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.
Vice President, Chief Legal Officer, John H. Beers, Esq.
Counsel and Secretary for Registrant Vice President and Secretary
Phoenix Life Insurance Company Phoenix Life Insurance Company
One American Row One American Row
Hartford, CT 06103-2899 Hartford, CT 06103-2899
- --------------------------------------------------------------------------------
(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: February 28, 2006
-----------------

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, 100 F Street, NE,
Washington, DC 20549. 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.

FEBRUARY 28, 2006

SEMIANNUAL REPORT

o PHOENIX SMALL-CAP VALUE FUND

o PHOENIX 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

[GRAPHIC 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.

A MESSAGE FROM THE PRESIDENT

DEAR PHOENIXFUNDS SHAREHOLDER:

This semiannual report addresses the performance of your Phoenix mutual
fund for the six months ended February 28, 2006. It provides detailed
information about your fund's performance, portfolio holdings and transactions
for the period.

At Phoenix, our focus is on investment performance and serving the best
interests of our shareholders. We believe that mutual funds are among the most
effective vehicles for individual investors to gain access to a variety of
financial markets and for building diversified portfolios.

I am especially proud of how we have expanded our fund family over the
last year to offer access to even more money managers. Today, the PhoenixFunds
draw from the vast expertise of 16 different management teams--seven Phoenix
affiliates and nine outside subadvisers chosen for their complementary
investment capabilities.

These fund teams operate independently, conducting their research,
identifying opportunities in the markets they know best, and applying their
disciplined strategies to the portfolios they manage. We are confident in their
ability to navigate their funds through whatever market and economic changes lie
ahead.

When it comes to financial decisions, we recommend working with an
experienced financial advisor. If you haven't reviewed or rebalanced your
portfolio lately, this may be a good time to meet with your advisor and make
sure that your investments are still aligned with your financial goals.

Thank you for choosing PhoenixFunds to be part of your financial plan.

Sincerely yours,

/s/ Daniel T. Geraci

Daniel T. Geraci
President, PhoenixFunds

MARCH 2006

TABLE OF CONTENTS

Glossary........................................................................................................... 3
Phoenix Small-Cap Value Fund....................................................................................... 4
Phoenix Value Equity Fund.......................................................................................... 15
Notes to Financial Statements...................................................................................... 23
Board of Trustees' Consideration of Investment Advisory and Subadvisory Agreements ................................ 27
Results of Shareholder Meeting..................................................................................... 29

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PROXY VOTING INFORMATION (FORM N-PX)
The Adviser and subadvisers 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

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.

PHOENIX SMALL-CAP VALUE FUND

ABOUT YOUR FUND'S EXPENSES (UNAUDITED)

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 and contingent deferred sales charges, if applicable;
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 would 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 August 31, 2005 February 28, 2006 Period*
- -------------------- --------------- ----------------- -------------
Actual $1,000.00 $1,076.60 $7.21
Hypothetical (5% return
before expenses) 1,000.00 1,017.77 7.03

*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.

Beginning Ending Expenses Paid
Small-Cap Value Fund Account Value Account Value During
Class B August 31, 2005 February 28, 2006 Period*
- -------------------- --------------- ----------------- -------------
Actual $1,000.00 $1,073.30 $11.05
Hypothetical (5% return
before expenses) 1,000.00 1,014.00 10.79

*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.

Beginning Ending Expenses Paid
Small-Cap Value Fund Account Value Account Value During
Class C August 31, 2005 February 28, 2006 Period*
- -------------------- --------------- ----------------- -------------
Actual $1,000.00 $1,073.30 $11.05
Hypothetical (5% return
before expenses) 1,000.00 1,014.00 10.79

*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.

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

- --------------------------------------------------------------------------------
SECTOR WEIGHTINGS (UNAUDITED) 2/28/06
- --------------------------------------------------------------------------------
As a percentage of total investments

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

Financials 25%
Industrials 18
Consumer Discretionary 18
Informatin Technology 15
Materials 8
Energy 5
Consumer Staples 3
Other 8

SCHEDULE OF INVESTMENTS
FEBRUARY 28, 2006
(UNAUDITED)

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

DOMESTIC COMMON STOCKS--98.1%

AEROSPACE & DEFENSE--3.3%
AAR Corp.(b)(e) ............................. 52,000 $ 1,316,120
Armor Holdings, Inc.(b)(e) .................. 39,600 2,325,708
DRS Technologies, Inc.(e) ................... 50,800 2,680,716
Esterline Technologies Corp.(b)(e) .......... 31,300 1,303,332
Triumph Group, Inc.(b)(e) ................... 20,900 874,665
------------
8,500,541
------------

AIRLINES--1.5%
ExpressJet Holdings, Inc.(b) ................ 100,500 755,760
Mesa Air Group, Inc.(b)(e) .................. 70,500 805,110
Republic Airways Holdings, Inc.(b)(e) ....... 65,100 912,702
SkyWest, Inc.(e) ............................ 48,700 1,410,839
------------
3,884,411
------------

ALTERNATIVE CARRIERS--0.1%
Premiere Global Services, Inc.(b) ........... 26,900 220,849

ALUMINUM--0.3%
Century Aluminum Co.(b)(e) .................. 22,500 800,775

APPAREL RETAIL--4.9%
Charming Shoppes, Inc.(b)(e) ................ 140,000 1,874,600
Finish Line, Inc. (The) Class A ............. 63,700 1,066,338
Men's Wearhouse, Inc. (The)(b) .............. 86,550 2,710,746
Pacific Sunwear of California, Inc.(b)(e) ... 79,500 1,892,895
Payless ShoeSource, Inc.(b)(e) .............. 102,600 2,431,620
Shoe Carnival, Inc.(b) ...................... 38,300 860,601

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

APPAREL RETAIL--CONTINUED
Stage Stores, Inc.(e) ....................... 29,900 $ 871,884
Stein Mart, Inc. ............................ 43,000 717,240
------------
12,425,924
------------

APPAREL, ACCESSORIES & LUXURY GOODS--1.7%
Hartmarx Corp.(b)(e) ........................ 88,400 766,428
Oxford Industries, Inc.(e) .................. 24,700 1,130,766
Phillips-Van Heusen Corp. ................... 47,300 1,679,150
UniFirst Corp. .............................. 21,100 707,061
------------
4,283,405
------------

APPLICATION SOFTWARE--1.1%
EPIQ Systems, Inc.(b)(e) .................... 19,600 430,612
Lawson Software, Inc.(b)(e) ................. 134,300 1,067,685
Quest Software, Inc.(b)(e) .................. 50,000 728,500
SERENA Software, Inc.(b)(e) ................. 19,100 456,490
------------
2,683,287
------------

AUTO PARTS & EQUIPMENT--1.1%
Aftermarket Technology Corp.(b) ............. 48,700 1,056,790
ArvinMeritor, Inc. .......................... 89,800 1,503,252
Shiloh Industries, Inc.(b) .................. 21,700 353,710
------------
2,913,752
------------

AUTOMOTIVE RETAIL--1.1%
Lithia Motors, Inc. Class A(e) .............. 37,700 1,207,908
Sonic Automotive, Inc.(e) ................... 60,000 1,589,400
------------
2,797,308
------------

See Notes to Financial Statements
5

Phoenix Small-Cap Value Fund

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

BIOTECHNOLOGY--0.1%
Albany Molecular Research, Inc.(b)(e) ....... 30,800 $ 310,772

BUILDING PRODUCTS--1.9%
Apogee Enterprises, Inc.(e) ................. 33,200 574,028
ElkCorp.(e) ................................. 20,500 740,050
Universal Forest Products, Inc.(e) .......... 13,500 834,705
USG Corp.(b)(e) ............................. 33,000 2,787,840
------------
4,936,623
------------

COMMERCIAL PRINTING--0.7%
Consolidated Graphics, Inc.(b)(e) ........... 18,600 949,902
Ennis, Inc.(e) .............................. 40,700 802,604
------------
1,752,506
------------

COMMODITY CHEMICALS--0.2%
Westlake Chemical Corp.(e) .................. 13,900 477,048

COMMUNICATIONS EQUIPMENT--3.5%
Black Box Corp.(e) .......................... 20,200 965,156
CommScope, Inc.(b)(e) ....................... 63,100 1,513,769
Comtech Telecommunications Corp.(b)(e) ...... 69,750 2,185,267
EFJ, Inc.(b)(e) ............................. 69,600 807,360
Harris Corp. ................................ 68,000 3,106,240
NETGEAR, Inc.(b)(e) ......................... 17,400 298,584
------------
8,876,376
------------

COMPUTER HARDWARE--0.0%
Intergraph Corp.(b)(e) ...................... 2,900 105,154

COMPUTER STORAGE & PERIPHERALS--1.6%
Advanced Digital Information Corp.(b) ....... 26,400 228,624
Hutchinson Technology, Inc.(b)(e) ........... 26,600 731,766
Komag, Inc.(b)(e) ........................... 68,300 3,199,172
------------
4,159,562
------------

CONSTRUCTION & ENGINEERING--1.0%
Comfort Systems USA, Inc. ................... 68,400 751,716
EMCOR Group, Inc.(b) ........................ 31,000 1,351,290
Michael Baker Corp.(b)(e) ................... 20,500 566,825
------------
2,669,831
------------

CONSTRUCTION MATERIALS--0.3%
U.S. Concrete, Inc.(b)(e) ................... 63,100 790,643

CONSTRUCTION, FARM MACHINERY & HEAVY TRUCKS--1.2%
Accuride Corp.(b) ........................... 49,100 555,812
Commercial Vehicle Group, Inc.(b)(e) ........ 47,700 872,910
Terex Corp.(b) .............................. 9,400 744,010
Titan International, Inc. ................... 50,700 879,138
------------
3,051,870
------------

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

CONSUMER FINANCE--1.8%
Cash America International, Inc. ............ 68,600 $ 1,838,480
Collegiate Funding Services LLC(b) .......... 10,900 217,946
CompuCredit Corp.(b)(e) ..................... 28,000 1,058,400
EZCORP, Inc. Class A(b) ..................... 68,300 1,477,329
------------
4,592,155
------------

DEPARTMENT STORES--0.3%
Dillard's, Inc. Class A(e) .................. 28,900 712,963

DISTRIBUTORS--0.7%
Building Materials Holding Corp.(e) ........ 27,600 1,857,480

DIVERSIFIED BANKS--0.1%
Intervest Bancshares Corp.(b) ............... 10,000 314,600

DIVERSIFIED COMMERCIAL & PROFESSIONAL SERVICES--0.7%
Geo Group, Inc. (The)(b)(e) ................. 33,500 757,100
Sirva, Inc.(b) .............................. 142,600 1,140,800
------------
1,897,900
------------

DRUG RETAIL--0.5%
Longs Drug Stores Corp.(e) .................. 34,000 1,304,580

ELECTRIC UTILITIES--0.2%
Otter Tail Corp. ............................ 14,100 439,215

ELECTRICAL COMPONENTS & EQUIPMENT--2.5%
Genlyte Group, Inc. (The)(b) ................ 32,800 2,029,664
LSI Industries, Inc.(e) ..................... 45,900 713,286
Regal-Beloit Corp.(e) ....................... 36,400 1,464,736
Smith (A.O.) Corp. .......................... 46,100 2,134,430
------------
6,342,116
------------

ELECTRONIC EQUIPMENT MANUFACTURERS--2.0%
Aeroflex, Inc.(b)(e) ........................ 81,400 1,058,200
CalAmp Corp.(b) ............................. 98,800 992,940
Planar Systems, Inc.(b) ..................... 28,900 449,106
Rofin-Sinar Technologies, Inc.(b) ........... 50,600 2,665,608
------------
5,165,854
------------

ELECTRONIC MANUFACTURING SERVICES--1.6%
Mercury Computer Systems, Inc.(b)(e) ........ 34,500 594,780
Plexus Corp.(b)(e) .......................... 47,900 1,607,524
TTM Technologies, Inc.(b)(e) ................ 81,600 1,053,456
Zygo Corp.(b)(e) ............................ 43,200 742,608
------------
3,998,368
------------

See Notes to Financial Statements
6

Phoenix Small-Cap Value Fund

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

FERTILIZERS & AGRICULTURAL CHEMICALS--0.5%
CF Industries Holdings, Inc.(e) ............. 45,600 $ 803,472
Terra Industries, Inc.(b)(e) ................ 56,200 398,458
------------
1,201,930
------------

FOOD DISTRIBUTORS--0.2%
Spartan Stores, Inc. ........................ 41,800 492,822

FOOD RETAIL--0.6%
Casey's General Stores, Inc. ................ 39,100 1,025,593
Smart & Final, Inc.(b) ...................... 25,800 389,580
------------
1,415,173
------------

FOOTWEAR--0.6%
Brown Shoe Co., Inc.(e) ..................... 17,500 834,750
Skechers U.S.A., Inc. Class A(b) ............ 37,300 790,760
------------
1,625,510
------------

GAS UTILITIES--1.1%
Laclede Group, Inc. (The)(e) ................ 32,400 1,091,556
South Jersey Industries, Inc. ............... 9,800 280,280
UGI Corp. ................................... 58,800 1,320,060
------------
2,691,896
------------

HEALTH CARE EQUIPMENT--0.4%
Cantel Medical Corp.(b) ..................... 21,100 361,232
Greatbatch, Inc.(b) ......................... 32,700 722,997
------------
1,084,229
------------

HEALTH CARE SERVICES--0.7%
Res-Care, Inc.(b) ........................... 53,100 971,199
SFBC International, Inc.(b)(e) .............. 39,400 929,840
------------
1,901,039
------------

HOMEBUILDING--2.7%
Beazer Homes USA, Inc.(e) ................... 37,100 2,353,995
Meritage Homes Corp.(b) ..................... 14,200 831,126
Orleans Homebuilders, Inc.(e) ............... 33,200 648,728
Technical Olympic USA, Inc.(e) .............. 53,450 1,132,071
WCI Communities, Inc.(b)(e) ................. 27,800 701,672
William Lyon Homes, Inc.(b)(e) .............. 13,900 1,182,890
------------
6,850,482
------------

HOMEFURNISHING RETAIL--1.0%
Furniture Brands International, Inc.(e) ..... 33,400 825,648
La-Z-Boy, Inc. .............................. 48,500 773,575
Rent-A-Center, Inc.(b) ...................... 41,300 963,942
Stanley Furniture Co., Inc. ................. 2,800 71,400
------------
2,634,565
------------

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

HOTELS, RESORTS & CRUISE LINES--0.7%
Bluegreen Corp.(b) .......................... 96,300 $ 1,528,281
Sunterra Corp.(b)(e) ........................ 9,000 135,135
------------
1,663,416
------------

HOUSEHOLD PRODUCTS--0.4%
Spectrum Brands, Inc.(b)(e) ................. 51,500 982,105

HOUSEWARES & SPECIALTIES--0.1%
Lifetime Brands, Inc.(e) .................... 8,500 191,930

HUMAN RESOURCES & EMPLOYMENT SERVICES--0.6%
Kforce, Inc.(b)(e) .......................... 59,900 725,389
Spherion Corp.(b)(e) ........................ 65,000 648,700
Volt Information Sciences, Inc.(b) .......... 9,200 220,156
------------
1,594,245
------------

INDUSTRIAL MACHINERY--1.9%
Albany International Corp.(e) ............... 37,900 1,408,743
Barnes Group, Inc.(e) ....................... 30,000 1,151,400
Gardner Denver, Inc.(b) ..................... 25,000 1,534,000
Tennant Co. ................................. 13,800 644,460
------------
4,738,603
------------

INTEGRATED TELECOMMUNICATION SERVICES--0.6%
Consolidated Communications Holdings, Inc. .. 34,400 489,856
CT Communications, Inc.(e) .................. 39,100 517,684
Talk America Holdings, Inc.(b)(e) ........... 51,400 438,442
------------
1,445,982
------------

INTERNET RETAIL--0.5%
Priceline.com, Inc.(b) ...................... 47,500 1,166,125

INTERNET SOFTWARE & SERVICES--1.1%
InfoSpace, Inc.(b)(e) ....................... 60,600 1,462,581
United Online, Inc.(e) ...................... 100,600 1,208,206
------------
2,670,787
------------

INVESTMENT BANKING & BROKERAGE--0.3%
Knight Capital Group, Inc.(b)(e) ............ 64,500 812,055

IT CONSULTING & OTHER SERVICES--0.4%
MPS Group, Inc.(b) .......................... 59,900 906,886

LEISURE PRODUCTS--0.8%
JAKKS Pacific, Inc.(b)(e) ................... 60,800 1,509,056
Steinway Musical Instruments, Inc.(b)(e) .... 16,100 530,495
------------
2,039,551
------------

See Notes to Financial Statements
7

Phoenix Small-Cap Value Fund

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

LIFE & HEALTH INSURANCE--1.3%
Delphi Financial Group, Inc. Class A(e) ..... 14,500 $ 755,160
FBL Financial Group Inc., Class A ........... 23,300 797,326
UICI(e) ..................................... 45,000 1,651,050
------------
3,203,536
------------

MANAGED HEALTH CARE--0.4%
Molina Healthcare, Inc.(b)(e) ............... 34,200 971,622

METAL & GLASS CONTAINERS--0.4%
Greif, Inc. Class A(e) ...................... 17,300 1,001,843

MULTI-LINE INSURANCE--0.4%
Horace Mann Educators Corp. ................. 51,100 953,015

MULTI-UTILITIES & UNREGULATED POWER--0.5%
WPS Resources Corp.(e) ...................... 22,000 1,156,100

OIL & GAS EQUIPMENT & SERVICES--1.6%
Maverick Tube Corp.(b)(e) ................... 19,700 916,641
Oil States International, Inc.(b)(e) ........ 67,200 2,320,416
Veritas DGC, Inc.(b)(e) ..................... 19,800 834,174
------------
4,071,231
------------

OIL & GAS EXPLORATION & PRODUCTION--2.1%
Chesapeake Energy Corp.(e) .................. 71,900 2,134,711
Cimarex Energy Co. .......................... 51,900 2,214,054
Harvest Natural Resources, Inc.(b)(e) ....... 106,500 959,565
------------
5,308,330
------------

OIL & GAS REFINING, MARKETING & TRANSPORTATION--1.5%
Giant Industries, Inc.(b) ................... 13,700 797,340
Tesoro Corp. ................................ 49,000 2,960,090
------------
3,757,430
------------

OIL & GAS STORAGE & TRANSPORTATION--0.3%
OMI Corp.(e) ................................ 38,900 680,750

PACKAGED FOODS & MEATS--1.5%
Chiquita Brands International, Inc.(e) ...... 38,100 656,082
Pilgrim's Pride Corp.(e) .................... 96,000 2,213,760
Seaboard Corp.(e) ........................... 600 896,400
------------
3,766,242
------------

PAPER PACKAGING--0.2%
Rock-Tenn Co. Class A(e) .................... 37,300 489,376

PAPER PRODUCTS--0.1%
Buckeye Technologies, Inc.(b)(e) ............ 37,300 328,613

PHARMACEUTICALS--1.2%
Alpharma, Inc. Class A(e) ................... 97,000 2,934,250

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

PHARMACEUTICALS--CONTINUED
Bradley Pharmaceuticals, Inc.(b)(e) ........ 18,200 $ 214,760
------------
3,149,010
------------

PROPERTY & CASUALTY INSURANCE--8.8%
21st Century Insurance Group(e) ............. 45,900 743,580
Alfa Corp. .................................. 6,300 101,304
CNA Surety Corp.(b) ......................... 4,800 83,424
Commerce Group, Inc. (The) .................. 14,400 777,744
Donegal Group, Inc. Class A ................. 6,600 161,370
EMC Insurance Group, Inc. ................... 16,400 402,128
FPIC Insurance Group, Inc.(b)(e) ............ 19,000 667,660
Harleysville Group, Inc. .................... 26,800 705,644
LandAmerica Financial Group, Inc.(e) ........ 21,000 1,400,700
Mercury General Corp.(e) .................... 52,400 2,929,160
Navigators Group, Inc. (The)(b) ............. 14,600 684,740
Ohio Casualty Corp. ......................... 51,900 1,588,659
ProAssurance Corp.(b)(e) .................... 31,600 1,620,764
RLI Corp. ................................... 13,900 732,808
Safety Insurance Group, Inc.(e) ............. 20,000 864,600
SeaBright Insurance Holdings, Inc.(b) ....... 49,800 828,174
Selective Insurance Group, Inc.(e) .......... 52,700 2,857,394
State Auto Financial Corp. .................. 35,300 1,150,074
Stewart Information Services Corp.(e) ....... 31,400 1,474,230
Zenith National Insurance Corp.(e) .......... 49,049 2,526,023
------------
22,300,180
------------

PUBLISHING & PRINTING--0.4%
Scholastic Corp.(b)(e) ...................... 35,000 1,029,700

REAL ESTATE MANAGEMENT & DEVELOPMENT--1.4%
Jones Lang LaSalle, Inc.(e) ................. 53,700 3,634,416

REGIONAL BANKS--3.0%
BancFirst Corp. ............................. 2,600 219,960
Boston Private Financial Holdings, Inc.(e) .. 15,800 483,638
Capitol Bancorp Ltd. ........................ 21,200 918,808
City Holding Co. ............................ 7,600 276,716
Columbia Banking System, Inc. ............... 9,100 305,123
First BanCorp.(e) ........................... 80,700 1,021,662
First Community Bancorp, Inc.(e) ............ 11,000 656,920
First State Bancorp.(e) ..................... 32,500 839,150
Greater Bay Bancorp ......................... 4,700 126,430
Santander BanCorp.(e) ....................... 6,100 145,729
Southwest Bancorp, Inc. ..................... 34,300 750,827
Taylor Capital Group, Inc.(e) ............... 9,300 351,075
TCF Financial Corp.(e) ...................... 56,500 1,432,840
------------
7,528,878
------------

REINSURANCE--1.4%
Arch Capital Group Ltd.(b) .................. 46,100 2,607,416
Scottish Re Group Ltd.(e) ................... 41,500 1,037,500
------------
3,644,916
------------

See Notes to Financial Statements
8

Phoenix Small-Cap Value Fund

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

REITS--2.2%
Anthracite Capital, Inc. .................... 23,300 $ 249,776
Arbor Realty Trust, Inc. .................... 23,000 605,130
Ashford Hospitality Trust, Inc.(e) .......... 55,700 695,693
Boykin Lodging Co.(b) ....................... 56,900 727,182
Commercial Net Lease Realty, Inc. ........... 1,500 34,125
Equity Inns, Inc.(e) ........................ 23,600 365,328
Fieldstone Investment Corp. ................. 11,700 138,528
Highland Hospitality Corp.(e) ............... 49,400 608,608
Innkeepers USA Trust(e) ..................... 51,800 908,054
PS Business Parks, Inc. ..................... 10,700 569,133
Redwood Trust, Inc. ......................... 17,100 708,966
------------
5,610,523
------------

RESTAURANTS--0.6%
Jack in the Box, Inc.(b)(e) ................. 8,800 352,000
Luby's, Inc.(b)(e) .......................... 78,900 1,176,399
------------
1,528,399
------------

SEMICONDUCTOR EQUIPMENT--0.3%
Cohu, Inc.(e) ............................... 39,800 840,576

SEMICONDUCTORS--0.9%
IXYS Corp.(b)(e) ............................ 89,100 953,370
OmniVision Technologies, Inc.(b) ............ 54,800 1,397,400
------------
2,350,770
------------

SPECIALIZED CONSUMER SERVICES--0.3%
Alderwoods Group, Inc.(b) ................... 44,700 763,476

SPECIALTY CHEMICALS--1.3%
Fuller (H.B.) Co. ........................... 48,100 1,952,860
NewMarket Corp.(b) .......................... 22,600 779,022
Schulman (A.), Inc. ......................... 29,600 693,528
------------
3,425,410
------------

SPECIALTY STORES--0.4%
Sports Authority, Inc. (The)(b) ............. 27,000 987,930

STEEL--4.6%
Commercial Metals Co. ....................... 66,000 2,989,140
Olympic Steel, Inc.(e) ...................... 26,900 709,084
Quanex Corp. ................................ 17,600 1,092,432
Reliance Steel & Aluminum Co.(e) ............ 44,000 3,625,160
Schnitzer Steel Industries, Inc. Class A(e) . 25,300 786,830
Steel Dynamics, Inc.(e) ..................... 22,200 1,021,200
Worthington Industries, Inc.(e) ............. 75,600 1,481,760
------------
11,705,606
------------

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

SYSTEMS SOFTWARE--1.8%
Internet Security Systems, Inc.(b)(e) ....... 115,600 $ 2,694,636
SSA Global Technologies, Inc.(b)(e) ........ 29,900 500,526
Sybase, Inc.(b) ............................. 70,000 1,493,100
------------
4,688,262
------------

TECHNOLOGY DISTRIBUTORS--0.8%
Agilysys, Inc. .............................. 30,800 440,132
Anixter International, Inc. ................. 24,800 1,134,600
Global Imaging Systems, Inc.(b) ............. 9,700 350,170
------------
1,924,902
------------

THRIFTS & MORTGAGE FINANCE--4.3%
Accredited Home Lenders Holding Co.(b)(e) ... 35,300 1,881,843
Anchor BanCorp Wisconsin, Inc.(e) ........... 12,600 383,670
Corus Bankshares, Inc.(e) ................... 19,600 1,176,980
Downey Financial Corp.(e) ................... 22,700 1,442,585
Federal Agricultural Mortgage Corp. Class C . 32,000 955,520
First Financial Holdings, Inc.(e) ........... 14,800 478,336
FirstFed Financial Corp.(b)(e) .............. 29,700 1,782,297
Franklin Bank Corp.(b)(e) ................... 7,500 127,950
ITLA Capital Corp.(b) ....................... 2,600 120,328
Ocwen Financial Corp.(b)(e) ................. 64,300 631,426
TierOne Corp. ............................... 37,500 1,237,500
W Holding Co., Inc.(e) ...................... 103,900 835,356
------------
11,053,791
------------

TRADING COMPANIES & DISTRIBUTORS--0.6%
Bluelinx Holdings, Inc.(e) .................. 58,400 927,392
Rush Enterprises, Inc. Class A(b)(e) ........ 30,600 566,100
------------
1,493,492
------------

TRUCKING--2.3%
AMERCO(b)(e) ................................ 15,800 1,403,672
Arkansas Best Corp.(e) ...................... 32,600 1,354,856
SCS Transportation, Inc.(b)(e) .............. 35,900 970,377
Swift Transportation Co., Inc.(b)(e) ........ 39,300 936,912
USA Truck, Inc.(b)(e) ....................... 6,000 176,580
Werner Enterprises, Inc. .................... 58,000 1,126,940
------------
5,969,337
------------
- -------------------------------------------------------------------------
TOTAL DOMESTIC COMMON STOCKS
(IDENTIFIED COST $193,808,871) 249,692,861
- -------------------------------------------------------------------------

See Notes to Financial Statements
9

Phoenix Small-Cap Value Fund

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

FOREIGN COMMON STOCKS(c)--0.3%

PROPERTY & CASUALTY INSURANCE--0.0%
United America Indemnity Ltd. (United States)(b) 2,700 $ 61,425

THRIFTS & MORTGAGE FINANCE--0.3%
R-G Financial Corp. Class B (United States)(e) . 61,000 719,190
- -------------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $837,007) 780,615
- -------------------------------------------------------------------------

WARRANTS--0.0%

OTHER DIVERSIFIED FINANCIAL SERVICES--0.0%
Imperial Credit Industries, Inc.
Strike $2.15, 1/31/08(b)(d) .................... 2,429 0
- -------------------------------------------------------------------------
TOTAL WARRANTS
(IDENTIFIED COST $0) 0
- -------------------------------------------------------------------------
TOTAL LONG TERM INVESTMENTS--98.4%
(IDENTIFIED COST $194,645,878) 250,473,476
- -------------------------------------------------------------------------

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

SHORT-TERM INVESTMENTS--21.5%

MONEY MARKET MUTUAL FUNDS--19.6%
State Street Navigator Prime Plus
(4.54% seven day effective yield)(g) ........ 49,929,580 $ 49,929,580

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

FEDERAL AGENCY SECURITIES(f)--0.9%
FHLB 4.39%, 3/2/06 .......................... $2,250 2,249,726

COMMERCIAL PAPER(f)--1.0%
UBS Finance Delaware LLC 4.55%, 3/1/06 ...... 2,555 2,555,000
- -------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS
(IDENTIFIED COST $54,734,306) 54,734,306
- -------------------------------------------------------------------------
TOTAL INVESTMENTS--119.9%
(IDENTIFIED COST $249,380,184) 305,207,782(a)

Other assets and liabilities, net--(19.9)% (50,608,060)
------------
NET ASSETS--100.0% $254,599,722
============

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $58,058,484 and gross
depreciation of $2,784,705 for federal income tax purposes. At February 28,
2006, the aggregate cost of securities for federal income tax purposes was
$249,934,003.
(b) Non-income producing.
(c) Common stock is considered to be foreign if the security is issued in a
foreign country. The country of risk, noted parenthetically, is determined
based on criteria described in Note 2G "Foreign security country
determination" in the Notes to Financial Statements.
(d) Illiquid. Security valued at fair value as determined in good faith by or
under the direction of the Trustees. At February 28, 2006, this security
amounted to a value of $0 or 0% of net assets.
(e) All or a portion of security is on loan.
(f) The rate shown is the discount rate.
(g) Represents security purchased with cash collateral received for securities
on loan.

See Notes to Financial Statements
10

Phoenix Small-Cap Value Fund

STATEMENT OF ASSETS AND LIABILITIES
FEBRUARY 28, 2006
(UNAUDITED)

ASSETS
Investment securities at value
including $48,735,713 of securities on loan
(Identified cost $249,380,184) $305,207,782
Cash 607,464
Receivables
Investment securities sold 169,632
Dividends 108,290
Fund shares sold 75,976
Prepaid expenses 32,692
------------
Total assets 306,201,836
------------
LIABILITIES
Payables
Investment securities purchased 773,526
Fund shares repurchased 410,105
Upon return of securities loaned 49,929,580
Investment advisory fee 227,328
Distribution and service fees 110,932
Transfer agent fee 86,852
Financial agent fee 14,245
Trustees' fee 84
Other accrued expenses 49,462
------------
Total liabilities 51,602,114
------------
NET ASSETS $254,599,722
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest $180,616,873
Accumulated net investment loss (787,326)
Accumulated net realized gain 18,942,577
Net unrealized appreciation 55,827,598
------------
NET ASSETS $254,599,722
============
CLASS A
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $147,898,322) 7,841,157
Net asset value per share $18.86
Offering price per share $18.86/(1-5.75%) $20.01

CLASS B
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $38,376,838) 2,190,499
Net asset value and offering price per share $17.52

CLASS C
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $68,324,562) 3,900,036
Net asset value and offering price per share $17.52

STATEMENT OF OPERATIONS
SIX MONTHS ENDED FEBRUARY 28, 2006
(UNAUDITED)

INVESTMENT INCOME
Dividends $ 1,260,458
Interest 74,876
Security lending 33,409
Foreign taxes withheld (2,311)
-----------
Total investment income 1,366,432
-----------
EXPENSES
Investment advisory fee 1,127,003
Service fees, Class A 179,509
Distribution and service fees, Class B 196,949
Distribution and service fees, Class C 337,241
Financial agent fee 85,793
Transfer agent 210,176
Custodian 26,240
Printing 25,052
Professional 23,183
Registration 20,026
Trustees 10,746
Miscellaneous 11,771
-----------
Total expenses 2,253,689
Less expenses reimbursed by investment adviser (97,061)
Custodian fees paid indirectly (2,870)
-----------
Net expenses 2,153,758
-----------
NET INVESTMENT INCOME (LOSS) (787,326)
-----------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) on investments 25,923,448
Net change in unrealized appreciation (depreciation)
on investments (6,871,305)
-----------
NET GAIN (LOSS) ON INVESTMENTS 19,052,143
-----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS $18,264,817
===========

See Notes to Financial Statements
11

Phoenix Small-Cap Value Fund

STATEMENT OF CHANGES IN NET ASSETS

Six Months
Ended
February 28, 2006 Year Ended
(Unaudited) August 31, 2005
----------------- ---------------

FROM OPERATIONS
Net investment income (loss) $ (787,326) $ (1,308,333)
Net realized gain (loss) 25,923,448 23,665,069
Net change in unrealized appreciation (depreciation) (6,871,305) 40,989,811
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 18,264,817 63,346,547
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net realized short-term gains, Class A (356,021) --
Net realized short-term gains, Class B (103,790) --
Net realized short-term gains, Class C (177,417) --
Net realized long-term gains, Class A (13,874,632) --
Net realized long-term gains, Class B (4,045,853) --
Net realized long-term gains, Class C (6,915,602) --
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (25,473,315) --
------------ ------------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (325,293 and 1,517,141 shares, respectively) 6,131,394 26,966,994
Net asset value of shares issued from reinvestment of distributions
(729,357 and 0 shares, respectively) 12,953,386 --
Cost of shares repurchased (779,501 and 2,183,066 shares, respectively) (14,861,658) (38,281,398)
------------ ------------
Total 4,223,122 (11,314,404)
------------ ------------
CLASS B
Proceeds from sales of shares (56,478 and 113,665 shares, respectively) 978,627 1,904,955
Net asset value of shares issued from reinvestment of distributions
(201,217 and 0 shares, respectively) 3,323,862 --
Cost of shares repurchased (371,133 and 878,516 shares, respectively) (6,594,329) (14,704,416)
------------ ------------
Total (2,291,840) (12,799,461)
------------ ------------
CLASS C
Proceeds from sales of shares (86,616 and 88,988 shares, respectively) 1,482,025 1,485,601
Net asset value of shares issued from reinvestment of distributions
(357,394 and 0 shares, respectively) 5,904,151 --
Cost of shares repurchased (374,395 and 1,254,224 shares, respectively) (6,679,446) (20,810,655)
------------ ------------
Total 706,730 (19,325,054)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS 2,638,012 (43,438,919)
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS (4,570,486) 19,907,628

NET ASSETS
Beginning of period 259,170,208 239,262,580
------------ ------------
END OF PERIOD (INCLUDING ACCUMULATED NET INVESTMENT LOSS AND UNDISTRIBUTED
NET INVESTMENT INCOME OF ($787,326) AND $0, RESPECTIVELY) $254,599,722 $259,170,208
============ ============

See Notes to Financial Statements
12

Phoenix Small-Cap Value Fund

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

CLASS A
-----------------------------------------------------------------------------
SIX MONTHS
ENDED YEAR ENDED AUGUST 31
FEBRUARY 28, 2006 ----------------------------------------------------------
(UNAUDITED) 2005 2004 2003 2002 2001

Net asset value, beginning of period $19.45 $15.08 $13.42 $11.30 $12.72 $17.90
INCOME FROM INVESTMENT OPERATIONS
Net investment (loss)(1) (0.03) (0.03) (0.06) --(3) (0.01) (0.05)
Net realized and unrealized gain (loss) 1.40 4.40 1.72 2.12 (1.39) (2.34)
------ ------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 1.37 4.37 1.66 2.12 (1.40) (2.39)
------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Distributions from net realized gains (1.96) -- -- -- (0.02) (2.79)
------ ------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (1.96) -- -- -- (0.02) (2.79)
------ ------ ------ ------ ------ ------
Change in net asset value (0.59) 4.37 1.66 2.12 (1.42) (5.18)
------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $18.86 $19.45 $15.08 $13.42 $11.30 $12.72
====== ====== ====== ====== ====== ======
Total return(2) 7.66 %(4) 28.98 % 12.37 % 18.76% (11.02)% (14.24)%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $147,898 $147,132 $124,165 $76,783 $83,005 $88,174

RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 1.40 %(5) 1.40 % 1.40 % 1.40% 1.40 % 1.40 %
Gross operating expenses 1.48 %(5) 1.56 % 1.57 % 1.71% 1.64 % 1.58 %
Net investment income (loss) (0.31)%(5) (0.17)% (0.38)% 0.04% (0.11)% (0.39)%
Portfolio turnover 61 %(4) 102 % 150 % 241% 123 % 229 %

CLASS B
-----------------------------------------------------------------------------
SIX MONTHS
ENDED YEAR ENDED AUGUST 31
FEBRUARY 28, 2006 ----------------------------------------------------------
(UNAUDITED) 2005 2004 2003 2002 2001

Net asset value, beginning of period $18.26 $14.27 $12.79 $10.85 $12.31 $17.54
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) (0.09) (0.15) (0.16) (0.08) (0.10) (0.16)
Net realized and unrealized gain (loss) 1.31 4.14 1.64 2.02 (1.34) (2.28)
------ ------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 1.22 3.99 1.48 1.94 (1.44) (2.44)
------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Distributions from net realized gains (1.96) -- -- -- (0.02) (2.79)
------ ------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (1.96) -- -- -- (0.02) (2.79)
------ ------ ------ ------ ------ ------
Change in net asset value (0.74) 3.99 1.48 1.94 (1.46) (5.23)
------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $17.52 $18.26 $14.27 $12.79 $10.85 $12.31
====== ====== ====== ====== ====== ======
Total return(2) 7.33 %(4) 27.96 % 11.57 % 17.88 % (11.72)% (14.89)%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $38,377 $42,081 $43,801 $40,696 $40,382 $40,270

RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 2.15 %(5) 2.15 % 2.15 % 2.15 % 2.15 % 2.15 %
Gross operating expenses 2.23 %(5) 2.31 % 2.33 % 2.46 % 2.39 % 2.33 %
Net investment income (loss) (1.06)%(5) (0.91)% (1.15)% (0.71)% (0.86)% (1.14)%
Portfolio turnover 61 %(4) 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.
(4) Not annualized.
(5) Annualized.
</FN>

See Notes to Financial Statements
13

Phoenix Small-Cap Value Fund

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

CLASS C
-----------------------------------------------------------------------------
SIX MONTHS
ENDED YEAR ENDED AUGUST 31
FEBRUARY 28, 2006 ----------------------------------------------------------
(UNAUDITED) 2005 2004 2003 2002 2001

Total return(2) 7.33 %(3) 27.96 % 11.57 % 17.88 % (11.72)% (14.89)%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $68,325 $69,957 $71,296 $51,559 $49,201 $45,450

RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 2.15 %(4) 2.15 % 2.15 % 2.15 % 2.15 % 2.15 %
Gross operating expenses 2.23 %(4) 2.31 % 2.32 % 2.46 % 2.39 % 2.33 %
Net investment income (loss) (1.06)%(4) (0.91)% (1.14)% (0.72)% (0.86)% (1.14)%
Portfolio turnover 61 %(3) 102 % 150 % 241 % 123 % 229 %

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

See Notes to Financial Statements
14

PHOENIX VALUE EQUITY FUND

ABOUT YOUR FUND'S EXPENSES (UNAUDITED)

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 and contingent deferred sales charges, if applicable;
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 August 31, 2005 February 28, 2006 Period*
- ------------------ --------------- ----------------- -------------
Actual $1,000.00 $1,079.20 $6.62
Hypothetical (5% return
before expenses) 1,000.00 1,018.35 6.44

*EXPENSES ARE EQUAL TO THE FUND'S CLASS A ANNUALIZED EXPENSE RATIO OF 1.28%,
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.

Beginning Ending Expenses Paid
Value Equity Fund Account Value Account Value During
Class B August 31, 2005 February 28, 2006 Period*
- ------------------ --------------- ----------------- -------------
Actual $1,000.00 $1,075.20 $10.45
Hypothetical (5% return
before expenses) 1,000.00 1,014.60 10.19

*EXPENSES ARE EQUAL TO THE FUND'S CLASS B ANNUALIZED EXPENSE RATIO OF 2.03%,
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.

Beginning Ending Expenses Paid
Value Equity Fund Account Value Account Value During
Class C August 31, 2005 February 28, 2006 Period*
- ------------------ --------------- ----------------- -------------
Actual $1,000.00 $1,075.10 $10.46
Hypothetical (5% return
before expenses) 1,000.00 1,014.60 10.19

*EXPENSES ARE EQUAL TO THE FUND'S CLASS C ANNUALIZED EXPENSE RATIO OF 2.03%,
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.

See Notes to Financial Statements
15

Phoenix Value Equity Fund

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

Financials 35%
Energy 17
Industrials 10
Materials 8
Consumer Discretionary 8
Utilities 6
Telecommunication Services 6
Other 10

SCHEDULE OF INVESTMENTS
FEBRUARY 28, 2006
(UNAUDITED)

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

DOMESTIC COMMON STOCKS--97.6%

AEROSPACE & DEFENSE--4.9%
General Dynamics Corp. ...................... 7,500 $ 924,525
Lockheed Martin Corp. ....................... 7,200 524,664
Northrop Grumman Corp. ...................... 14,300 916,630
------------
2,365,819
------------

AGRICULTURAL PRODUCTS--0.2%
Archer-Daniels-Midland Co. .................. 3,300 104,676

APPAREL RETAIL--0.8%
Abercrombie & Fitch Co. Class A ............. 5,400 363,528

ASSET MANAGEMENT & CUSTODY BANKS--2.3%
Franklin Resources, Inc. .................... 10,600 1,088,408

BIOTECHNOLOGY--0.4%
United Therapeutics Corp.(b) ................ 2,800 172,592

BUILDING PRODUCTS--0.1%
USG Corp.(b) ................................ 900 76,032

COMMUNICATIONS EQUIPMENT--2.1%
Cisco Systems, Inc.(b) ...................... 49,800 1,007,952

COMPUTER & ELECTRONICS RETAIL--0.2%
GameStop Corp. Class A(b) ................... 2,800 112,084

CONSTRUCTION, FARM MACHINERY & HEAVY TRUCKS--1.6%
PACCAR, Inc. ................................ 11,200 782,544

DEPARTMENT STORES--0.1%
Dillard's, Inc. Class A ..................... 1,900 46,873

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

DISTRIBUTORS--0.7%
Building Materials Holding Corp. ............ 4,800 $ 323,040

DIVERSIFIED BANKS--1.9%
Bank of America Corp. ....................... 1 9
Wells Fargo & Co. ........................... 14,100 905,220
------------
905,229
------------

DIVERSIFIED CHEMICALS--0.7%
Ashland, Inc. ............................... 4,900 319,823

DIVERSIFIED COMMERCIAL & PROFESSIONAL SERVICES--0.6%
PHH Corp.(b) ................................ 9,900 283,041

DIVERSIFIED METALS & MINING--3.0%
Phelps Dodge Corp. .......................... 10,400 1,435,200

ELECTRIC UTILITIES--2.7%
FirstEnergy Corp. ........................... 25,800 1,317,864

FOREST PRODUCTS--0.5%
Louisiana-Pacific Corp. ..................... 7,800 221,754

HEALTH CARE DISTRIBUTORS--1.5%
AmerisourceBergen Corp. ..................... 15,300 703,647

HOME IMPROVEMENT RETAIL--3.1%
Home Depot, Inc. (The) ...................... 34,700 1,462,605

HOMEBUILDING--0.2%
William Lyon Homes, Inc.(b) ................. 1,000 85,100

See Notes to Financial Statements
16

Phoenix Value Equity Fund

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

INDEPENDENT POWER PRODUCERS & ENERGY TRADERS--3.6%
Duke Energy Corp. ........................... 33,900 $ 962,760
TXU Corp. ................................... 14,400 754,416
------------
1,717,176
------------

INTEGRATED OIL & GAS--12.1%
Amerada Hess Corp. .......................... 6,900 954,339
Chevron Corp. ............................... 5,400 304,992
ConocoPhillips .............................. 34,400 2,097,024
Exxon Mobil Corp. ........................... 27,800 1,650,486
Marathon Oil Corp. .......................... 10,100 713,060
Occidental Petroleum Corp. .................. 600 54,924
------------
5,774,825
------------

INTEGRATED TELECOMMUNICATION SERVICES--6.1%
AT&T, Inc. .................................. 69,900 1,928,541
BellSouth Corp. ............................. 7,900 249,482
Verizon Communications, Inc. ................ 22,000 741,400
------------
2,919,423
------------

INTERNET SOFTWARE & SERVICES--0.3%
EarthLink, Inc.(b) .......................... 13,400 132,928

INVESTMENT BANKING & BROKERAGE--3.8%
Bear Stearns Cos., Inc. (The) ............... 11,300 1,519,172
Merrill Lynch & Co., Inc. ................... 3,800 293,398
------------
1,812,570
------------

LEISURE PRODUCTS--0.1%
JAKKS Pacific, Inc.(b) ...................... 2,600 64,532

LIFE & HEALTH INSURANCE--6.9%
MetLife, Inc. ............................... 31,900 1,598,828
Prudential Financial, Inc. .................. 15,000 1,155,600
Torchmark Corp. ............................. 10,400 568,568
------------
3,322,996
------------

MANAGED HEALTH CARE--0.5%
CIGNA Corp. ................................. 1,800 220,950

MOTORCYCLE MANUFACTURERS--1.2%
Harley-Davidson, Inc. ....................... 10,700 561,857

MULTI-LINE INSURANCE--4.6%
American International Group, Inc. .......... 5,100 338,436
Genworth Financial, Inc. Class A ............ 9,400 299,108
Hartford Financial Services Group, Inc. (The) 18,800 1,548,744
------------
2,186,288
------------

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

OIL & GAS EXPLORATION & PRODUCTION--2.9%
Anadarko Petroleum Corp. .................... 400 $ 39,664
Devon Energy Corp. .......................... 22,800 1,336,764
------------
1,376,428
------------

OIL & GAS REFINING, MARKETING & TRANSPORTATION--2.3%
Valero Energy Corp. ......................... 20,600 1,108,074

PACKAGED FOODS & MEATS--0.4%
Pilgrim's Pride Corp. ....................... 7,700 177,562

PHARMACEUTICALS--0.9%
Alpharma, Inc. Class A ...................... 6,200 187,550
King Pharmaceuticals, Inc.(b) ............... 14,100 229,125
------------
416,675
------------

PROPERTY & CASUALTY INSURANCE--5.6%
Berkley (W.R.) Corp. ........................ 1,300 75,257
Chubb Corp. (The) ........................... 16,800 1,608,600
CNA Financial Corp.(b) ...................... 3,500 108,220
Fidelity National Financial, Inc. ........... 8,900 336,064
Fidelity National Title Group, Inc. Class A . 2,520 59,724
St. Paul Travelers Cos., Inc. (The) ......... 11,992 515,416
------------
2,703,281
------------

RAILROADS--1.7%
Norfolk Southern Corp. ...................... 16,300 834,234

REGIONAL BANKS--5.9%
KeyCorp ..................................... 37,500 1,397,625
PNC Financial Services Group, Inc. (The) .... 7,500 527,625
SunTrust Banks, Inc. ........................ 12,600 911,862
------------
2,837,112
------------

REITS--1.6%
GMH Communities Trust ....................... 45,900 762,858

SEMICONDUCTOR EQUIPMENT--0.1%
Lam Research Corp.(b) ....................... 1,100 47,410

SEMICONDUCTORS--1.1%
Micron Technology, Inc.(b) .................. 33,600 521,136

SOFT DRINKS--1.9%
PepsiCo, Inc. ............................... 15,300 904,383

STEEL--4.2%
Nucor Corp. ................................. 23,200 1,996,360

See Notes to Financial Statements
17

Phoenix Value Equity Fund

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

THRIFTS & MORTGAGE FINANCE--1.5%
PMI Group, Inc. (The) ....................... 1,700 $ 73,610
Radian Group, Inc. .......................... 11,600 658,300
------------
731,910
------------

TRUCKING--0.7%
Hunt (J.B.) Transport Services, Inc. ........ 13,400 317,044
- -------------------------------------------------------------------------
TOTAL DOMESTIC COMMON STOCKS
(IDENTIFIED COST $43,316,429) 46,625,823
- -------------------------------------------------------------------------

FOREIGN COMMON STOCKS(c)--1.4%

AUTO PARTS & EQUIPMENT--1.4%
Autoliv, Inc. (Sweden) ...................... 12,700 680,085
- -------------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $559,003) 680,085
- -------------------------------------------------------------------------

TOTAL INVESTMENTS--99.0%
(IDENTIFIED COST $43,875,432) 47,305,908(a)

Other assets and liabilities, net--1.0% 475,106
------------
NET ASSETS--100.0% $47,781,014
============

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $4,312,122 and gross
depreciation of $915,460 for federal income tax purposes. At February 28,
2006, the aggregate cost of securities for federal income tax purposes was
$43,909,246.
(b) Non-income producing.
(c) Common stock is considered to be foreign if the security is issued in a
foreign country. The country of risk, noted parenthetically, is determined
based on criteria described in Note 2G "Foreign security country
determination" in the Notes to Financial Statements.

See Notes to Financial Statements
18

Phoenix Value Equity Fund

STATEMENT OF ASSETS AND LIABILITIES
FEBRUARY 28, 2006
(UNAUDITED)

ASSETS
Investment securities at value
(Identified cost $43,875,432) $47,305,908
Receivables
Investment securities sold 3,606,382
Dividends 157,060
Fund shares sold 7,369
Prepaid expenses 22,881
-----------
Total assets 51,099,600
-----------

LIABILITIES
Cash overdraft 59,857
Payables
Investment securities purchased 3,054,364
Fund shares repurchased 70,152
Investment advisory fee 48,947
Transfer agent fee 22,877
Distribution and service fees 20,595
Financial agent fee 5,726
Trustees' fee 84
Other accrued expenses 35,984
-----------
Total liabilities 3,318,586
-----------
NET ASSETS $47,781,014
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest $51,556,797
Undistributed net investment income 312,546
Accumulated net realized loss (7,518,805)
Net unrealized appreciation 3,430,476
-----------
NET ASSETS $47,781,014
===========
CLASS A
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $28,113,544) 1,933,452
Net asset value per share $14.54
Offering price per share $14.54/(1-5.75%) $15.43

CLASS B
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $10,444,220) 748,130
Net asset value and offering price per share $13.96

CLASS C
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $9,223,250) 660,234
Net asset value and offering price per share $13.97

STATEMENT OF OPERATIONS
SIX MONTHS ENDED FEBRUARY 28, 2006
(UNAUDITED)

INVESTMENT INCOME
Dividends $ 692,485
Interest 11,105
-----------
Total investment income 703,590
-----------
EXPENSES
Investment advisory fee 179,871
Service fees, Class A 34,583
Distribution and service fees, Class B 54,903
Distribution and service fees, Class C 46,595
Financial agent fee 30,635
Transfer agent 53,372
Professional 16,842
Registration 15,944
Printing 11,885
Trustees 10,746
Custodian 8,236
Miscellaneous 5,773
-----------
Total expenses 469,385
Less expenses reimbursed by investment adviser (82,910)
Custodian fees paid indirectly (2,773)
-----------
Net expenses 383,702
-----------
NET INVESTMENT INCOME (LOSS) 319,888
-----------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) on investments 7,002,612
Net change in unrealized appreciation (depreciation)
on investments (3,749,145)
-----------
NET GAIN (LOSS) ON INVESTMENTS 3,253,467
-----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS $ 3,573,355
===========

See Notes to Financial Statements
19

Phoenix Value Equity Fund

STATEMENT OF CHANGES IN NET ASSETS

Six Months
Ended
February 28, 2006 Year Ended
(Unaudited) August 31, 2005
----------------- ---------------

FROM OPERATIONS
Net investment income (loss) $ 319,888 $ 291,463
Net realized gain (loss) 7,002,612 4,401,246
Net change in unrealized appreciation (depreciation) (3,749,145) 2,141,924
----------- ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 3,573,355 6,834,633
----------- ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income, Class A (239,885) --
Net investment income, Class B (21,604) --
Net investment income, Class C (19,055) --
----------- ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (280,544) --
----------- ------------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (147,044 and 274,618 shares, respectively) 2,057,807 3,623,573
Net asset value of shares issued from reinvestment of distributions
(16,173 and 0 shares, respectively) 224,477 --
Cost of shares repurchased (319,462 and 911,003 shares, respectively) (4,457,445) (12,004,860)
----------- ------------
Total (2,175,161) (8,381,287)
----------- ------------
CLASS B
Proceeds from sales of shares (30,241 and 97,568 shares, respectively) 403,617 1,235,635
Net asset value of shares issued from reinvestment of distributions
(1,292 and 0 shares, respectively) 17,248 --
Cost of shares repurchased (214,666 and 305,879 shares, respectively) (2,847,345) (3,883,593)
----------- ------------
Total (2,426,480) (2,647,958)
----------- ------------
CLASS C
Proceeds from sales of shares (7,347 and 49,854 shares, respectively) 98,179 637,616
Net asset value of shares issued from reinvestment of distributions
(1,150 and 0 shares, respectively) 15,351 --
Cost of shares repurchased (80,776 and 457,829 shares, respectively) (1,086,471) (5,752,878)
----------- ------------
Total (972,941) (5,115,262)
----------- ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS (5,574,582) (16,144,507)
----------- ------------
NET INCREASE (DECREASE) IN NET ASSETS (2,281,771) (9,309,874)

NET ASSETS
Beginning of period 50,062,785 59,372,659
----------- ------------
END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME
OF $312,546 AND $273,202, RESPECTIVELY) $47,781,014 $ 50,062,785
=========== ============

See Notes to Financial Statements
20

Phoenix Value Equity Fund

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

Net asset value, beginning of period $13.59 $12.05 $11.33 $10.64 $12.76 $15.03
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) 0.11 0.11 0.04 0.11 0.08 0.08
Net realized and unrealized gain (loss) 0.96 1.43 0.72 0.66 (1.97) (0.93)
------ ------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 1.07 1.54 0.76 0.77 (1.89) (0.85)
------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.12) -- (0.04) (0.08) (0.08) --
Distributions from net realized gains -- -- -- -- (0.15) (1.42)
------ ------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (0.12) -- (0.04) (0.08) (0.23) (1.42)
------ ------ ------ ------ ------ ------
Change in net asset value 0.95 1.54 0.72 0.69 (2.12) (2.27)
------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $14.54 $13.59 $12.05 $11.33 $10.64 $12.76
====== ====== ====== ====== ====== ======

Total return(2) 7.92%(3) 12.78% 6.71% 7.31% (14.97)% (6.71)%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $28,114 $28,407 $32,859 $37,310 $43,993 $58,260

RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 1.28%(4) 1.25% 1.25% 1.25% 1.25 % 1.25 %
Gross operating expenses 1.63%(4) 1.71% 1.59% 1.63% 1.49 % 1.38 %
Net investment income (loss) 1.65%(4) 0.84% 0.35% 1.06% 0.64 % 0.53 %
Portfolio turnover 124%(3) 69% 200% 349% 166 % 249 %

Net asset value, beginning of period $13.01 $11.62 $10.99 $10.35 $12.42 $14.77
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) 0.06 0.01 (0.05) 0.04 (0.01) (0.03)
Net realized and unrealized gain (loss) 0.92 1.38 0.70 0.63 (1.91) (0.90)
------ ------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.98 1.39 0.65 0.67 (1.92) (0.93)
------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.03) -- (0.02) (0.03) -- --
Distributions from net realized gains -- -- -- -- (0.15) (1.42)
------ ------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (0.03) -- (0.02) (0.03) (0.15) (1.42)
------ ------ ------ ------ ------ ------
Change in net asset value 0.95 1.39 0.63 0.64 (2.07) (2.35)
------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $13.96 $13.01 $11.62 $10.99 $10.35 $12.42
====== ====== ====== ====== ====== ======
Total return(2) 7.52%(3) 11.96% 5.95 % 6.44% (15.57)% (7.42)%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $10,444 $12,118 $13,247 $16,363 $28,873 $36,669

RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 2.03%(4) 2.00% 2.00 % 2.00% 2.00 % 2.00 %
Gross operating expenses 2.38%(4) 2.46% 2.34 % 2.38% 2.24 % 2.13 %
Net investment income (loss) 0.90%(4) 0.09% (0.40)% 0.37% (0.11)% (0.22)%
Portfolio turnover 124%(3) 69% 200 % 349% 166 % 249 %

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

See Notes to Financial Statements
21

Phoenix Value Equity Fund

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

Net asset value, beginning of period $13.02 $11.63 $11.00 $10.35 $12.43 $14.78
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) 0.06 0.01 (0.05) 0.03 (0.01) (0.03)
Net realized and unrealized gain (loss) 0.92 1.38 0.70 0.65 (1.92) (0.90)
------ ------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.98 1.39 0.65 0.68 (1.93) (0.93)
------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.03) -- (0.02) (0.03) -- --
Distributions from net realized gains -- -- -- -- (0.15) (1.42)
------ ------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (0.03) -- (0.02) (0.03) (0.15) (1.42)
------ ------ ------ ------ ------ ------
Change in net asset value 0.95 1.39 0.63 0.65 (2.08) (2.35)
------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $13.97 $13.02 $11.63 $11.00 $10.35 $12.43
====== ====== ====== ====== ====== ======
Total return(2) 7.51%(3) 11.95% 5.94 % 6.47% (15.56)% (7.41)%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $9,223 $9,538 $13,266 $15,408 $19,231 $23,409

RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 2.03%(4) 2.00% 2.00 % 2.00% 2.00 % 2.00 %
Gross operating expenses 2.38%(4) 2.46% 2.34 % 2.38% 2.24 % 2.13 %
Net investment income (loss) 0.90%(4) 0.09% (0.40)% 0.31% (0.11)% (0.22)%
Portfolio turnover 124%(3) 69% 200 % 349% 166 % 249 %

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

See Notes to Financial Statements
22

PHOENIX INVESTMENT TRUST 97
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2006 (UNAUDITED)

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"). The Phoenix
Small-Cap Value Fund ("Small-Cap Value Fund") is diversified and seeks long-term
capital appreciation. The Phoenix Value Equity Fund ("Value Equity Fund") is
diversified and has a primary investment objective to seek long-term capital
appreciation. The Fund has a secondary investment objective 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%.
Generally, Class A shares are not subject to any charges by the Fund when
redeemed; however, effective January 11, 2006, a 1% contingent deferred sales
charge may be imposed on certain redemptions within one year on purchases on
which a finder's fee has been paid. 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.

PHOENIX INVESTMENT TRUST 97
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2006 (UNAUDITED) (CONTINUED)

D. DISTRIBUTIONS TO SHAREHOLDERS:

Distributions are 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 either changes in exchange
rates or 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. SECURITIES LENDING:

The Funds may loan securities to qualified brokers through an agreement with
State Street Bank (the "Custodian") and the Fund. Under the terms of the
agreement, the Fund receives collateral with a market value not less than 100%
of the market value of loaned securities. Collateral is adjusted daily in
connection with changes in the market value of securities on loan. Collateral
consists of cash, securities issued or guaranteed by the U.S. Government or its
agencies and the sovereign debt of foreign countries. Cash collateral has been
invested in short-term money market funds. Dividends earned on the collateral
and premiums paid by the borrower are recorded as income by the Fund net of fees
and rebates charged by the Custodian for its services in connection with this
securities lending program. Lending portfolio securities involves a risk of
delay in the recovery of the loaned securities or in the foreclosure on
collateral.

3. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS

As compensation for its services to the Trust, the Adviser ("the Adviser"),
Phoenix Investment Counsel, Inc. ("PIC") an indirect wholly-owned subsidiary of
The Phoenix Companies, Inc. ("PNX") is 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 Billion Billion
- ---- ---------- ------- -------
Small-Cap Value Fund.............. 0.90% 0.85% 0.80%
Value Equity Fund................. 0.75% 0.70% 0.65%

For the period of September 1, 2005 to October 1, 2005, Engemann Asset
Management ("EAM") an indirect wholly-owned subsidiary of the Phoenix Companies,
Inc. ("PNX") was the Adviser to the Value Equity Fund. For its services to the
trust EAM was compensated based upon the following annual rates as a percentage
of the average daily net assets of the fund:

1st $1-2 $2 +
Fund $1 Billion Billion Billion
- ---- ---------- ------- -------
Value Equity Fund................. 0.75% 0.70% 0.65%

The Adviser has contractually agreed to limit total fund operating expenses
of each Fund (excluding interest, taxes and extraordinary expenses) until
December 31, 2006, to the extent that such expenses do not 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................. 1.35% 2.10% 2.10%

PHOENIX INVESTMENT TRUST 97
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2006 (UNAUDITED) (CONTINUED)

The Adviser will not seek to recapture any operating expenses reimbursed
under this agreement.

Phoenix/Zweig Advisers LLC ("PZA") is the subadviser to the Small-Cap Value
Fund. For its services, PZA is paid a fee by PIC 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 a wholly-owned subsidiary of PNX.

Acadian Asset Management, Inc. ("Acadian") is the subadviser to the Value
Equity Fund. For its services, Acadian is paid a fee by PIC equal to 0.375% of
the average daily net assets of this Fund up to $1 billion, 0.350% for average
daily net assets over $1 billion to $2 billion and 0.325% for average daily net
assets over $2 billion.

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
six-month period (the "period") ended February 28, 2006, as follows:

Class A Class B Class C
Net Selling Deferred Deferred
Commissions Sales Charges Sales Charges
----------- ------------- -------------
Small-Cap Value Fund....... $4,046 $20,471 $305
Value Equity Fund ......... 1,171 17,418 81

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.

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 oversight of the
performance of PFPC Inc. (subagent to PEPCO), plus (2) the documented cost of
fund accounting, tax services and related services provided by PFPC Inc. For the
period ended February 28, 2006, the Trust incurred financial agent fees totaling
$116,428.

PEPCO serves as the Trust's Transfer Agent with State Street Bank and Trust
Company serving as sub-transfer agent. For the period ended February 28, 2006,
transfer agent fees were $263,548 as reported in the Statements of Operations,
of which PEPCO retained the following:

Transfer Agent
Fee Retained
--------------
Small-Cap Value Fund......................................... $91,410
Value Equity Fund............................................ 8,796

At February 28, 2006, PNX and its affiliates, the retirement plans of PNX and
its affiliates, and Phoenix-affiliated funds held 389,505 Class A shares of the
Phoenix Small-Cap Value Fund with an aggregate net asset value of $7,346,064.

4. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities during the period ended
February 28, 2006 (excluding U.S. Government and agency securities and
short-term securities) were as follows:

Purchases Sales
------------ ------------
Small-Cap Value Fund.................... $153,798,251 $175,508,325
Value Equity Fund....................... 59,714,931 63,899,530

There were no purchases or sales of long-term U.S. Government and agency
securities during the period ended February 28, 2006.

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 February 28, 2006, the Small-Cap Value Fund and the Value Equity Fund held
$64,428,680 and $16,350,652, respectively, in investments issued by Financial
Institutions, comprising 25% and 34% of the total net assets of each 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.

PHOENIX INVESTMENT TRUST 97
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2006 (UNAUDITED) (CONTINUED)

7. 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.

8. 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. During 2004 and 2005, the
Boston District Office of the Securities and Exchange Commission ("SEC")
conducted an examination of the Company's investment company and investment
adviser affiliates. Following the examination, the staff of the Boston District
Office issued a deficiency letter noting perceived weaknesses in procedures for
monitoring trading to prevent market timing activity prior to 2004. 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. In 2005, based on the third party analysis, the Company notified the
staff at the SEC Boston District Office that reimbursements were not appropriate
under the circumstances. The Company does not believe that the outcome of this
matter will be material to these financial statements.

9. 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
----------- -----------
Value Equity Fund........................ $14,293,280 $14,293,280

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

BOARD OF TRUSTEES' CONSIDERATION OF INVESTMENT ADVISORY
AND SUBADVISORY AGREEMENTS FOR
PHOENIX SMALL-CAP VALUE FUND (THE "FUND")
FEBRUARY 28, 2006 (UNAUDITED)

The Board of Trustees is responsible for determining whether to approve the
Fund's investment advisory and subadvisory agreements. At a meeting held on
November 4th, 2005, the Board, including a majority of the independent Trustees,
approved the investment advisory agreement (the "Advisory Agreement") between
Phoenix Investment Counsel, Inc. ("PIC") and the Fund and the investment
subadvisory agreement (the "Subadvisory Agreement") between PIC and
Phoenix/Zweig Advisers LLC (the "Subadvisor"). Pursuant to the Advisory
Agreement between PIC and the Fund, PIC provides advisory services to the Fund.
Pursuant to the Subadvisory Agreement between PIC and the Subadvisor, the
Subadvisor provides the day to day investment management for the Fund.

During the review process, the Board received assistance and advice from, and
met separately with, independent legal counsel. In approving each agreement, the
Board, including a majority of the independent Trustees, determined that the fee
structure was fair and reasonable and that approval of each agreement was in the
best interests of the Fund and its shareholders. While attention was given to
all information furnished, the following discusses the primary factors relevant
to the Board's decision.

ADVISORY AGREEMENT CONSIDERATIONS

NATURE, EXTENT AND QUALITY OF SERVICES. The Board concluded that the nature,
extent and quality of the overall services provided by PIC and its affiliates to
the Fund and its shareholders was reasonable. The Board's conclusion was based,
in part, upon services provided to the Fund such as quarterly reports provided
by PIC comparing the performance of the Fund with a peer group and benchmark,
reports provided by PIC showing that the investment policies and restrictions
for the Fund were followed and reports provided by PIC covering matters such as
the compliance of investment personnel and other access persons with PIC's and
the Fund's code of ethics, the adherence to fair value pricing procedures
established by the Board, the monitoring of portfolio compliance, information on
illiquid securities and derivatives, brokerage commissions and presentations
regarding the economic environment and general investment outlook. The Board
noted that PIC was responsible for the general oversight of the investment
programs of the Fund and the monitoring of the Fund's Subadvisor's investment
performance and its compliance with applicable laws, regulations, policies and
procedures. In this regard, the Board considered the detailed performance review
process of the investment oversight committee. With respect to compliance
monitoring, the Board noted that PIC required quarterly compliance
certifications from the Subadvisor and conducted compliance due diligence visits
at the Subadvisor. The Board also considered the experience of PIC having acted
as an investment adviser to mutual funds for over 70 years and its current
experience in acting as an investment adviser to over 50 mutual funds and
several institutional clients. The Board also noted the extent of benefits that
are provided Fund shareholders from being part of the Phoenix family of funds,
including the right to exchange investments between the same class of funds
without a sales charge, the ability to reinvest Fund dividends into other funds
and the right to combine holdings in other funds to obtain a reduced sales
charge. The Board also considered the transfer agent and shareholder services
that are provided to Fund shareholders by an affiliate of PIC, noting continuing
improvements by management in the scope and quality of services and favorable
reports on such service conducted by third parties.

INVESTMENT PERFORMANCE. The Board placed significant emphasis on the
investment performance of the Fund in view of its importance to shareholders.
While consideration was given to performance reports and discussions at Board
meetings throughout the year, particular attention in assessing such performance
was given to a report for the Fund prepared by Lipper Financial Services
("Lipper") furnished for the contract renewal process. The Lipper report showed
the investment performance of the Fund's Class A shares for the 1, 3 and 5 year
periods ended September 30, 2005 and the year-to-date period ended September 30,
2005. The Board reviewed the investment performance of the Fund, along with
comparative performance information of a peer group of funds and a relevant
market index. The Board noted and was satisfied that, although the Fund had
trailed its benchmark for the 3 and 5 year periods, the Fund outperformed the
benchmark for the more recent 1 year and year-to-date periods. The Board noted
that the Lipper peer group ranking of the Fund appeared to be improving as well.

PROFITABILITY. The Board also considered the level of profits realized by PIC
and its affiliates in connection with the operation of the Fund. In this regard,
the Board reviewed the Fund profitability analysis that addressed the overall
profitability of PIC for its management of the Phoenix retail fund family, as
well as its profits and that of its affiliates, for managing the Fund. Specific
attention was given to the methodology followed in allocating costs to the Fund,
it being recognized that allocation methodologies are inherently subjective and
various allocation methodologies may each be reasonable while producing
different results. In this regard, the Board noted that the allocation appeared
reasonable. The Board also noted the voluntary reimbursements provided to the
Fund. The Board concluded that the profitability to PIC from the Fund was
reasonable.

BOARD OF TRUSTEES' CONSIDERATION OF INVESTMENT ADVISORY
AND SUBADVISORY AGREEMENTS FOR
PHOENIX SMALL-CAP VALUE FUND (THE "FUND")
FEBRUARY 28, 2006 (UNAUDITED) (CONTINUED)

MANAGEMENT FEE AND TOTAL EXPENSES. The Board also placed significant emphasis
on the review of expenses of the Fund. Consideration was given to a comparative
analysis of the management fees and total expense ratios of the Fund compared
with those of a group of other funds selected by Lipper as its appropriate
Lipper expense group under the Lipper report. The Board noted that the total
expenses of the Fund were approximately equal to the average total expenses for
comparable funds and that, although the contractual management fee was slightly
higher than the median for the peer group, when fee waivers were factored in,
the management fee was less than the median. The Board was satisfied with the
management fee and total expenses of the Fund in comparison to its expense group
as shown in the Lipper report and concluded that such fee and expenses were
reasonable.

ECONOMIES OF SCALE. The Board noted that the management fee included
breakpoints based on the amount of assets under management. The Board also noted
that it was likely that PIC and the Fund would achieve certain economies of
scale as the assets grew covering certain fixed costs. The Board concluded that
shareholders would have an opportunity to benefit from these economies of scale.

SUBADVISORY AGREEMENT CONSIDERATIONS

NATURE, EXTENT AND QUALITY OF SERVICES. The Board concluded that the nature,
extent and quality of the overall services that are provided by the Subadvisor
to the Fund and its shareholders was reasonable. The Board's opinion was based,
in part, upon the extensive experience of the Subadvisor and the portfolio
managers. In this regard, the Board noted that each member of the portfolio
management team had over 10 years of experience in the investment management
business. Turning to compensation, the Board noted that a primary factor in the
Subadvisor's determination of the amount of bonus compensation to portfolio
managers was the relative investment performance of the funds that they managed
which would align their interests with those of the Fund's shareholders. The
Board also considered and was satisfied with the adequacy of the Subadvisor's
compliance program.

INVESTMENT PERFORMANCE. The Board placed significant emphasis on the
investment performance of the Fund in view of its importance to shareholders.
While consideration was given to performance reports and discussions at Board
meetings throughout the year, particular attention in assessing such performance
was given to a report for the Fund prepared by Lipper. The Lipper report showed
the investment performance of the Fund's Class A shares for the 1, 3 and 5 year
periods ended September 30, 2005 and the year-to-date period ended September 30,
2005. The Board reviewed the investment performance of the Fund, along with
comparative performance information of a peer group of funds and a relevant
market index. The Board noted and was satisfied that, although the Fund had
trailed its benchmark for the 3 and 5 year periods, the Fund outperformed the
benchmark for the more recent 1 year and year-to-date periods. The Board noted
that the Lipper peer group ranking of the Fund appeared to be improving as well.

PROFITABILITY. The Board did not separately review profitability information
for the Subadvisor noting that the subadvisory fee is paid by PIC and not by the
Fund so that Fund shareholders would not be directly impacted.

SUBADVISORY FEE. The Board did not receive comparative fee information of
subadvisory fees but noted that the subadvisory fee is paid by PIC and not by
the Fund so that Fund shareholders would not be directly impacted.

ECONOMIES OF SCALE. The Board also considered the existence of any economies
of scale and whether those economies would be passed along to the Fund's
shareholders but noted that any economies would most likely be generated at the
fund level and not necessarily at the subadvisor level.

MATTERS SUBMITTED TO A VOTE OF SHAREHOLDERS
RESULTS OF SHAREHOLDER MEETING
SEPTEMBER 16, 2005
(UNAUDITED)

At a Special meeting of Shareholders of Phoenix Value Equity Fund (the
"Fund") held on September 16, 2005, Shareholders voted on the following
proposals:

1. To approve a new Investment Advisory Agreement between the Fund and
Phoenix Investment Counsel, Inc. ("PIC")

2. To approve a Subadvisory Agreement between PIC and Acadian Asset
Management, Inc.

3. To permit PIC to hire and replace subadvisers or to modify
subadvisory agreements without shareholder approval.

NUMBER OF ELIGIBLE UNITS VOTED:

FOR AGAINST ABSTAIN BROKER NON-VOTES
--- ------- ------- ----------------

1. Approve a new Investment Advisory Agreement... 2,454,699.849 21,103.061 145,234.379 n/a

2. Approve a new Subadvisory Agreement........... 2,430,004.176 22,409.282 168,623.831 n/a

3. Permission for PIC to hire and replace
subadvisers or to modify subadvisory
Agreements without shareholder approval....... 1,242,785.088 66,384.568 174,669.633 1,137,198.000

(This page has been left blank intentionally.)

PHOENIX INVESTMENT TRUST 97
101 Munson Street
Greenfield, MA 01301

TRUSTEES
E. Virgil Conway
Harry Dalzell-Payne
S. Leland Dill(1)
Francis E. Jeffries
Leroy Keith, Jr.
Marilyn E. LaMarche
Philip R. McLoughlin, Chairman
Geraldine M. McNamara
Everett L. Morris(2)
James M. Oates
Donald B. Romans(1)
Richard E. Segerson

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

(1) Pursuant to the Trust's retirement policy, Messrs. Dill and Romans will
retire from the Board of Trustees effective April 29, 2006.
(2) Pursuant to the Trust's retirement policy, Mr. Morris will retire from the
Board of Trustees immediately following its May 2006 meeting.

INVESTMENT ADVISER
Phoenix Investment Counsel, Inc.
56 Prospect Street
Hartford, CT 06115-0480

PRINCIPAL UNDERWRITER
Phoenix Equity Planning Corporation
One American Row
Hartford, CT 06103-2899

TRANSFER AGENT
Phoenix Equity Planning Corporation
One American Row
Hartford, CT 06103-2899

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

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.
- --------------------------------------------------------------------------------

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

[GRAPHIC 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.

PXP214
BPD25789 4-06

ITEM 2. CODE OF ETHICS.

Not applicable.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.

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.

There have been no material changes to the procedures by which the shareholders
may recommend nominees to the registrant's board of trustees, where those
changes were implemented after the registrant last provided disclosure in
response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR
240.14a-101), or this Item.

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 registrant's 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) Not applicable.

(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 May 5, 2006
----------------------------------------------------------------------------

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 May 5, 2006
----------------------------------------------------------------------------

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

Date May 4, 2006
----------------------------------------------------------------------------

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