future
capital gains, as follows:

Expiration Year
--------------------------
2011 Total
----------- -----------
Small-Cap Value Fund..................... $ -- $ --
Value Equity Fund ....................... 14,293,280 14,293,280

The Trust may not realize the benefit of these losses to the extent each
Fund does not realize gains on investments prior to the expiration of the
capital loss carryovers.

For the period ended August 31, 2005, the Funds utilized losses deferred in
prior years against current year capital gains as follows:

Small-Cap Value Fund .................... $3,022,940
Value Equity Fund ....................... 3,971,833

Under current tax law, foreign currency and capital losses realized after
October 31 may be deferred and treated as occurring on the first day of the
following fiscal year. For the period ended August 31, 2005, the Funds deferred
and recognized post-October losses as follows:

Deferred Recognized
-------- ----------
Small-Cap Value Fund $ -- $ --
Value Equity Fund................ 378,625

The components of distributable earnings on a tax basis (excluding
unrealized appreciation (depreciation) which is disclosed in the Schedules of
Investments) consist of undistributed ordinary income and undistributed
long-term capital gains as follows:

Undistributed
Undistributed Long-Term
Ordinary Income Capital Gains
--------------- -------------
Small-Cap Value Fund ............ $644,072 $18,545,286
Value Equity Fund................ 273,202 --

The differences between the book and tax basis components of distributable
earnings relate principally to the timing of recognition of income and gains for
federal income tax purposes. Short-term gain distributions reported in the
Statements of Changes in Net Assets, if any, are reported as ordinary income for
federal tax purposes.

9. RECLASSIFICATION OF CAPITAL ACCOUNTS

For financial reporting purposes, book basis capital accounts are adjusted
to reflect the tax character of permanent book/tax differences. Permanent
reclassifications can arise from differing treatment of certain income and gain
transactions, nondeductible current year net operating losses, expiring capital
loss carryovers and investments in passive foreign investment companies. The
reclassifications have no impact on the net assets or net asset value of the
Funds. As of August 31, 2005, the Funds recorded reclassifications to increase
(decrease) the accounts as listed below:

Capital Paid
in on
Shares of Accumulated Undistributed
Beneficial Net Realized Net Investment
Interest Gain (Loss) Income (Loss)
----------- ------------ --------------
Small-Cap Value Fund ...... $(75,201) $(1,233,132) $1,308,333
Value Equity Fund ......... -- 18,261 (18,261)

10. SUBSEQUENT EVENT

Effective October 1, 2005, Phoenix Investment Counsel, Inc. ("PIC") is the
investment adviser to the Phoenix Value Equity Fund (the "fund"), replacing
Engemann Asset Management ("EAM"), an affiliate of PIC. Effective October 3,
2005, Acadian Asset Management, Inc. ("Acadian") is the subadviser to the fund.
The fund's investment objective remains unchanged.

PIC will pay Acadian a sub-advisory fee, based on the schedule below:

$1 billion
through
1st billion $2 billion $2+ billion
----------- ---------- -----------
Subadvisory Fee ................. 0.375% 0.350% 0.325%

11. MERGER

On April 16, 2004, the Phoenix Small Cap Value Fund ("Small Cap") acquired
all of the net assets of the Phoenix Appreciation Fund ("Appreciation") pursuant
to an Agreement and Plan of Reorganization approved by the Appreciation
shareholders on March 19, 2004. The acquisition was accomplished by a tax-free
exchange of 4,064,701 Class A shares of Small Cap, 462,034 Class B shares of
Small Cap and 1,970,027 Class C shares of Small Cap (valued at $62,404,841,
$6,731,032, and $28,697,143, respectively) for 6,338,617 Class A shares of
Appreciation, 723,453 Class B shares of Appreciation and 3,089,535 Class C
shares of Appreciation outstanding on April 16, 2004. Appreciation's net assets
on that date, $97,833,016, including $8,165,738 appreciation, were combined with
those of Small Cap. The aggregate net assets of Small Cap immediately after the
merger were $268,632,994.

The shareholders of each Class of Appreciation received for each share owned
approximately 0.64, 0.64 and 0.64 shares, respectively, for Class A, Class B and
Class C shares of the same class of Small Cap.

PHOENIX INVESTMENT TRUST 97
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2005 (CONTINUED)

- --------------------------------------------------------------------------------
TAX INFORMATION NOTICE (UNAUDITED)

For the fiscal year ended August 31, 2005, for federal income tax purposes,
100% of the ordinary income dividends earned by both the Small-Cap Value Fund
and the Value Equity Fund qualify for the dividends received deduction for
corporate shareholders.
For the fiscal year ended August 31, 2005, each Fund hereby designates 100%,
or the maximum amount allowable, of their ordinary income dividends to qualify
for the lower tax rates applicable to individual shareholders. The actual
percentage for the calendar year will be designated in the year-end tax
statements.
For the fiscal year ended August 31, 2005, the Small-Cap Value Fund
designates $18,545,286 as long-term capital gains dividend.
- --------------------------------------------------------------------------------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[GRAPHIC OMITTED]
PRICEWATERHOUSECOOPERS

To the Board of Trustees of
Phoenix Investment Trust 97 and Shareholders of
Phoenix Small-Cap Value Fund and
Phoenix Value Equity Fund

In our opinion, the accompanying statements of assets and liabilities,
including the schedules of investments, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Phoenix Small-Cap Value Fund
(formerly Phoenix Small Cap Value Fund) and Phoenix Value Equity Fund (formerly
Phoenix-Oakhurst Value Equity Fund), constituting Phoenix Investment Trust 97,
hereafter referred to as the "Trust" at August 31, 2005 and the results of their
operations, the changes in their net assets and their financial highlights for
the periods indicated, in conformity with accounting principles generally
accepted in the United States of America. These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility of the Trust's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at August 31, 2005 by correspondence with the
custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
October 14, 2005

BOARD OF TRUSTEES' CONSIDERATION OF INVESTMENT ADVISORY AND SUBADVISORY
AGREEMENTS FOR PHOENIX VALUE EQUITY FUND (THE "FUND")
AUGUST 31, 2005

The Board of Trustees is responsible for determining whether to approve the
Fund's investment advisory and subadvisory agreements. In approving each
agreement, the Trustees primarily consider the nature and quality of the
services provided under the respective agreements and the overall fairness of
each agreement to the Fund.

INVESTMENT ADVISORY AGREEMENT

The Trustees approved the Investment Advisory Agreement for the Fund at an
in-person meeting held on June 13, 2005, and the Fund's shareholders approved
the Investment Advisory Agreement at a special meeting of shareholders held on
September 16, 2005. The only change in the Investment Advisory Agreement was the
entity used to provide advisory services to the Fund. At the time the change in
adviser was considered, Engemann Asset Management ("EAM") provided advisory
services to the Fund. Pursuant to the Investment Advisory Agreement recently
approved by the Trustees, Phoenix Investment Counsel, Inc. ("PIC") will provide
investment advisory services to the Fund. PIC and EAM are indirect wholly-owned
subsidiaries of Phoenix Investment Partners, Ltd. The reason for entering into
the new Investment Advisory Agreement with PIC is that PIC has more experience
in dealing with and monitoring subadvisers. Further, for ease of administration
and possible economies of scale, PIC and EAM agreed that management of
subadvisory relationships should be undertaken by one entity - PIC. In
evaluating the Investment Advisory Agreement, the Board of Trustees considered a
variety of information relating to the Fund and PIC. PIC personnel provided
detail focusing on the nature, extent and quality of services to be provided by
PIC, cost of services and profitability to PIC, the possible economies of scale
that would be realized due to the Fund's growth, whether fee levels would
reflect such economies of scale for the benefit of investors, financial
statement information and expense comparisons with similarly situated funds,
among other things.

With respect to the nature and quality of the services to be provided, the
Trustees noted that PIC, with respect to other Phoenix funds, regularly reviews
with the Trustees information comparing the performance of each fund advised by
it with a peer group of funds and a relevant market index, the economic outlook
and the general investment outlook in the markets in which each fund invests,
the allocation of each fund's brokerage commissions, including any allocations
to affiliates and PIC's record of compliance with its investment policies and
restrictions on personal securities transactions. The Trustees also noted the
qualifications of key personnel of PIC that would work with the Fund, based on
the Trustees' experience with other PIC-advised funds. Based on the nature and
quality of services to be provided by PIC, the Board of Trustees concluded that
it was satisfied with the nature and quality of services to be provided to the
Fund.

The Trustees also noted that a major component of profitability of PIC would
be the difference between the amount PIC would collect from the Fund and what
PIC would pay to the subadviser. With respect to the overall fairness of the
management fees, the Trustees primarily considered information relating to the
Fund's fee structure, including a comparative analysis of the Fund's management
fee and total expenses with its respective peer group. In particular, the
Trustees considered the existence of breakpoints in the management fee schedule,
the likelihood that these breakpoints might foster economies of scale as the
Fund's assets grew and whether those economies of scale would be passed along to
the Fund's shareholders. The Trustees also considered the effect of the Fund's
growth and size on its performance and fees and the voluntary waiver of
management and other fees by PIC to prevent total fund expenses from exceeding
specified caps. Based upon their review, the Trustees concluded that the
estimated level of profitability to PIC from its relationship with the Fund was
reasonable and that the management fee schedule provided an opportunity for the
Fund to realize other economies of scale if assets increase proportionally more
than certain other expenses.

The Trustees concluded that PIC possessed the fundamental resources
necessary to serve as adviser to the Fund. The Trustees also concluded, based
upon a review of the financial statements provided by PIC, that it was
sufficiently capitalized to remain economically viable to serve as adviser.

Following deliberations, the Trustees noted that the management fee was
reasonable because it was within the range of contractual advisory fee rates at
comparable asset levels for representative comparable funds, as indicated in
material prepared for the Trustees by PIC. Specifically, the Trustees found that
the proposed management fee was slightly above the median of advisory fees for
comparable funds.

SUBADVISORY AGREEMENT

The Trustees approved the Subadvisory Agreement between PIC and Acadian
Asset Management, Inc. ("Acadian") at an in-person meeting held on June 13,
2005, and the Fund's shareholders approved the Subadvisory Agreement at a
special meeting of shareholders held on September 16, 2005. Acadian personnel
provided an overview for the Trustees including biographical information for
each portfolio manager who would be providing services to the Fund, a detailed
description of its value investing process and the prior performance of assets
managed by Acadian in a similar manner as it proposed to manage the Fund's
assets. They also commented on Acadian's responses to an extensive questionnaire
concerning a number of issues including its investment philosophy, resources and
compliance structure that had been provided prior to the meeting and reviewed
with the Trustees detailed information including the nature, extent and quality
of services to be provided by Acadian.

With respect to the quality of services to be provided, the Trustees noted
the qualifications of key personnel of Acadian that would work with the Fund.
The Trustees considered the prior performance of a composite of all
discretionary accounts managed by Acadian with substantially similar investment
objectives, strategies and policies of the Fund, for the one-, three- and
five-year periods ending March 31,

BOARD OF TRUSTEES' CONSIDERATION OF INVESTMENT ADVISORY
AND SUBADVISORY AGREEMENTS
FOR PHOENIX VALUE EQUITY FUND (THE "FUND") (CONTINUED)
AUGUST 31, 2005

2005, and noted the performance was above or near the relevant benchmark. Based
on the breadth and depth of experience of Acadian's personnel and the
performance of assets managed by Acadian in a similar manner as the Fund would
be managed, the Trustees concluded that the nature and quality of services to be
provided to the Fund by Acadian were satisfactory.

The Trustees also considered the fact that Acadian had soft dollar
arrangements with several brokers, and that Acadian pooled soft dollars
throughout the year to pay for a variety of research-related expenses that
generally benefited all of its clients.

With respect to the overall fairness of the Subadvisory Agreement, the
Trustees primarily considered information relating to the Fund's fee structure.
The Trustees also considered the existence of any economies of scale and whether
those would be passed along to the Fund's shareholders but noted that any
economies of scale would most likely be generated at the adviser level and not
necessarily at the subadviser level. The Trustees also considered the fact that
the subadvisory fee under the Subadvisory Agreement would be paid by PIC out of
the management fee it received from the Fund. Based upon their review, the Board
of Trustees determined that the subadvisory fee was reasonable in view of the
quality of services and the other factors considered.

Following deliberations, the Trustees concluded that Acadian possessed the
fundamental resources necessary to act as subadviser to the Fund. The Trustees
also concluded, based upon a review of the financial statements provided by
Acadian, that it was sufficiently capitalized to remain economically viable
during the coming year.

THE INVESTMENT ADVISORY AND SUBADVISORY AGREEMENTS

The Trustees did not identify any particular information that was
all-important or controlling. Based on the Trustees' deliberations and their
evaluation of the information described above, and assisted by the advice of
independent legal counsel, the Trustees, including all of the Independent
Trustees, unanimously approved the Investment Advisory Agreement and the
Subadvisory Agreement. They concluded that the compensation to be paid under the
agreements was fair and reasonable in light of the services, expenses and such
other matters as the Trustees considered to be relevant in the exercise of their
reasonable judgment.

In connection with their deliberations, the Trustees met separately without
management in a closed executive session with independent legal counsel to
review the relevant material and consider their responsibilities under relevant
laws and regulations.

FUND MANAGEMENT TABLES (UNAUDITED)

Information pertaining to the Trustees and officers of the Trust, as of
August 31, 2005, is set forth below. The statement of additional information
(SAI) includes additional information about the Trustees and is available
without charge, upon request, by calling (800) 243-4361.

The address of each individual, unless otherwise noted, is 56 Prospect
Street, Hartford, CT 06115-0480. There is no stated term of office for Trustees
of the Trust.

INDEPENDENT TRUSTEES
- ------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX PRINCIPAL OCCUPATION(S)
NAME, ADDRESS LENGTH OF OVERSEEN BY DURING PAST 5 YEARS AND
AND DATE OF BIRTH TIME SERVED TRUSTEE OTHER DIRECTORSHIPS HELD BY TRUSTEE
- ------------------------------------------------------------------------------------------------------------------------------------

E. Virgil Conway Served since 52 Chairman, Rittenhouse Advisors, LLC (consulting firm)
Rittenhouse Advisors, LLC 1997. (2001-present). Trustee/Director, Phoenix Funds Complex
101 Park Avenue (1983-present). Trustee/Director, Realty Foundation of New
New York, NY 10178 York (1972-present), Josiah Macy, Jr. Foundation (Honorary)
DOB: 8/2/29 (2004-present), Pace University (Director/Trustee Emeritus)
(2003-present), Greater New York Councils, Boy Scouts of
America (1985-present), The Academy of Political Science
(Vice Chairman) (1985-present), Urstadt Biddle Property Corp.
(1989-present). Colgate University (Trustee Emeritus)
(2004-present). Director/Trustee, The Harlem Youth
Development Foundation, (Chairman) (1998-2002), Metropolitan
Transportation Authority (Chairman) (1992-2001), Trism, Inc.
(1994-2001), Consolidated Edison Company of New York, Inc.
(1970-2002), Atlantic Mutual Insurance Company (1974-2002),
Centennial Insurance Company (1974-2002), Union Pacific Corp.
(1978-2002), BlackRock Freddie Mac Mortgage Securities Fund
(Advisory Director) (1990-2000), Accuhealth (1994-2002), Pace
University (1978-2003), New York Housing Partnership
Development Corp. (Chairman) (1981-2003), Josiah Macy, Jr.
Foundation (1975-2004).
- ------------------------------------------------------------------------------------------------------------------------------------
Harry Dalzell-Payne Served since 52 Retired. Trustee/Director, Phoenix Funds Complex
The Flat, Elmore Court 1997. (1983-present).
Elmore, GL0S, GL2 3NT
U.K.
DOB: 9/8/29
- ------------------------------------------------------------------------------------------------------------------------------------
S. Leland Dill Served since 50 Retired. Trustee, Phoenix Funds Family (1989-present).
7721 Blue Heron Way 2004. Trustee, Scudder Investments (55 portfolios) (1986-present).
West Palm Beach, FL 33412 Director, Coutts & Co. Trust Holdings Limited (1991-2000),
DOB: 3/28/30 Coutts & Co. Group (1991-2000) and Coutts & Co. International
(USA) (private banking) (1991-2000).
- ------------------------------------------------------------------------------------------------------------------------------------
Francis E. Jeffries Served since 52 Director, The Empire District Electric Company (1984-2004).
8477 Bay Colony Dr. #902 1997. Trustee/Director, Phoenix Funds Complex (1987-present).
Naples, FL 34108
DOB: 9/23/30
- ------------------------------------------------------------------------------------------------------------------------------------
Leroy Keith, Jr. Served since 50 Partner, Stonington Partners, Inc. (private equity fund)
Stonington Partners, Inc. 1997. (2001-present). Director/Trustee, Evergreen Funds (six
736 Market Street, portfolios). Trustee, Phoenix Funds Family (1980-present).
Ste. 1430 Chattanooga, TN 37402 Director, Divesapak (2002- present). Obaji Medical Products
DOB: 2/14/39 Company ( 2002-present). Director, Lincoln Educational
Services (2002-2004). Chairman, Carson Products Company
(cosmetics) (1998-2000).
- ------------------------------------------------------------------------------------------------------------------------------------

FUND MANAGEMENT TABLES (UNAUDITED) (CONTINUED)

Geraldine M. McNamara Served since 52 Managing Director, U.S. Trust Company of New York (private
U.S. Trust Company of 2001. bank) (1982- present). Trustee/Director, Phoenix Funds
New York Complex (2001-present).
11 West 54th Street
New York, NY 10019
DOB: 4/17/51
- ------------------------------------------------------------------------------------------------------------------------------------
Everett L. Morris Served since 52 Retired. Trustee/Director, Phoenix Funds Complex
164 Laird Road 1997. (1991-present). Director, W.H. Reaves Utility Income Fund
Colts Neck, NJ 07722 (2004-present). Vice President, W.H. Reaves and Company
DOB: 5/26/28 (investment management) (1993-2003).
- ------------------------------------------------------------------------------------------------------------------------------------
*James M. Oates Served since 50 Chairman, Hudson Castle Group, Inc. (Formerly IBEX Capital
c/o Northeast Partners 1997. Markets, Inc.) (financial services) (1997-present). Trustee /
150 Federal Street, Director Phoenix Funds Family (1987-present). Managing
Suite 1000 Director Wydown Group (consulting firm) (1994-present).
Boston, MA 02110 Director, Investors Financial Service Corporation
DOB: 5/31/46 (1995-present), Investors Bank & Trust Corporation
(1995-present), Stifel Financial (1996-present), Connecticut
River Bancorp (1998-present), Connecticut River Bank
(1999-present), Trust Company of New Hampshire
(2002-present). Chairman, Emerson Investment Management, Inc.
(2000-present). Independent Chairman, John Hancock Trust
(since 2005), Trustee, John Hancock Funds II and John Hancock
Funds III (since 2005). Trustee, John Hancock Trust
(2004-2005). Director/Trustee, AIB Govett Funds (six
portfolios) (1991-2000), Command Systems, Inc. (1998-2000),
Phoenix Investment Partners, Ltd. (1995-2001), 1Mind, Inc.
(formerly 1Mind.com), (2000-2002), Plymouth Rubber Co.
(1995-2003). Director and Treasurer, Endowment for Health,
Inc. (2000-2004).
- ------------------------------------------------------------------------------------------------------------------------------------
Donald B. Romans Served since 50 Retired. President, Romans & Company (private investors and
39 S. Sheridan Road 2004. financial consultants) (1987-2003). Trustee/Director, Phoenix
Lake Forest, IL 60045 Funds Family (1985-present). Trustee, Burnham Investors Trust
DOB: 4/22/31 (5 portfolios) (1967-2003).
- ------------------------------------------------------------------------------------------------------------------------------------
Richard E. Segerson Served since 50 Managing Director, Northway Management Company
Northway Management 1997. (1998-present). Trustee/Director, Phoenix Funds Family
Company (1983-present).
164 Mason Street
Greenwich, CT 06830
DOB: 2/16/46
- ------------------------------------------------------------------------------------------------------------------------------------
Ferdinand L. J. Verdonck Served since 50 Director, Banco Urquijo (Chairman)(1998-present). Trustee,
Nederpolder, 7 2004. Phoenix Funds Family (2002-present). Director EASDAQ
B-9000 Gent, Belgium (Chairman) (2001-present), The JP Morgan Fleming Continental
DOB: 7/30/42 European Investment Trust (1998-present), Groupe SNEF
(1998-present), Degussa Antwerpen N.V. (1998-present),
Santens N.V. (1999-present). Managing Director, Almanij N.V.
(1992-2003). Director, KBC Bank and Insurance Holding Company
(Euronext) (1992-2003), KBC Bank (1992-2003), KBC Insurance
(1992-2003), Kredietbank, S.A. Luxembourgeoise (1992-2003),
Investco N.V. (1992-2003), Gevaert N.V. (1992-2003), Fidea
N.V. (1992-2003), Almafin N.V. (1992-2003), Centea N.V.
(1992-2003), Dutch Chamber of Commerce for Belgium and
Luxemburg (1995-2001), Phoenix Investment Partners, Ltd.
(1995-2001).
- ------------------------------------------------------------------------------------------------------------------------------------

FUND MANAGEMENT TABLES (UNAUDITED) (CONTINUED)

Lowell P. Weicker, Jr. Served since 50 Director, Medallion Financial New York (2003-present),
7 Little Point Street 1997. Compuware (1996- present), WWE, Inc. (2000-present).
Essex, CT 06426 President, The Trust for America's Health (non-profit)
DOB: 5/16/31 (2001-present). (Trustee/Director), Phoenix Funds Family
(1995-present). Director, UST, Inc. (1995-2004), HPSC Inc.
(1995-2004).
- ------------------------------------------------------------------------------------------------------------------------------------

<FN>
* Mr. Oates is a 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 the adviser, 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.
</FN>

INTERESTED TRUSTEES

Each of the individuals listed below is an "interested person" of the Fund,
as defined in Section 2(a)(19) of the Investment Company Act of 1940, as
amended, and the rules and regulations thereunder.

- ------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX PRINCIPAL OCCUPATION(S)
NAME, ADDRESS LENGTH OF OVERSEEN BY DURING PAST 5 YEARS AND
AND DATE OF BIRTH TIME SERVED TRUSTEE OTHER DIRECTORSHIPS HELD BY TRUSTEE
- ------------------------------------------------------------------------------------------------------------------------------------

**Marilyn E. LaMarche Served since 50 Limited Managing Director, Lazard Freres & Co. LLC
Lazard Freres & Co. LLC 2002. (1997-present). Trustee/Director, Phoenix Funds Family
30 Rockefeller Plaza, (2002-present). Director, The Phoenix Companies, Inc.
59th Floor (2001-2005) and Phoenix Life Insurance Company (1989-2005).
New York, NY 10020
DOB: 5/11/34
- ------------------------------------------------------------------------------------------------------------------------------------
***Philip R. McLoughlin Served since 74 Director, PXRE Corporation (Reinsurance) (1985-present),
200 Bridge Street 1997. World Trust Fund (1991-present). Director/Trustee, Phoenix
Chatham, MA 02633 Funds Complex (1989-present). Management Consultant
DOB: 10/23/46 Chairman (2002-2004), Chairman (1997-2002), Chief Executive Officer
(1995-2002), Director (1995-2002), Phoenix Investment
Partners, Ltd., Director and Executive Vice President, The
Phoenix Companies, Inc. (2000-2002). Director (1994-2002) and
Executive Vice President, Investments (1987-2002), Phoenix
Life Insurance Company. Director (1983-2002) and Chairman
(1995-2002), Phoenix Investment Counsel, Inc. Director
(1982-2002), Chairman (2000-2002) and President (1990-2000),
Phoenix Equity Planning Corporation. Chairman and President,
Phoenix/Zweig Advisers LLC (2001-2002). Director (2001-2002)
and President (April 2002-September 2002), Phoenix Investment
Management Company. Director and Executive Vice President,
Phoenix Life and Annuity Company (1996-2002). Director
(1995-2000) and 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).
- ------------------------------------------------------------------------------------------------------------------------------------

<FN>
** Ms. LaMarche is an "interested person," as defined in the Investment Company Act of 1940, by reason of her former position as
Director of The Companies, Inc. and Phoenix Life Insurance Company.
*** Mr. McLoughlin is an "interested person," as defined in the Investment Company Act of 1940, by reason of his former
relationship with Phoenix Investment Partners, Ltd. and its affiliates.
</FN>

FUND MANAGEMENT TABLES (UNAUDITED) (CONTINUED)

OFFICERS OF THE TRUST WHO ARE NOT TRUSTEES

- ------------------------------------------------------------------------------------------------------------------------------------
POSITION(S) HELD WITH
NAME, ADDRESS AND LENGTH OF PRINCIPAL OCCUPATION(S)
DATE OF BIRTH TIME SERVED DURING PAST 5 YEARS
- ------------------------------------------------------------------------------------------------------------------------------------

Daniel T. Geraci President since Executive Vice President, Asset Management, The Phoenix Companies,
DOB: 6/12/57 2004. Inc. (wealth management) (since 2003). President and Chief Executive
Officer, Phoenix Investment Partners, Ltd. (since 2003). President,
certain Funds within the Phoenix Fund Complex (2004-present),
President and Chief Executive Officer of North American investment
operations, Pioneer Investment Management USA, Inc. (2001-2003).
President of Private Wealth Management Group (2000-2001), Executive
Vice President of Distribution and Marketing for U.S. institutional
services business (1998-2000) and Executive Vice President of
Distribution and Marketing for Fidelity Canada (1996-1998), Fidelity
Investments.
- ------------------------------------------------------------------------------------------------------------------------------------
George R. Aylward Executive Vice President Senior Vice President and Chief Executive Officer, Asset Management,
DOB: 8/17/64 since 2004. The Phoenix Companies, Inc. (2004-present). Executive Vice President
and Chief Operating Officer, Phoenix Investment Partners, Ltd.
(2004-present). Vice President, Phoenix Life Insurance Company
(2002-2004). Vice President, The Phoenix Companies, Inc. (2001-2004).
Assistant Controller, Phoenix Investment Partners, Ltd. (1996-2001).
Executive Vice President, certain funds within the Phoenix Funds
Family (2004-present).
- ------------------------------------------------------------------------------------------------------------------------------------
Francis G. Waltman Senior Vice President Senior Vice President, Product Development and Management, Phoenix
DOB: 7/27/62 since 2004. Investment Partners, Ltd. (2005-present), Senior Vice President and
Chief Administrative Officer, Phoenix Investment Partners, Ltd.,
(2003-2004), Senior Vice President and Chief Administrative Officer,
Phoenix Equity Planning Corporation (1999-2003), Senior Vice
President, certain funds within the Phoenix Fund Family
(2004-present).
- ------------------------------------------------------------------------------------------------------------------------------------
Marc Baltuch Vice President and Chief Compliance Officer, Zweig-DiMenna Associates LLC (1989-present).
900 Third Avenue Chief Compliance Officer Vice President and Chief Compliance Officer, certain Funds within the
New York, NY 10022 since 2004. Phoenix Fund Complex (2004-present). Vice President, The Zweig Total
DOB: 9/23/45 Return Fund, Inc. (2004-present). Vice President, The Zweig Fund, Inc.
(2004-present). President and Director of Watermark Securities, Inc.
(1991-present). Assistant Secretary of Gotham Advisors Inc.
(1990-present). Secretary, Phoenix-Zweig Trust (1989-2003). Secretary,
Phoenix-Euclid Market Neutral Fund (1999-2002).
- ------------------------------------------------------------------------------------------------------------------------------------
Nancy G. Curtiss Chief Financial Officer Assistant Treasurer (2001-present), Vice President, Fund Accounting
DOB: 11/24/52 and Treasurer since 1996. (1994-2000), Treasurer (1996-2000), Phoenix Equity Planning
Corporation. Vice President (2003-present), Phoenix Investment
Partners, Ltd. Treasurer or Assistant Treasurer, certain funds within
the Phoenix Fund Complex (1994- present).
- ------------------------------------------------------------------------------------------------------------------------------------
Kevin J. Carr Vice President, Vice President and Counsel, Phoenix Life Insurance Company (May 2005-
One American Row Chief Legal Officer, present). Vice President, Counsel, Chief Legal Officer and Secretary
Hartford, CT 06102 Counsel and Secretary of certain funds within the Phoenix Fund Complex (May 2005-present).
DOB: 8/30/54 since 2005. Compliance Officer of Investments and Counsel, Travelers Life &
Annuity Company (January 2005-May 2005). Assistant General Counsel,
The Hartford Financial Services Group (1999-2005).
- ------------------------------------------------------------------------------------------------------------------------------------

PHOENIX INVESTMENT TRUST 97
101 Munson Street
Greenfield, MA 01301

TRUSTEES
E. Virgil Conway
Harry Dalzell-Payne
S. Leland Dill
Francis E. Jeffries
Leroy Keith, Jr.
Marilyn E. LaMarche
Philip R. McLoughlin, Chairman
Geraldine M. McNamara
Everett L. Morris
James M. Oates
Donald B. Romans
Richard E. Segerson
Ferdinand L. J. Verdonck
Lowell P. Weicker, Jr.

OFFICERS
Daniel T. Geraci, President
George R. Aylward, Executive Vice President
Francis G. Waltman, Senior Vice President
Marc Baltuch, Vice President and Chief Compliance Officer
Nancy G. Curtiss, Chief Financial Officer and Treasurer
Kevin J. Carr, Vice President, Chief Legal Officer, Counsel and Secretary

INVESTMENT ADVISER
Phoenix Investment Counsel, Inc.
(Phoenix Small-Cap Value Fund)
56 Prospect Street
Hartford, CT 06115-0480

Engemann Asset Management
(Phoenix Value Equity Fund)
600 North Rosemead Boulevard
Pasadena, CA 91107-2133

PRINCIPAL UNDERWRITER
Phoenix Equity Planning Corporation
One American Row
Hartford, CT 06102

TRANSFER AGENT
Phoenix Equity Planning Corporation
One American Row
Hartford, CT 06102

CUSTODIAN
State Street Bank and Trust Company
P.O. Box 5501
Boston, MA 02206-5501

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP
125 High Street
Boston, MA 02110

HOW TO CONTACT US
Mutual Fund Services 1-800-243-1574
Advisor Consulting Group 1-800-243-4361
Telephone Orders 1-800-367-5877
Text Telephone 1-800-243-1926
Web site PHOENIXFUNDS.COM

- --------------------------------------------------------------------------------
IMPORTANT NOTICE TO SHAREHOLDERS
The Securities and Exchange Commission has modified mailing regulations for
semiannual and annual shareholder fund reports to allow mutual fund companies to
send a single copy of these reports to shareholders who share the same mailing
address. If you would like additional copies, please call Mutual Fund Services
at 1-800-243-1574.
- --------------------------------------------------------------------------------

(This page has been left blank intentionally.)

---------------
PRESORTED
STANDARD
U.S. POSTAGE
PAID
Louisville, KY
Permit No. 1051
---------------

[LOGO OMITTED] PHOENIXFUNDS(SM)

PHOENIX EQUITY PLANNING CORPORATION
P.O. Box 150480
Hartford, CT 06115-0480

For more information about Phoenix mutual funds, please call your financial
representative, contact us at 1-800-243-1574 or visit PHOENIXFUNDS.COM.

NOT INSURED BY FDIC/NCUSIF OR ANY FEDERAL GOVERNMENT AGENCY.
NO BANK GUARANTEE. NOT A DEPOSIT. MAY LOSE VALUE.

PXP215 10/05

ITEM 2. CODE OF ETHICS.

(a) The registrant, as of the end of the period covered by this report, has
adopted a code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless
of whether these individuals are employed by the registrant or a third
party.

(c) There have been no amendments, during the period covered by this report, to
a provision of the code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions,
regardless of whether these individuals are employed by the registrant or a
third party, and that relates to any element of the code of ethics
described in Item 2(b) of the instructions for completion of Form N-CSR.

(d) The registrant has not granted any waivers, during the period covered by
this report, including an implicit waiver, from a provision of the code of
ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions, regardless of whether these
individuals are employed by the registrant or a third party, that relates
to one or more of the items set forth in paragraph (b) of the instructions
for completion of this Item.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

As of the end of the period covered by the report, the Board of Trustees of the
Fund has determined that E. Virgil Conway and Everett L. Morris possess the
technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to
qualify as an "audit committee financial expert". Mr. Conway and Mr. Morris are
"independent" trustees pursuant to paragraph (a) (2) of Item 3 to form N-CSR.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees
- ----------

(a) The aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for the
audit of the registrant's annual financial statements or services that
are normally provided by the accountant in connection with statutory
and regulatory filings or engagements for those fiscal years are
$53,040 for 2004 and $50,000 for 2005.

Audit-Related Fees
- ------------------

(b) The aggregate fees billed in each of the last two fiscal years for
assurance and related services by the principal accountant that are
reasonably related to the performance of the audit of the registrant's
financial statements and are not reported under paragraph (a) of this
Item are $0 for 2004 and $0 for 2005.

Tax Fees
- --------

(c) The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning are $9,500 for 2004 and
$9,500 for 2005.

"Tax Fees" are those primarily associated with review of the Trust's
tax provision and qualification as a regulated investment company
(RIC) in connection with audits of the Trust's financial statement,
review of year-end distributions by the Fund to avoid excise tax for
the Trust, periodic discussion with management on tax issues affecting
the Trust, and reviewing and signing the Fund's federal income and
excise tax returns.

All Other Fees
- --------------

(d) The aggregate fees billed in each of the last two fiscal years for
products and services provided by the principal accountant, other than
the services reported in paragraphs (a) through (c) of this Item are
$0 for 2004 and $0 for 2005.

(e)(1) Disclose the audit committee's pre-approval policies and
procedures described in paragraph (c)(7) of Rule 2-01 of
Regulation S-X.

The Phoenix Investment Trust 97 (the "Fund") Board has adopted
policies and procedures with regard to the pre-approval of
services provided by PwC. Audit, audit-related and tax compliance
services provided to the Fund on an annual basis require specific
pre-approval by the Board. As noted above, the Board must also
approve other non-audit services provided to the Fund and those
non-audit services provided to the Fund's Affiliated Service
Providers that relate directly to the operations and financial
reporting of the Fund. Certain of these non-audit services that
the Board believes are a) consistent with the SEC's auditor
independence rules and b) routine and recurring services that will
not impair the independence of the independent auditors may be
approved by the Board without consideration on a specific
case-by-case basis ("general pre-approval").

The Audit Committee has determined that Mr. E. Virgil Conway,
Chair of the Audit Committee, may provide pre-approval for such
services that meet the above requirements in the event such
approval is sought between regularly scheduled meetings. In the
event that Mr. Conway determines that the full board should review
the request, he has the opportunity to convene a meeting of the
Funds Board. In any event, the Board is informed of each service
approved subject to general pre-approval at the next regularly
scheduled in-person board meeting.

(e)(2) The percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee
pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X
are as follows:

(b) Not applicable for 2004 and not applicable for 2005

(d) Not applicable for 2004 and not applicable for 2005.

(f) The percentage of hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most
recent fiscal year that were attributed to work performed by persons
other than the principal accountant's full-time, permanent employees
was less than fifty percent.

(g) The aggregate non-audit fees billed by the registrant's accountant for
services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is
primarily portfolio management and is subcontracted with or overseen
by another investment adviser), and any entity controlling, controlled
by, or under common control with the adviser that provides ongoing
services to the registrant for each of the last two fiscal years of
the registrant was $381,928 for 2004 and $1,780,924 for 2005.

(h) The registrant's audit committee of the board of directors has
considered whether the provision of non-audit services that were
rendered to the registrant's investment adviser (not including any
sub-adviser whose role is primarily portfolio management and is
subcontracted with or overseen by another investment adviser), and any
entity controlling, controlled by, or under common control with the
investment adviser that provides ongoing services to the registrant
that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS.

Schedule of Investments in securities of unaffiliated issuers as of the close of
the reporting period is included as part of the report to shareholders filed
under Item 1 of this form.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

At a Board of Trustees meeting held May 16, 2005, the Trustees approved a Policy
for the Consideration of Trustee Nominees as follows:

PHOENIX FUNDS

POLICY FOR THE CONSIDERATION OF TRUSTEE NOMINEES
------------------------------------------------

The following Policy for the Consideration of Trustee Nominees (the
"Policy") shall be followed by the Governance and Nominating Committee (the
"Committee") of the Phoenix Funds (the "Trust") in filling vacancies on the
Board of Trustees or when Trustees are to be nominated for election by
shareholders.

MINIMUM NOMINEE QUALIFICATIONS
- ------------------------------

1. With respect to nominations for Trustees who are not interested persons of
the Trust as defined by Section 2(a)(19) of the Investment Company Act of
1940 (the "1940 Act") ("Disinterested Trustees"), nominees shall be
independent of the Trust's investment advisers and other principal service
providers. The Committee shall also consider the effect of any relationship
beyond those delineated in the 1940 Act that might impair independence,
such as business, financial or family relationships with the investment
adviser or its affiliates.

2. Disinterested Trustee nominees must qualify for service on the Trust's
Audit Committees.

3. With respect to all Trustees, nominees must qualify under all applicable
laws and regulations.

4. The proposed nominee may not be within five years of the Trust's retirement
age for Trustees.

5. The Committees may also consider such other factors as they may determine
to be relevant.

OTHER QUALIFICATIONS
- --------------------

1. With respect to all proposed nominees, the Committee shall consider 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 Trust may invest.

2. The Committee shall consider whether the proposed nominee is able to and
intends to commit the time necessary for the performance of Trustee duties.

3. The Committee shall consider the integrity and character of the proposed
nominee, and the proposed nominee's compatibility with the current
Trustees.

4. The Committee may require an interview with the proposed nominee.

NOMINEES RECOMMENDED BY SHAREHOLDERS
- ------------------------------------

1. The Committee shall consider nominations for openings on the Board of
Trustees from shareholders who have individually held for at least one full
year five percent of the shares of a series of the Trust.

2. The Committee shall give candidates recommended by shareholders the same
consideration as any other candidate.

3. Shareholder recommendations should be sent to the attention of the
Committee in care of the Trust's Secretary and should include biographical
information, including business experience for the past ten years and a
description of the qualifications of the proposed nominee, along with a
statement from the proposed nominee that he or she is willing to serve and
meets the requirements to be a Disinterested Trustee, if applicable.

PROCESS FOR IDENTIFYING AND EVALUATING TRUSTEE NOMINEES
-------------------------------------------------------

1. When identifying and evaluating prospective nominees for openings on the
Board of Trustees, the Committee shall review all recommendations in the
same manner, including those received from shareholders.

2. The Committee shall first determine if the prospective nominee meets the
minimum qualifications set forth above. Those proposed nominees meeting the
minimum qualifications will then be considered by the Committee with
respect to the other qualifications listed above, and any other
qualifications deemed to be important by the Committee.

3. Those nominees selected by the Committee shall be recommended to the Board
of Trustees.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant's principal executive and principal financial officers,
or persons performing similar functions, have concluded that the
registrant's disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940, as amended (the
"1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within
90 days of the filing date of the report that includes the disclosure
required by this paragraph, based on their evaluation of these
controls and procedures required by Rule 30a-3(b) under the 1940 Act
(17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the
Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or
240.15d-15(b)).

(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act
(17 CFR 270.30a-3(d)) that occurred during the second fiscal

quarter of the period covered by this report that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.

ITEM 12. EXHIBITS.

(a)(1) Code of ethics, or any amendment thereto, that is the subject of
disclosure required by Item 2 is attached hereto.

(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and
Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3) Not applicable.

(b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and
Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

(registrant) Phoenix Investment Trust 97
--------------------------------------------------------------

By (Signature and Title)* /s/ George R. Aylward
-------------------------------------------------
George R. Aylward, Executive Vice President
(principal executive officer)

Date October 24, 2005
----------------------------------------------------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

By (Signature and Title)* /s/ George R. Aylward
-------------------------------------------------
George R. Aylward, Executive Vice President
(principal executive officer)

Date October 24, 2005
----------------------------------------------------------------------

By (Signature and Title)* /s/ Nancy G. Curtiss
-------------------------------------------------
Nancy G. Curtiss, Chief Financial Officer and
Treasurer
(principal financial officer)

Date October 20, 2005
----------------------------------------------------------------------

* Print the name and title of each signing officer under his or her signature.