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 811-21371
---------

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

101 Munson Street
Greenfield, MA 01301
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(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
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(Name and address of agent for service)

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

Date of fiscal year end: February 28
-----------

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

ANNUAL REPORT

Phoenix Focused Value Fund
Formerly Janus Adviser: Focused Value Fund

Phoenix Foreign Opportunities Fund
Formerly Janus Adviser: International 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 ADVISER TRUST

[LOGO OMITTED]
PHOENIXFUNDS(SM)

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

This report is not authorized for distribution to prospective investors in the
Phoenix Adviser Trust 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:

[PHOTO OMITTED]
The enclosed annual report addresses the performance of your Phoenix
mutual fund for the fiscal year ended February 28, 2006. The report also
provides a commentary from your fund's management team on how the fund
performed, the investment strategies used, and how the fund's results compared
to the broader market.
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 Focused Value Fund................................................. 4
Phoenix Foreign Opportunities Fund......................................... 13
Notes to Financial Statements.............................................. 23
Report of Independent Registered Public Accounting Firm.................... 29
Board of Trustees' Consideration of Investment Advisory and
Subadvisory Agreements................................................. 30
Results of Shareholder Meeting............................................. 33
Fund Management Tables..................................................... 34

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

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

GLOSSARY

ADR (AMERICAN DEPOSITARY RECEIPT)
Represents shares of foreign companies traded in U.S. dollars on U.S. exchanges
that are held by a bank or a trust. Foreign companies use ADRs in order to make
it easier for Americans to buy their shares.

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

MSCI EAFE(R) INDEX (NET)
A free float-adjusted market capitalization index that measures developed
foreign market equity performance, excluding the U.S. and Canada. The index is
calculated on a total return basis with gross dividends reinvested.

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

SPONSORED ADR
An ADR which is issued with the cooperation of the company whose stock will
underlie the ADR. These shares carry all the rights of the common share such as
voting rights. ADRs must be sponsored to be able to trade on the NYSE.

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

INDEXES ARE UNMANAGED AND NOT AVAILABLE FOR DIRECT INVESTMENT; THEREFORE,
THEIR PERFORMANCE DOES NOT REFLECT THE EXPENSES ASSOCIATED WITH THE ACTIVE
MANAGEMENT OF AN ACTUAL PORTFOLIO.
3

PHOENIX FOCUSED VALUE FUND

A DISCUSSION WITH THE FUND'S PORTFOLIO MANAGER, ED WALCZAK

Q: HOW DID THE PHOENIX FOCUSED VALUE FUND PERFORM FOR ITS FISCAL YEAR ENDED
FEBRUARY 28, 2006?

A: For the fiscal year ended February 28, 2006, the Fund's Class A shares
returned 1.65% and Class C shares returned 0.86%. For the same period, the S&P
500(R) Index, which is a broad based equity index, returned 8.40%. All
performance figures assume reinvestment of distributions and exclude the effect
of sales charges. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS AND CURRENT
PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE SHOWN ABOVE.

Q: HOW DID THE EQUITY MARKETS PERFORM DURING THE FUND'S FISCAL YEAR?

A: Deep value investing, which is not our style of investing, did well over the
year precisely because this style can buy oil, commodities and cyclical stocks.
Generally speaking, the earnings of value priced stocks (as conventionally
defined) are closely tied to the economic cycle. Some macro economic observers
have argued that all higher risk assets around the world, from emerging market
debt to U.S. oil refiners, have benefited from the ample supply of liquidity
freed up by former Federal Reserve Chairman Alan Greenspan since the tech bubble
burst in 2000. This auspicious environment for higher risk assets has been
detrimental to our more conservative investment style, which emphasizes high
quality, high return on equity businesses. However, if this trend of more
cyclical, lower quality businesses doing well is nearing its end because these
groups may be enjoying peak or even inflated earnings, it could be beneficial
for our future relative performance.

Q: WHAT FACTORS AFFECTED THE FUND'S PERFORMANCE DURING ITS FISCAL YEAR?

A: Stock valuations remained compressed within the U.S. market for the last 18
to 24 months, and we were unable to find many obvious mispriced stocks for the
portfolio. Our strict adherence to our investment process prevents us from
owning energy, technology and other cyclical businesses. The portfolio continues
to hold a significant cash position because it is difficult for us to be fully
invested at this time. This has caused us to lag the market.

A good deal of the Fund's underperformance was attributable to the strong
performance of energy and commodity companies. Our investment approach typically
prevents us from owning these companies due to their mediocre returns on capital
and the potential unsustainability of higher levels of profitability.

Our stock picking also contributed to underperformance. Fannie Mae was our
worst performer, as the pending restatement of its historical results and
potential legislative factors displaced any confidence in the underlying
economics of its business. Our radio stocks, Entercom and Saga, also hurt the
portfolio, as advertising growth proved less robust than expected. Fifth Third
Bankcorp, a financial stock,

Phoenix Focused Value Fund (continued)

was negatively impacted by the flattening yield curve, largely because of its
poor management of its balance sheet. In the consumer group, Liz Claiborne,
Harley-Davidson and Signet all suffered declines because of fears of the impact
of rising oil prices on discretionary consumer spending. Our single largest
position in Berkshire Hathaway did not help either. Not all of our stock picking
was disappointing, however, as Chubb, HCA, Tiffany, Nestle and State Street Bank
all enjoyed excellent returns.

MARCH 2006

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

FOR DEFINITIONS OF INDEXES CITED IN THIS REPORT, SEE THE GLOSSARY ON PAGE 3.

Phoenix Focused Value Fund

TOTAL RETURNS(1) PERIODS ENDING 2/28/06

INCEPTION INCEPTION
1 YEAR 5 YEARS 10 YEARS TO 2/28/06 DATE
------ ------- -------- ---------- ---------

Class A Shares at NAV(2) 1.65% 7.16% 10.93% -- --
Class A Shares at POP(3) (4.20) 5.90 10.27 -- --

Class C Shares at NAV(2) 0.86 -- -- 10.32% 10/9/02
Class C Shares with CDSC(4) 0.86 -- -- 10.32 10/9/02

S&P 500(R) Index 8.40 2.36 8.96 Note 5 Note 5

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

(1) TOTAL RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE AND THE
REINVESTMENT OF BOTH DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS.
(2) "NAV" (NET ASSET VALUE) TOTAL RETURNS DO NOT INCLUDE THE EFFECT OF ANY SALES
CHARGE.
(3) "POP" (PUBLIC OFFERING PRICE) TOTAL RETURNS INCLUDE THE EFFECT OF THE
MAXIMUM FRONT-END 5.75% SALES CHARGE.
(4) CDSC (CONTINGENT DEFERRED SALES CHARGE) IS APPLIED TO REDEMPTIONS OF CERTAIN
CLASSES OF SHARES THAT DO NOT HAVE A SALES CHARGE APPLIED AT THE TIME OF
PURCHASE. CDSC CHARGES FOR C SHARES ARE 1% IN THE FIRST YEAR AND 0%
THEREAFTER.
(5) INDEX PERFORMANCE IS 17.99% FOR CLASS C (SINCE 10/9/02).

GROWTH OF $10,000 PERIODS ENDING 2/28
This Growth of $10,000 chart assumes an initial investment of $10,000 made on
2/28/96 in Class A shares. The total return for Class A shares reflects the
maximum sales charge of 5.75% on the initial investment. The performance of the
other share class will be greater or less than that shown based on difference in
inception dates, fees and sales charges. Performance assumes dividends and
capital gains are reinvested.

[CHART OMITTED-EDGAR REPRESENTATION OF DATA FOLLOWS]

Phoenix Focused Value Fund Class A S&P 500 Index
02/29/1996 $ 9,425 $10,000
02/28/1997 11,418 12,638
02/27/1998 15,378 17,065
02/26/1999 15,496 20,456
02/29/2000 12,083 22,883
02/28/2001 18,814 20,989
02/28/2002 20,979 18,989
02/28/2003 18,476 14,682
02/27/2004 25,531 20,342
02/28/2005 26,155 21,757
02/28/2006 26,586 23,586

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

Phoenix Focused Value Fund

ABOUT YOUR FUND'S EXPENSES
We believe it is important for you to understand the impact of costs on your
investment. All mutual funds have operating expenses. As a shareholder of the
Focused 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
Focused Value Fund Account Value Account Value During
Class A August 31, 2005 February 28, 2006 Period*
- ------------------ --------------- ----------------- -------------
Actual $1,000.00 $1,035.70 $5.80
Hypothetical (5% return
before expenses) 1,000.00 1,019.02 5.77

*EXPENSES ARE EQUAL TO THE FUND'S CLASS A ANNUALIZED EXPENSE RATIO OF 1.15%,
WHICH IS NET OF WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED
BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS
IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE
ONE-HALF YEAR PERIOD.

ACTUAL RETURN AS CALCULATED IN THE ABOVE TABLE IS BASED ON THE FUND'S CLASS A
RETURN FOR THE PAST SIX MONTHS. WHILE REQUIRED TO BE PRESENTED IN THIS FORMAT,
IT IS NOT THE CLASS' ACTUAL RETURN FOR THE YEAR ENDED FEBRUARY 28, 2006. THE
CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR WAS 1.65%. UTILIZING THIS 12
MONTH RETURN YIELDS AN ACCOUNT VALUE AT FEBRUARY 28, 2006 OF $1,016.50.

Beginning Ending Expenses Paid
Focused Value Fund Account Value Account Value During
Class C August 31, 2005 February 28, 2006 Period*
- ------------------ --------------- ----------------- -------------
Actual $1,000.00 $1,032.30 $9.57
Hypothetical (5% return
before expenses) 1,000.00 1,015.26 9.54

*EXPENSES ARE EQUAL TO THE FUND'S CLASS C ANNUALIZED EXPENSE RATIO OF 1.90%,
WHICH IS NET OF WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED
BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS
IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE
ONE-HALF YEAR PERIOD.

ACTUAL RETURN AS CALCULATED IN THE ABOVE TABLE IS BASED ON THE FUND'S CLASS C
RETURN FOR THE PAST SIX MONTHS. WHILE REQUIRED TO BE PRESENTED IN THIS FORMAT,
IT IS NOT THE CLASS' ACTUAL RETURN FOR THE YEAR ENDED FEBRUARY 28, 2006. THE
CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR WAS 0.86%. UTILIZING THIS 12
MONTH RETURN YIELDS AN ACCOUNT VALUE AT FEBRUARY 28, 2006 OF $1,008.60.

YOU CAN FIND MORE INFORMATION ABOUT THE FUNDS EXPENSES IN THE FINANCIAL
STATEMENTS SECTION THAT FOLLOWS. FOR ADDITIONAL INFORMATION ON OPERATING
EXPENSES AND OTHER SHAREHOLDER COSTS REFER TO THE PROSPECTUS.
7

Phoenix Focused Value Fund

Ten Largest Holdings at February 28, 2006 (as a percentage of net assets)(e)

1. Berkshire Hathaway, Inc. Class A 14.9%
2. Freddie Mac 8.1%
3. American International Group, Inc. 4.2%
4. Wells Fargo & Co. 3.9%
5. Fannie Mae 3.8%
6. Nestle S.A. Sponsored ADR 3.5%
7. Diageo plc Sponsored ADR 3.1%
8. Fifth Third Bancorp 3.0%
9. Johnson & Johnson 2.8%
10. Wal-Mart Stores, Inc. 2.7%

SECTOR WEIGHTINGS 2/28/06

As a percentage of total investments

[CHART OMITTED-EDGAR REPRESENTATION OF DATA FOLLOWS]

Financials 44%
Consumer Staples 16
Consumer Discretionary 13
Health Care 6
Other 21

SCHEDULE OF INVESTMENTS
FEBRUARY 28, 2006

SHARES VALUE
---------- -----------
DOMESTIC COMMON STOCKS--68.1%

APPAREL RETAIL--2.0%
TJX Cos., Inc. (The) ............................ 48,100 $1,177,969

APPAREL, ACCESSORIES & LUXURY GOODS--2.2%
Liz Claiborne, Inc. ............................. 36,700 1,322,301

BROADCASTING & CABLE TV--3.0%
Entercom Communications Corp.(b) ................ 35,100 988,767
Saga Communications, Inc. Class A(b) ............ 84,075 796,190
----------
1,784,957
----------
CASINOS & GAMING--0.5%
International Game Technology ................... 8,900 318,353

CONSUMER FINANCE--1.0%
American Express Co. ............................ 11,700 630,396

DIVERSIFIED BANKS--4.9%
Bank of America Corp. ........................... 13,900 637,315
Wells Fargo & Co. ............................... 36,300 2,330,460
----------
2,967,775
----------

SHARES VALUE
---------- -----------
HEALTH CARE FACILITIES--2.4%
HCA, Inc.. ...................................... 12,600 $ 603,540
Health Management Associates, Inc.
Class A ....................................... 40,700 866,503
----------
1,470,043
----------
HOMEFURNISHING RETAIL--2.2%
Mohawk Industries, Inc.(b) ...................... 15,130 1,308,896

HYPERMARKETS & SUPER CENTERS--2.7%
Wal-Mart Stores, Inc. ........................... 36,100 1,637,496

MULTI-LINE INSURANCE--4.2%
American International Group, Inc. .............. 37,800 2,508,408

PACKAGED FOODS & MEATS--1.7%
General Mills, Inc. ............................ 20,700 1,019,475

PHARMACEUTICALS--3.4%
Johnson & Johnson ............................... 29,100 1,677,615
Pfizer, Inc. .................................... 13,000 340,470
----------
2,018,085
----------

8 See Notes to Financial Statements

Phoenix Focused Value Fund

SHARES VALUE
---------- -----------
PROPERTY & CASUALTY INSURANCE--16.6%
Berkshire Hathaway, Inc. Class A(b) ............. 103 $ 8,940,400
Cincinnati Financial Corp. ...................... 17,092 758,201
Markel Corp.(b) ................................. 570 187,274
Old Republic International Corp. ................ 3,296 70,172
-----------
9,956,047
-----------
PUBLISHING & PRINTING--1.3%
Gannett Co., Inc. ............................... 12,500 777,000

REGIONAL BANKS--3.0%
Fifth Third Bancorp ............................. 46,300 1,789,495

SOFT DRINKS--1.1%
Coca-Cola Co. (The) ............................. 15,700 658,929

THRIFTS & MORTGAGE FINANCE--14.6%
Fannie Mae ...................................... 42,174 2,306,075
Freddie Mac ..................................... 72,300 4,872,297
Golden West Financial Corp. ..................... 22,600 1,605,278
-----------
8,783,650
-----------
TOBACCO--1.3%
Altria Group, Inc. .............................. 10,600 762,140
- ---------------------------------------------------------------------------
TOTAL DOMESTIC COMMON STOCKS
(IDENTIFIED COST $36,935,023) 40,891,415
- ---------------------------------------------------------------------------

FOREIGN COMMON STOCKS(c)--11.3%

DISTILLERS & VINTNERS--3.1%
Diageo plc Sponsored ADR (United Kingdom) ....... 29,700 1,832,490

PACKAGED FOODS & MEATS--6.1%
Cadbury Schweppes plc Sponsored ADR
(United Kingdom) ................................ 39,400 1,612,248

Nestle S.A. Sponsored ADR (Switzerland) ......... 28,200 2,073,371
-----------
3,685,619
-----------

SHARES VALUE
---------- -----------
SPECIALTY STORES--2.1%
Signet Group plc Sponsored ADR
(United Kingdom) ................................ 69,700 $1,264,358
- ---------------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST ($6,343,185) 6,782,467
- ---------------------------------------------------------------------------
TOTAL LONG TERM INVESTMENTS--79.4%
(IDENTIFIED COST $43,278,208) 47,673,882
- ---------------------------------------------------------------------------

PAR VALUE
(000)
---------
SHORT-TERM INVESTMENTS(d)--21.0%

U.S. TREASURY BILLS--5.0%
U.S. Treasury Bill 4.502%, 8/17/06 .............. $3,033 2,969,286

COMMERCIAL PAPER--16.0%
Cargill, Inc. 4.50%, 3/1/06 ..................... 1,270 1,270,000
Atlantic Industries, Inc. 4.46%, 3/2/06 ......... 1,940 1,939,760
CAFCO LLC 4.50%, 3/7/06 ......................... 475 474,644
Sysco Corp. 4.48%, 3/7/06 ....................... 810 809,395
Danske Corp. 4.50%, 3/8/06 ...................... 1,275 1,273,884
BellSouth Corp. 4.48%, 3/10/06 .................. 1,955 1,952,810
Clipper Receivables Co. LLC 4.51%, 3/23/06 ...... 1,895 1,889,777
-----------
9,610,270
-----------
- ---------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS
(IDENTIFIED COST $12,579,532) 12,579,556
- ---------------------------------------------------------------------------
TOTAL INVESTMENTS--100.4%
(IDENTIFIED COST $55,857,740) 60,253,438(a)
Other assets and liabilities, net--(0.4)% (264,329)
-----------
NET ASSETS--100.0% $59,989,109
===========

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $5,778,649 and gross
depreciation of $1,485,321 for federal income tax purposes. At February 28,
2006, the aggregate cost of securities for federal income tax purposes was
$55,960,110.
(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) The rate shown is the discount rate.
(e) Table excludes short-term investments.

See Notes to Financial Statements 9

Phoenix Focused Value Fund

STATEMENT OF ASSETS AND LIABILITIES
FEBRUARY 28, 2006

ASSETS
Investment securities at value
(Identified cost $55,857,740) $60,253,438
Cash 2,971
Receivables
Dividends 42,614
Fund shares sold 22,193
Prepaid expenses 16,285
-----------
Total assets $60,337,501
-----------
LIABILITIES
Payables
Investment securities purchased 169,420
Fund shares repurchased 84,206
Investment advisory fee 25,539
Professional fee 22,832
Transfer agent fee 17,238
Distribution and service fees 13,725
Financial agent fee 6,304
Trustees' fee 84
Other accrued expenses 9,044
-----------
Total liabilities 348,392
-----------
NET ASSETS $59,989,109
===========
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest $54,774,209
Accumulated net realized gain 819,202
Net unrealized appreciation 4,395,698
-----------
NET ASSETS $59,989,109
===========
CLASS A
Shares of beneficial interest outstanding,
$0.001 par value, unlimited authorization
(Net Assets $56,306,782) 2,967,788
Net asset value per share $18.97
Offering price per share $18.97/(1-5.75%) $20.13

CLASS C
Shares of beneficial interest outstanding,
$0.001 par value, unlimited authorization
(Net Assets $3,682,327) 199,811
Net asset value and offering price per share $18.43

STATEMENT OF OPERATIONS
YEAR ENDED FEBRUARY 28, 2006

INVESTMENT INCOME
Dividends $ 883,682
Interest 371,504
Foreign taxes withheld (9,587)
----------
Total investment income 1,245,599
----------
EXPENSES
Investment advisory fee 561,573
Service fees, Class A 109,081
Distribution and service fees, Class C 36,658
Distribution and service fees, Investor Class 49,613
Distribution and service fees, Class I 2,852
Financial agent fee 47,329
Administration fee 29,992
Transfer agent 97,144
Trustees 54,175
Printing 50,830
Professional 40,803
Custodian 23,472
Registration 18,886
Miscellaneous 10,843
----------
Total expenses 1,133,251
Less expenses reimbursed by investment adviser (297,098)
Custodian fees paid indirectly (722)
----------
Net expenses 835,431
----------
NET INVESTMENT INCOME (LOSS) 410,168
----------

NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Net realized gain (loss) on investments 3,642,690
Net change in unrealized appreciation
(depreciation) on investments (3,474,699)
----------
NET GAIN (LOSS) ON INVESTMENTS 167,991
----------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ 578,159
==========

10 See Notes to Financial Statements

Phoenix Focused Value Fund

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
FEBRUARY 28, 2006 FEBRUARY 28, 2005
----------------- -----------------

FROM OPERATIONS
Net investment income (loss) $ 410,168 $ 61,654
Net realized gain (loss) 3,642,690 6,273,086
Net change in unrealized appreciation (depreciation) (3,474,699) (4,344,567)
Payment by affiliate (See Note 3) -- 585
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 578,159 1,990,758
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income, Class A (344,668) --
Net investment income, Class C (3,861) --
Net investment income, Investor Class (117,053) --
Net investment income, Class I (6,240) --
Net realized short-term gains, Class A (299,802) --
Net realized short-term gains, Class C (20,711) --
Net realized long-term gains, Class A (2,611,498) (544,740)
Net realized long-term gains, Class C (338,851) (279,447)
Net realized long-term gains, Investor Class (3,003,384) (7,871,175)
Net realized long-term gains, Class I (181,221) (539,295)
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (6,927,289) (9,234,657)
------------ ------------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (153,804 and 101,198 shares, respectively) 2,953,908 2,192,726
Net asset value of shares issued from reinvestment of
distributions (167,817 and 24,980 shares, respectively) 3,161,352 520,067
Proceeds from shares issued in connection with reclassification from
Investor Class Shares (2,994,554 and 0 shares, respectively) (See
Note 9) 59,058,124 --
Proceeds from shares issued in connection with reclassification from
Class I Shares (180,929 and 0 shares, respectively) (See Note 9) 3,568,308 --
Cost of shares repurchased (776,140 and 44,413 shares, respectively) (15,023,305) (941,410)
------------ ------------
Total 53,718,387 1,771,383
------------ ------------
CLASS C
Proceeds from sales of shares (32,657 and 80,521 shares, respectively) 624,826 1,653,395
Net asset value of shares issued from reinvestment of
distributions (19,183 and 13,098 shares, respectively) 357,909 267,204
Cost of shares repurchased (25,821 and 1,601 shares, respectively) (486,444) (32,119)
------------ ------------
Total 496,291 1,888,480
------------ ------------
INVESTOR CLASS
Proceeds from sales of shares (104,213 and 855,396 shares, respectively) 2,119,477 18,185,566
Net asset value of shares issued from reinvestment of
distributions (156,298 and 371,642 shares, respectively) 3,050,945 7,716,353
Cost of shares repurchased (680,869 and 893,222 shares, respectively) (13,656,695) (18,910,696)
Value of shares liquidated in connection with reclassification to Class A
Shares (3,005,502 and 0 shares, respectively) (See Note 9) (59,058,124) --
------------ ------------
Total (67,544,397) 6,991,223
------------ ------------
CLASS I
Proceeds from sales of shares (1,207 and 4,089 shares, respectively) 24,188 88,692
Net asset value of shares issued from reinvestment of distributions
(9,048 and 23,197 shares, respectively) 176,169 480,968
Cost of shares repurchased (19,186 and 93,596 shares, respectively) (382,874) (1,989,941)
Value of shares liquidated in connection with reclassification to
Class A Shares (182,057 and 0 shares, respectively) (See Note 9) (3,568,308) --
------------ ------------
Total (3,750,825) (1,420,281)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS (17,080,544) 9,230,805
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS (23,429,674) 1,986,906
NET ASSETS
Beginning of period 83,418,783 81,431,877
------------ ------------
END OF PERIOD [INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME
OF $0 AND $61,654, RESPECTIVELY] $ 59,989,109 $ 83,418,783
============ ============

See Notes to Financial Statements 11

Phoenix Focused Value Fund

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

CLASS A
------------------------------------------------------------------------
FOR THE PERIOD
YEAR ENDED FEBRUARY 28, JANUARY 1, 2004 TO YEAR ENDED DECEMBER 31,
----------------------- FEBRUARY 29, --------------------------
2006 2005 2004 2003 2002 2001

Net asset value, beginning of period $20.74 $22.69 $21.82 $18.64 $19.86 $19.29
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.12(6) 0.03 --(2) 0.03 (0.09) (0.12)
Net realized and unrealized gain (loss) 0.19 0.48 0.87 4.47 (0.33) 0.71
------ ------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.31 0.51 0.87 4.50 (0.42) 0.59
------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.15) -- -- -- -- (0.02)
Distributions from net realized gains (1.93) (2.46) -- (1.32) (0.80) --
------ ------ ------ ------ ------- ------
TOTAL DISTRIBUTIONS (2.08) (2.46) -- (1.32) (0.80) (0.02)
------ ------ ------ ------ ------ ------
Payment by affiliate(7) -- --(2) -- -- -- --
------ ------ ------ ------ ------ ------
Change in net asset value (1.77) (1.95) 0.87 3.18 (1.22) 0.57
------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $18.97 $20.74 $22.69 $21.82 $18.64 $19.86
====== ====== ====== ====== ====== ======
Total return(1) 1.65% 2.45% 3.99 %(5) 24.54 % (2.20)% 3.06 %
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) $56,307 $5,120 $3,746 $3,752 $112,302 $86,157
RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 1.15% 1.15% 1.15 %(4) 2.11 % 1.72 % 1.75 %(3)
Gross operating expenses 1.50% 1.85% 1.96 %(4) 2.11 % 1.74 % 1.75 %(3)
Net investment income (loss) 0.61% 0.18% (0.33)%(4) (0.88)% (0.63)% (0.43)%
Portfolio turnover 34% 40% 55 %(4) 21 % 76 % 66 %

CLASS C
-------------------------------------------------------------------------
FOR THE PERIOD FROM INCEPTION
YEAR ENDED FEBRUARY 28, JANUARY 1, 2004 YEAR ENDED OCTOBER 9, TO
----------------------- TO FEBRUARY 29, DECEMBER 31, DECEMBER 31,
2006 2005 2004 2003 2002

Net asset value, beginning of period $20.23 $22.35 $21.52 $18.60 $17.49
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (0.01)(6) (0.04) --(2) (0.07) (0.06)
Net realized and unrealized gain (loss) 0.16 0.38 0.83 4.31 1.97
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.15 0.34 0.83 4.24 1.91
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.02) -- -- -- --
Distributions from net realized gains (1.93) (2.46) -- (1.32) (0.80)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (1.95) (2.46) -- (1.32) (0.80)
------ ------ ------ ------ -----
Payment by affiliate(7) -- --(2) -- -- --
------ ------ ------ ------ ------
Change in net asset value (1.80) (2.12) 0.83 2.92 1.11
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $18.43 $20.23 $22.35 $21.52 $18.60
====== ====== ====== ====== ======
Total return(1) 0.86 % 1.68 % 3.86 %(5) 23.18 % 10.82 %(5)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) $3,682 $3,516 $1,827 $1,344 $355
RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 1.90 % 1.90 % 1.90 %(4) 3.16 % 2.72 %(4)
Gross operating expenses 2.34 % 2.59 % 2.72 %(4) 3.16 % 2.74 %(4)
Net investment income (loss) (0.07)% (0.57)% (1.05)%(4) (1.81)% (1.63)%(4)
Portfolio turnover 34 % 40 % 55 %(4) 21 % 76 %(4)

(1) Sales charges are not reflected in total return calculation.
(2) Amount isless than $0.01.
(3) Expense ratio increased by 0.29% as a result of a change in
accounting principle related to the recording of redemption fees.
(4) Annualized.
(5) Not Annualized.
(6) Computed using average shares outstanding.
(7) Payment by affiliate. See Note 3 in the Notes to Financial Statements.

12 See Notes to Financial Statements

PHOENIX FOREIGN OPPORTUNITIES FUND

A DISCUSSION WITH THE FUND'S PORTFOLIO MANAGER, RAJIV JAIN

Q: HOW DID THE PHOENIX FOREIGN OPPORTUNITIES FUND PERFORM FOR ITS FISCAL YEAR
ENDED FEBRUARY 28, 2006?

A: For the fiscal year ended February 28, 2006, the Fund's Class A shares
returned 21.82% and Class C shares returned 20.96%. For the same period, the S&P
500(R) Index, a broad-based equity index, returned 8.40% and the MSCI EAFE(R)
Index (Net), which is the Fund's style-specific index appropriate for comparison
returned 17.41%. All performance figures assume reinvestment of distributions
and exclude the effect of sales charges. PAST PERFORMANCE IS NO GUARANTEE OF
FUTURE RESULTS AND CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE
PERFORMANCE SHOWN ABOVE.

Q: HOW DID THE EQUITY MARKETS PERFORM DURING THE FUND'S FISCAL YEAR?

A: The 2005 calendar year was another strong year for international equities,
extending the run to three consecutive years. To keep things in perspective, if
you invested $10,000 in the international equity index, the MSCI EAFE(R), in
January 2003, it was worth $18,920 at the end of 2005, compared to $14,965 if it
were invested in the U.S. equity index, the S&P 500, for the same period.

Non-U.S. markets continued their rally and made good gains toward the end
of the Fund's fiscal year. Emerging markets outpaced developed markets for the
period. Our international portfolio participated in the up market thanks to our
large emerging market exposure. For the year, the Fund outpaced the strong
returns of the benchmark index.

Attractive fundamentals and valuations remain long-term positives for
non-U.S. stocks and emerging markets in particular, despite short-term risks
from U.S. inflation and interest rate concerns.

Q: WHAT FACTORS AFFECTED THE FUND'S PERFORMANCE DURING ITS FISCAL YEAR?

A: We continue an overweight allocation to emerging markets, as strong
fundamentals, attractive valuations and solid growth prospects are likely to
support continued investor interest in the asset class. This positioning helped
us to achieve better than index returns despite our lack of exposure to the
three best performing sectors in the MSCI EAFE Index (Net)--energy, industrials
and materials.
MARCH 2006

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

FOR DEFINITIONS OF INDEXES CITED IN THIS REPORT, SEE THE GLOSSARY ON PAGE 3.

Phoenix Foreign Opportunities Fund

TOTAL RETURNS(1) PERIODS ENDING 2/28/06

INCEPTION INCEPTION
1 YEAR 5 YEARS 10 YEARS TO 2/28/06 DATE
------ ------- -------- ---------- ---------

CLASS A SHARES AT NAV (2) 21.82% 8.84% 8.86% -- --
CLASS A SHARES AT POP (3) 14.81 7.56 8.22 -- --

CLASS C SHARES AT NAV (2) 20.96 -- -- 26.22% 10/10/03
CLASS C SHARES WITH CDSC (4) 20.96 -- -- 26.22 10/10/03

S&P 500(R) INDEX 8.40 2.36 8.96 NOTE 5 NOTE 5

MSCI EAFE(R) INDEX (NET) 17.41 7.43 6.37 NOTE 6 NOTE 6

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

GROWTH OF $10,000 PERIODS ENDING 2/28

This Growth of $10,000 chart assumes an initial investment of $10,000 made on
2/28/96 in Class A shares. The total return for Class A shares reflects the
maximum sales charge of 5.75% on the initial investment. The performance of the
other share class will be greater or less than that shown based on difference in
inception dates, fees and sales charges. Performance assumes dividends and
capital gains are reinvested.

[CHART OMITTED-EDGAR REPRESENTATION OF DATA FOLLOWS]

PHOENIX FOREIGN
OPPORTUNITIES FUND CLASS A MSCI EAFE INDEX (NET) S&P 500 INDEX
02/29/1996 $ 9,425 $10,000 $10,000
02/28/1997 10,881 10,324 12,638
02/27/1998 12,812 11,922 17,065
02/26/1999 13,266 12,512 20,456
02/29/2000 19,709 15,696 22,883
02/28/2001 14,424 12,952 20,989
02/28/2002 10,763 10,494 18,989
02/28/2003 9,863 8,661 14,682
02/27/2004 14,338 13,302 20,342
02/28/2005 18,085 15,788 21,757
02/28/2006 22,030 18,537 23,586

FOR INFORMATION REGARDING THE INDEXES, SEE THE GLOSSARY ON PAGE 3.

Phoenix Foreign Opportunities Fund

ABOUT YOUR FUND'S EXPENSES
We believe it is important for you to understand the impact of costs on your
investment. All mutual funds have operating expenses. As a shareholder of the
Foreign Opportunities 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.

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
FOREIGN OPPORTUNITIES FUND ACCOUNT VALUE ACCOUNT VALUE DURING
CLASS A AUGUST 31, 2005 FEBRUARY 28, 2006 PERIOD*
- -------------------------- --------------- ----------------- --------------
Actual $1,000.00 $1,175.70 $6.74
Hypothetical (5% return
before expenses) 1,000.00 1,018.52 6.28

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

ACTUAL RETURN AS CALCULATED IN THE ABOVE TABLE IS BASED ON THE FUND'S CLASS A
RETURN FOR THE PAST SIX MONTHS. WHILE REQUIRED TO BE PRESENTED IN THIS FORMAT,
IT IS NOT THE CLASS' ACTUAL RETURN FOR THE YEAR ENDED FEBRUARY 28, 2006. THE
CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR WAS 21.82%. UTILIZING THIS 12
MONTH RETURN YIELDS AN ACCOUNT VALUE AT FEBRUARY 28, 2006 OF $1,218.20.

BEGINNING ENDING EXPENSES PAID
FOREIGN OPPORTUNITIES FUND ACCOUNT VALUE ACCOUNT VALUE DURING
CLASS C AUGUST 31, 2005 FEBRUARY 28, 2006 PERIOD*
- -------------------------- --------------- ----------------- --------------
Actual $1,000.00 $1,171.20 $10.78
Hypothetical (5% return
before expenses) 1,000.00 1,014.74 10.05

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

ACTUAL RETURN AS CALCULATED IN THE ABOVE TABLE IS BASED ON THE FUND'S CLASS C
RETURN FOR THE PAST SIX MONTHS. WHILE REQUIRED TO BE PRESENTED IN THIS FORMAT,
IT IS NOT THE CLASS' ACTUAL RETURN FOR THE YEAR ENDED FEBRUARY 28, 2006. THE
CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR WAS 20.96%. UTILIZING THIS 12
MONTH RETURN YIELDS AN ACCOUNT VALUE AT FEBRUARY 28, 2006 OF $1,209.60.

Phoenix Foreign Opportunities Fund

TEN LARGEST HOLDINGS AT FEBRUARY 28, 2006 (as a percentage of net assets)(e)
1. Enagas 5.1%
2. Anglo Irish Bank Corp. plc 4.9%
3. Red Electrica de Espana 4.4%
4. British American Tobacco plc 4.3%
5. Tesco plc 3.7%
6. Millea Holdings, Inc. 3.4%
7. Imperial Tobacco Group plc 2.6%
8. Infosys Technologies Ltd. 2.6%
9. Toyota Motor Corp. 2.5%
10. Kensington Group plc 2.2%

COUNTRY WEIGHTINGS 2/28/06
As a percentage of total investments

[CHART OMITTED-EDGAR REPRESENTATION OF DATA FOLLOWS]
UNITED KINGDOM 24%
SPAIN 11
SWITZERLAND 10
JAPAN 8
INDIA 6
BRAZIL 6
IRELAND 5
OTHER 30

SCHEDULE OF INVESTMENTS
FEBRUARY 28, 2006

SHARES VALUE
-------- ----------
FOREIGN COMMON STOCKS(c)--94.7%

AUSTRALIA--4.2%
Aristocrat Leisure Ltd. (Leisure Products) .......... 126,600 $1,126,012

Westfield Group (Real Estate Management &
Development) ........................................ 169,831 2,238,534

Westfield Group (Real Estate Management &
Development) ........................................ 5,480 72,265

Woolworths Ltd. (Food Retail) ....................... 167,264 2,278,009
----------
5,714,820
----------
BELGIUM--1.4%
Colruyt SA (Food Retail) ............................ 13,300 1,915,982

BRAZIL--5.5%
Banco Itau Holding Financeira S.A.
(Regional Banks) .................................... 74,930 2,424,154

Companhia Vale do Rio Doce Sponsored ADR
(Diversified Metals & Mining) ....................... 38,200 1,554,740

Souza Cruz S.A. (Tobacco) 113,100 1,865,737
Tractebel Energia S.A. (Electric Utilities) ......... 185,100 1,521,072
----------
7,365,703
----------

SHARES VALUE
-------- ----------
CHINA--1.5%
Esprit Holdings Ltd. (Apparel Retail) ............... 264,500 $2,022,868

FRANCE--1.2%
M6 Metropole Television (Broadcasting & Cable TV) ... 53,300 1,602,969

HONG KONG--1.5%
Li & Fung Ltd.(Trading Companies & Distributors) .... 551,000 1,109,727

Techtronics Industries Co. Ltd.
(Household Appliances) .............................. 499,500 865,115
----------
1,974,842
----------
INDIA--5.7%
Bharti Tele-Ventures Ltd.
(Integrated Telecommunication Services)(b) .......... 185,300 1,505,302

HDFC Bank Ltd. ADR (Diversified Banks) .............. 52,500 2,792,475

Infosys Technologies Ltd.
(IT Consulting & Other Services) .................... 54,200 3,445,918
----------
7,743,695
----------

16 See Notes to Financial Statements

Phoenix Foreign Opportunities Fund
SHARES VALUE
-------- ----------
INDONESIA--0.2%
Bank Rakyat (Regional Banks) ........................ 156,500 $ 55,391

Telekomunikasi (Integrated Telecommunication
Services) ........................................... 271,000 182,979
----------
238,370
----------
IRELAND--4.9%
Anglo Irish Bank Corp. plc (Regional Banks) ......... 407,239 6,677,176

JAPAN--7.3%
Daito Trust Construction Co. Ltd. (Homebuilding) .... 41,600 1,948,059

Millea Holdings, Inc. (Property & Casualty Insurance) 226 4,599,105

Toyota Motor Corp. (Automobile Manufacturers) ....... 63,000 3,358,369
----------
9,905,533
----------
MEXICO--3.6%
America Movil S.A. de C.V. ADR Series L
(Wireless Telecommunication Services) ............... 82,600 2,868,698

Grupo Modelo, S.A. de C.V. Series C (Brewers) ....... 557,200 1,928,258
----------
4,796,956
----------
NETHERLANDS--2.7%
Aalberts Industries N.V. (Industrial Machinery) ..... 25,300 1,800,648
TNT N.V. (Air Freight & Logistics) .................. 58,600 1,906,167
----------
3,706,815
----------
SINGAPORE--1.3%
ComfortDelgro Corp. Ltd.
(Highways & Railtracks) ............................. 1,700,000 1,722,180

SOUTH AFRICA--2.1%
Remgro Ltd. (Industrial Conglomerates) .............. 138,000 2,894,377

SOUTH KOREA--4.4%
AmorePacific Corp. (Personal Products) .............. 3,648 1,272,351
KT&G Corp. (Tobacco) ................................ 40,500 2,400,867
S1 Corp. (Specialized Consumer Services) ............ 53,880 2,242,670
----------
5,915,888
----------
SPAIN--10.5%
Banco Bilbao Vizcaya Argentaria S.A.
(Diversified Banks) ................................. 62,500 1,271,032

Enagas (Oil & Gas Storage & Transportation) ......... 339,500 6,871,824
Red Electrica de Espana (Electric Utilities) ........ 179,300 5,996,510
----------
14,139,366
----------

SHARES VALUE
-------- ----------
SWEDEN--2.6%
Atlas Copco AB (Industrial Machinery) ............... 101,700 $ 2,312,001
Indutrade AB (Industrial Machinery)(b) .............. 111,000 1,220,435
----------
3,532,436
----------
SWITZERLAND--9.7%
Kuhene & Nagel International AG (Marine) ............ 9,357 2,822,498
Lindt & Spruengli AG (Packaged Foods & Meats) ....... 1,052 2,005,925

Nestle S.A. Registered Shares
(Packaged Foods & Meats) ............................ 7,150 2,102,126

Novartis AG ADR (Pharmaceuticals) ................... 28,900 1,538,925
Roche Holding AG (Pharmaceuticals) .................. 16,400 2,423,050

UBS AG Registered Shares (Diversified Capital
Markets) ............................................ 20,800 2,209,902
----------
13,102,426
----------
UNITED KINGDOM--23.2%
Barrat Developments plc (Homebuilding) .............. 97,376 1,764,050
British American Tobacco plc (Tobacco) .............. 244,379 5,822,366

Cadbury Schweppes plc (Packaged Foods &
Meats) .............................................. 214,371 2,177,708

Diageo plc (Distillers & Vintners) .................. 181,781 2,789,791
HSBC Holdings plc (Diversified Banks) ............... 90,800 1,555,124
Imperial Tobacco Group plc (Tobacco) ................ 115,992 3,488,467
Kensington Group plc (Consumer Finance) ............. 148,700 2,954,807
Northern Rock plc (Regional Banks) .................. 98,758 1,951,087
Reckitt Benckiser plc (Personal Products) ........... 40,905 1,456,437

Royal Bank of Scotland Group plc
(Diversified Banks) ................................. 69,234 2,315,818

Tesco plc (Food Retail) ............................. 841,806 4,988,596
------------
31,264,251
------------
UNITED STATES--1.2%
News Corp. Class B (Movies & Entertainment) ......... 98,100 1,674,190

- --------------------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $101,154,176) 127,910,843
- --------------------------------------------------------------------------------
TOTAL LONG TERM INVESTMENTS--94.7%
(IDENTIFIED COST $101,154,176) 127,910,843
- --------------------------------------------------------------------------------

See Notes to Financial Statements 17

Phoenix Foreign Opportunities Fund
PAR
VALUE
(000) VALUE
------- ------------
SHORT-TERM INVESTMENTS(d)--3.3%

COMMERCIAL PAPER--3.3%
Clipper Receivables Co. LLC 4.55%, 3/1/06 ....... $3,010 $ 3,010,000
Sysco Corp. 4.48%, 3/7/06 ....................... 1,400 1,398,955
- -----------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS
(IDENTIFIED COST $4,408,955) 4,408,955
- -----------------------------------------------------------------------------
TOTAL INVESTMENTS--98.0%
(IDENTIFIED COST $105,563,131) 132,319,798(a)
Other assets and liabilities, net--2.0% 2,690,918
------------
NET ASSETS--100.0% $135,010,716
============

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $26,009,250 and gross
depreciation of $310,565 for federal income tax purposes. At February 28,
2006, the aggregate cost of securities for federal income tax purposes was
$106,621,113.
(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 in the header, is determined
based on criteria in Note 2G "Foreign security country determination" in the
Notes to Financial Statements.
(d) The rate shown is the discount rate.
(e) Table excludes short-term investments.

18 See Notes to Financial Statements

Phoenix Foreign Opportunities Fund

INDUSTRY DIVERSIFICATION
AS A PERCENTAGE OF TOTAL VALUE OF
TOTAL LONG-TERM INVESTMENTS
(UNAUDITED)

Air Freight & Logistics 1.5%
Apparel Retail 1.6
Automobile Manufacturers 2.6
Brewers 1.5
Broadcasting & Cable TV 1.3
Consumer Finance 2.3
Distillers & Vintners 2.2
Diversified Banks 6.2
Diversified Capital Markets 1.7
Diversified Metals & Mining 1.2
Electric Utilities 5.9
Food Retail 7.2
Highways & Railtracks 1.3
Homebuilding 2.9
Household Appliances 0.7
IT Consulting & Other Services 2.7
Industrial Conglomerates 2.3
Industrial Machinery 4.2
Integrated Telecommunication Services 1.3
Leisure Products 0.9
Marine 2.2
Movies & Entertainment 1.3
Oil & Gas Storage & Transportation 5.4
Packaged Foods & Meats 4.9
Personal Products 2.1
Pharmaceuticals 3.1
Property & Casualty Insurance 3.6
Real Estate Management & Development 1.7
Regional Banks 8.7
Specialized Consumer Services 1.8
Tobacco 10.6
Trading Companies & Distributors 0.9
Wireless Telecommunication Services 2.2
-----
100.0%
=====

See Notes to Financial Statements 19

Phoenix Foreign Opportunities Fund

STATEMENT OF ASSETS AND LIABILITIES
FEBRUARY 28, 2006

ASSETS
Investment securities at value
(Identified cost $105,563,131) $132,319,798
Foreign currency at value
(Identified cost $220,443) 219,770
Cash 2,471
Receivables
Investment securities sold 1,952,785
Fund shares sold 1,553,641
Dividends 201,531
Tax reclaims 4,044
Receivable from adviser 785
Unrealized appreciation on forward currency contracts 398,316
Prepaid expenses 23,896
------------
Total assets 136,677,037
------------
LIABILITIES
Payables
Investment securities purchased 1,149,764
Fund shares repurchased 44,241
Investment advisory fee 60,512
Foreign capital gain taxes 51,316
Transfer agent fee 31,431
Distribution and service fees 27,985
Financial agent fee 8,604
Trustees' fee 84
Other accrued expenses 55,109
Unrealized depreciation on forward currency contracts 237,275
------------
Total liabilities 1,666,321
------------
NET ASSETS $135,010,716
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest $111,483,127
Distributions in excess of net investment income (323,099)
Accumulated net realized loss (3,052,753)
Net unrealized appreciation 26,903,441
------------
NET ASSETS $135,010,716
============
CLASS A
Shares of beneficial interest outstanding,
$0.001 par value, unlimited authorization
(Net Assets $128,991,320) 6,007,674
Net asset value per share $21.47
Offering price per share $21.47/(1-5.75%) $22.78

CLASS C
Shares of beneficial interest outstanding,
$0.001 par value, unlimited authorization
(Net Assets $6,019,396) 281,105
Net asset value and offering price per share $21.41

STATEMENT OF OPERATIONS
YEAR ENDED FEBRUARY 28, 2006

INVESTMENT INCOME
Dividends $ 2,732,839
Interest 100,413
Foreign taxes withheld (189,226)
-----------
Total investment income 2,644,026
-----------
EXPENSES
Investment advisory fee 932,846
Service fees, Class A 184,331
Distribution and service fees, Class C 14,445
Distribution and service fees, Investor Class 54,775
Distribution and service fees, Class I 821
Financial agent fee 64,366
Administration fee 30,205
Transfer agent 170,659
Custodian 96,949
Trustees 91,991
Printing 66,419
Professional 46,185
Registration 24,754
Miscellaneous 25,384
-----------
Total expenses 1,804,130
Less expenses reimbursed by investment adviser (453,855)
Custodian fees paid indirectly (294)
-----------
Net expenses 1,349,981
-----------
NET INVESTMENT INCOME (LOSS) 1,294,045
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Net realized gain (loss) on investments 10,378,274
Net realized gain (loss) on foreign currency
transactions (350,707)
Net change in unrealized appreciation (depreciation)
on investments 9,798,906
Net change in unrealized appreciation (depreciation)
on foreign currency transactions and translation 196,934
-----------
NET GAIN (LOSS) ON INVESTMENTS 20,023,407
-----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS $21,317,452
===========

20 See Notes to Financial Statements

Phoenix Foreign Opportunities Fund

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED YEAR ENDED
FEBRUARY 28, 2006 FEBRUARY 28, 2005
----------------- -----------------

FROM OPERATIONS
Net investment income (loss) $ 1,294,045 $ 532,485
Net realized gain (loss) 10,027,567 1,863,934
Net change in unrealized appreciation (depreciation) 9,995,840 9,967,918
Payment by affiliate (See Note 3) -- 1,210
------------ -----------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 21,317,452 12,365,547
------------ -----------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income, Class A (871,892) (20,102)
Net investment income, Class C (25,564) (25)
Net investment income, Investor Class (399,218) (492,034)
Net investment income, Class I (7,243) (8,996)
Net realized short-term gains, Class A (207,392) --
Net realized short-term gains, Class C (4,051) --
Net realized long-term gains, Class A (6,508,637) (25,027)
Net realized long-term gains, Class C (188,273) (196)
Net realized long-term gains, Investor Class (442,517) (485,450)
Net realized long-term gains, Class I (8,447) (20,225)
------------ -----------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (8,663,234) (1,052,055)
------------ -----------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (2,318,218 and 64,348 shares, respectively) 46,486,488 1,108,625
Net asset value of shares issued from reinvestment of
distributions (360,787 and 2,386 shares, respectively) 7,217,681 39,123
Proceeds from shares issued in connection with reclassification
from Investor Class Shares (4,306,343 and 0 shares, respectively)
(See Note 9) 80,965,935 --
Proceeds from shares issued in connection with reclassification
from Class I Shares (91,555 and 0 shares, respectively) (See Note 9) 1,721,837 --
Cost of shares repurchased (1,211,883 and 19,929 shares, respectively) (24,121,399) (313,107)
------------ -----------
Total 112,270,542 834,641
------------ -----------
CLASS C
Proceeds from sales of shares (285,073 and 1,288 shares, respectively) 5,795,380 23,726
Net asset value of shares issued from reinvestment of distributions
(4,622 and 14 shares, respectively) 92,407 221
Cost of shares repurchased (10,635 and 0 shares, respectively) (215,081) --
------------ -----------
Total 5,672,706 23,947
------------ -----------
INVESTOR CLASS
Proceeds from sales of shares (799,723 and 3,677,731 shares, respectively) 15,039,510 64,149,020
Net asset value of shares issued from investment of distributions
(45,107 and 57,665 shares, respectively) 826,824 965,723
Cost of shares repurchased (1,493,484 and 579,763 shares, respectively) (27,521,385) (9,417,774)
Value of shares liquidated in connection with reclassification to
Class A Shares (4,313,582 and 0 shares, respectively) (See Note 9) (80,965,935) --
------------ -----------
Total (92,620,986) 55,696,969
------------ -----------
CLASS I
Proceeds from sales of shares (4,363 and 22,212 shares, respectively) 82,848 381,947
Net asset value of shares issued from reinvestment of distributions
(558 and 1,191 shares, respectively) 10,228 19,127
Cost of shares repurchased (970 and 19,968 shares, respectively) (17,920) (309,761)
Value of shares liquidated in connection with reclassification to
Class A Shares (91,733 and 0 shares, respectively) (See Note 9) (1,721,837) --
------------ -----------
Total (1,646,681) 91,313
------------ -----------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS 23,675,581 56,646,870
------------ -----------
NET INCREASE (DECREASE) IN NET ASSETS 36,329,799 67,960,362
------------ -----------
NET ASSETS
Beginning of period 98,680,917 30,720,555
------------ -----------
END OF PERIOD [INCLUDING DISTRIBUTIONS IN EXCESS OF NET
INVESTMENT INCOME OF ($323,099) AND ($215,390), RESPECTIVELY] $135,010,716 $98,680,917
============ ===========

See Notes to Financial Statements 21

Phoenix Foreign Opportunities Fund

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

Net asset value, beginning of period $19.02 $15.47 $14.84 $11.86 $12.88 $18.86
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) 0.17(7) 0.16 (0.03) 0.12 0.03 (0.10)
Net realized and unrealized gain (loss) 3.85 3.81 0.66 3.39 (1.05) (5.41)
------ ------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 4.02 3.97 0.63 3.51 (1.02) (5.51)
------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.22) (0.16) -- (0.06) -- (0.12)
Distributions from net realized gains (1.35) (0.26) -- (0.43) -- (0.35)
Tax return of capital -- -- -- (0.06) -- --
------ ------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (1.57) (0.42) -- (0.55) -- 0.47)
------ ------ ------ ------ ------ ------
Payment by affiliate(4) -- --(3) -- 0.02 -- --
------ ------ ------ ------ ------ ------
Change in net asset value 2.45 3.55 0.63 2.98 (1.02) (5.98)
------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $21.47 $19.02 $15.47 $14.84 $11.86 $12.88
====== ====== ====== ====== ====== ======
Total return(1) 21.82% 26.15%(4) 4.25%(6) 30.07% (7.92)% (29.22)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) $128,991 $2,714 $1,482 $1,473 $29,026 $44,356
RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 1.25% 1.25%(1) 1.25%(5) 2.87% 2.44 % 1.88 %(2)
Gross operating expenses 1.62% 2.10% 2.63%(5) 3.21% 2.44 % 1.89 %(2)
Net investment income (loss) 0.85% 1.50% 0.18%(5) 0.11% 0.18 % (0.38)%
Portfolio turnover 52% 32% 41%(5) 65% 98 % 92 %

CLASS C
-------------------------------------------------------------------
FOR THE PERIOD FROM INCEPTION
YEAR ENDED FEBRUARY 28, JANUARY 1, TO OCTOBER 10, 2003
----------------------- FEBRUARY 29, TO DECEMBER 31,
2006 2005 2004 2003

Net asset value, beginning of period $19.11 $15.55 $14.95 $13.91
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) (0.06)(7) 0.01 (0.06) 0.11
Net realized and unrealized gain (loss) 3.92 3.84 0.66 1.34
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 3.86 3.85 0.60 1.45
------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.21) (0.03) -- --
Distributions from net realized gains (1.35) (0.26) -- (0.43)
------ ------ ------ ------
TOTAL DISTRIBUTIONS (1.56) (0.29) -- (0.43)
------ ------ ------ ------
Payment by affiliate(4) -- --(3) -- 0.02
------ ------ ------ ------
Change in net asset value 2.30 3.56 0.60 1.04
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $21.41 $19.11 $15.55 $14.95
====== ====== ====== ======
Total return(1) 20.96 % 25.21%(4) 4.01 %(6) 10.71 %(6)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) $6,019 $39 $12 $11
RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 2.00 % 2.00% 2.00 %(5) 1.92 %(5)
Gross operating expenses 2.35 % 2.86% 3.38 %(5) 5.85 %(5)
Net investment income (loss) (0.29)% 0.76% (1.05)%(5) (0.14)%(5)
Portfolio turnover 52 % 32% 41 %(5) 65 %(5)

(1) Sales charges are not reflected in total return calculation.
(2) Expense ratio increased by 0.13% as a result of a change in accounting
principle related to the recording of redemption fees.
(3) Amount is less than $0.01.
(4) Payment by affiliate. See Note 3 in the Notes to Financial Statements.
(5) Annualized.
(6) Not annualized.
(7) Computed using average shares outstanding.

22 See Notes to Financial Statements

PHOENIX ADVISER TRUST
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2006

1. ORGANIZATION
Phoenix Adviser Trust (the "Trust") is organized as a Delaware statutory
trust and is registered under the Investment Company Act of 1940, as amended, as
an open-end management investment company.
Currently, two funds are offered for sale (each a "Fund"). Phoenix Focused
Value Fund ("Focused Value Fund") is non-diversified and seeks long-term capital
appreciation. Phoenix Foreign Opportunities Fund ("Foreign Opportunities Fund")
is diversified and its primary investment objective is to seek long-term capital
appreciation.
The Funds offer the following classes of shares for sale:
CLASS A CLASS C
------- -------
Focused Value Fund. ............. x x
Foreign Opportunities Fund ...... 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 Funds 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 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. On February 28, 2006, the Foreign Opportunities Fund utilized
fair value pricing for its foreign common stocks.
Short-term investments having a remaining maturity of 60 days or less are
valued at amortized cost, which approximates market.

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

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

D. DISTRIBUTIONS TO SHAREHOLDERS:
Distributions are 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
23

PHOENIX ADVISER TRUST
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2006 (Continued)

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. FORWARD CURRENCY CONTRACTS:
Each Fund may enter into forward currency contracts in conjunction with the
planned purchase or sale of foreign denominated securities in order to hedge the
U.S. dollar cost or proceeds. Forward currency contracts involve, to varying
degrees, elements of market risk in excess of the amount recognized in the
Statement of Assets and Liabilities. Risks arise from the possible movements in
foreign exchange rates or if the counterparty does not perform under the
contract.
A forward currency contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any number of days from the
date of the contract agreed upon by the parties, at a price set at the time of
the contract. These contracts are traded directly between currency traders and
their customers. The contract is marked-to-market daily and the change in market
value is recorded by each Fund as an unrealized gain or loss. When the contract
is closed or offset with the same counterparty, the Fund records a realized gain
or loss equal to the change in the value of the contract when it was opened and
the value at the time it was closed or offset.
At February 28, 2006, the Foreign Opportunities Fund had entered into forward
currency contracts as follows:
NET
UNREALIZED
CONTRACT IN EXCHANGE SETTLEMENT APPRECIATION
TO SELL FOR DATE VALUE (DEPRECIATION)
- ---------------- ------------- ---------- ---------- --------------
AUD 4,833,000 USD 3,615,568 4/13/06 $3,585,508 $ 30,060
CHF 7,600,000 USD 6,043,257 4/28/06 5,829,210 214,047
CHF 5,800,000 USD 4,512,531 4/28/06 4,448,607 63,924
EUR 3,500,000 USD 4,277,525 4/28/06 4,187,721 89,804
EUR 3,500,000 USD 4,184,215 4/28/06 4,187,721 (3,506)
EUR 2,461,000 USD 2,933,832 4/28/06 2,944,566 (10,734)
GBP 3,904,000 USD 6,825,754 4/13/06 6,850,412 (24,658)
GBP 2,696,000 USD 4,713,957 4/13/06 4,730,715 (16,758)
GBP 2,230,000 USD 3,844,074 4/13/06 3,913,017 (68,943)
INR 198,316,000 USD 4,300,000 11/7/06 4,400,031 (100,031)
JPY 245,000,000 USD 2,123,272 5/9/06 2,135,917 (12,645)
JPY 255,000,000 USD 2,223,579 5/9/06 2,223,098 481
---------
$ 161,041
=========

AUD Australian Dollar CHF Swiss Franc EUR Euro GBP Great Britain Pound
INR Indian Rupee JPY Japanese Yen USD United States Dollar

I. REPURCHASE AGREEMENT:
A repurchase agreement is a transaction where a Fund acquires a security for
cash and obtains a simultaneous commitment from the seller to repurchase the
security at an agreed upon price and date. Each Fund, through its custodian,
takes possession of securities collateralizing the repurchase agreement. The
collateral is marked-to-market daily to ensure that the market value of the
underlying assets remains sufficient to protect the Fund in the event of default
by the seller. If the seller defaults and the value of the collateral declines,
or if the seller enters insolvency proceedings, realization of collateral may be
delayed or limited.

3. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS
As compensation for its services to the Trust, the Adviser, Phoenix
Investment Counsel, Inc., ("PIC") (the "Adviser"), 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:

Focused Value Fund(1).......................... 0.75%
Foreign Opportunities Fund(1).................. 0.85%

PHOENIX ADVISER TRUST
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2006 (CONTINUED)

Effective June 20, 2005, PIC became Adviser to the Phoenix Focused Value Fund
and Phoenix Foreign Opportunities Fund (formerly, the Focused Value Fund and
International Equity Fund, each a "Janus Fund" and collectively, the "Janus
Funds").

(1) Prior to June 20, 2005, the adviser to the Janus Funds was Janus Capital
("Janus"). For its services to the Focused Value Fund, Janus' fees
ranged from 0.96% to 0.75% based on the Fund's average daily net assets.
Janus contractually agreed to cap total operating expenses excluding
administration fees, distribution and service fees, brokerage
commissions, interest, taxes and extraordinary expenses at 0.90% of the
average daily net assets of the Fund.

For its services to the International Equity Fund, Janus fees ranged
from 0.99% to 0.75% based on the Fund's average daily net assets. Janus
contractually agreed to cap total operating expenses excluding
administration fees, distribution and service fees, brokerage
commissions, interest, taxes and extraordinary expenses at 1.00% of the
average daily net assets of the Fund.

PIC has contractually agreed to limit each Fund's operating expenses until
March 31, 2006, to the extent that such expenses exceed the following
percentages of average annual net assets:

Class A Class C
------- -------
Focused Value Fund............... 1.15% 1.90%
Foreign Opportunities Fund ...... 1.25% 2.00%

PIC has contractually agreed to limit each Fund's operating expenses from
April 1, 2006 through June 30, 2008, to the extent that such expenses exceed the
following percentages of average annual net assets:

Class A Class C
------- -------
Focused Value Fund............... 1.25% 2.00%
Foreign Opportunities Fund ...... 1.35% 2.10%

The Adviser will not seek to recapture any reimbursed expenses or waived
investment advisory fees as part of this agreement.
Effective June 20, 2005, under a sub-advisory agreement with PIC, Vontobel
Asset Management, Inc., ("Vontobel") is the subadviser to the Funds. For its
services, Vontobel is paid by the Adviser a fee based on the average daily net
assets in the following schedule:

OVER $0
$0-50 MILLION $50 MILLION
------------- -----------
Focused Value Fund(1)............ 0.70% 0.375%
Foreign Opportunities Fund(1).... 0.80% 0.425%

(1) Prior to June 20, 2005, under a sub-advisory agreement with Janus,
Vontobel was the subadviser to the Janus Funds. Janus paid Vontobel a subadviser
fee ranging from 0.215% to 0.74% for the Focused Value Fund and 0.215% to 0.408%
for the International Equity Fund based on the value of each Janus Fund's
respective average daily net assets.

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
period of June 21, 2005 to February 28, 2006, as follows:

CLASS A CLASS C
NET SELLING DEFERRED
COMMISSIONS SALES CHARGES
----------- -------------
Focused Value Fund............... $ 865 $ 125
Foreign Opportunities Fund....... 16,877 1,645

For the period of March 29 through June 20, 2005, Janus Capital waived all
contingent deferred sales charges ("CDSC") pending the effective date of the new
advisory and subadvisory agreements. Prior to the waiver, the CDSC fees paid for
the period of March 1 to March 28, 2005 was $0.
In addition, each fund pays PEPCO distribution and/or service fees at an
annual rate of 0.25% for Class A 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 of June 21, 2005 to February 28, 2006, the Trust incurred financial agent
fees totaling $111,695.
For the period of March 1, 2005 to June 20, 2005, Janus Services LLC ("Janus
Services"), a wholly-owned subsidiary of Janus Capital acted as the
Administrator to the Janus Funds and received fees of $60,197 from the funds
ranging from 0.10% to 0.25% of the daily net assets of the Janus Funds.
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 $267,803 as reported in the Statements of Operations,
of which PEPCO retained the following:

TRANSFER AGENT
FEE RETAINED
FROM JUNE 21, 2005 TO
FEBRUARY 28, 2006
---------------------
Focused Value Fund............... $28,649
Foreign Opportunities Fund....... 54,832

PHOENIX ADVISER TRUST
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2006 (CONTINUED)

Prior to June 21, 2005, Janus Services served as the Trust's transfer agent
and was paid $11,094 by Focused Value Fund and $19,574 by the International
Equity Fund for the period of March 1, 2005 through June 20, 2005. These fees
are included in the transfer agent expenses as reported in the Statements of
Operations.
At February 28, 2006, PNX and its affiliates, the retirement plans of PNX and
its affiliates and Phoenix-affiliated funds held 538,601 Class A shares of the
Phoenix Foreign Opportunities Fund with an aggregate net asset value of
$11,558,377.
During the fiscal year ended February 28, 2005, Janus Services reimbursed the
Focused Value Fund - Investor Shares $585 and International Equity Fund
Investor Shares $1,210, as a result of dilutions caused by incorrectly processed
shareholder activity. The effect of this activity would have reduced total
return by less than 0.01% for the Foreign Opportunities Fund and had no impact
on the Focused Value Fund.

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, forward currency contracts and
short-term securities) were as follows:

PURCHASES SALES
----------- -----------
Focused Value Fund............... $19,664,764 $39,235,318
Foreign Opportunities Fund....... 66,420,401 54,066,814

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

5. 10% SHAREHOLDERS
As of February 28, 2006, the Funds had single shareholder accounts and/or
omnibus shareholder accounts (which are comprised of a group of individual
shareholders), which individually amounted to more than 10% of the total shares
outstanding.
% OF SHARES
OUTSTANDING
-----------
Focused Value Fund *........................... 37.9%
Foreign Opportunities Fund .................... 21.4

*For the Focused Value Fund, one account representing 12.7% of the
shares outstanding is held by Bank Vontobel Holding AG, an affiliate of
Vontobel Holding AG, which wholly owns Vontobel Asset Management, Inc.,
the subadviser to the Funds.

6. 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.
Certain Funds 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 a
Fund, positive or negative, than if a Fund did not concentrate its investments
in such sectors.
At February 28, 2006, the Focused Value Fund held $26,635,770 in investments
of financial institutions, including $8,940,400 issued by Berkshire Hathaway,
comprising 44% and 14.9% of the total net assets of the Fund, respectively. The
Foreign Opportunities Fund held $31,264,251 in investments with the foreign
country determination of the United Kingdom, comprising 23% of the total net
assets of the Fund.

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

PHOENIX ADVISER TRUST
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2006 (CONTINUED)

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. FUND INTEGRATION
At a meeting held on March 24, 2005, the Board of Trustees (the "Janus
Board") of the Focused Value Fund and the International Equity Fund (each a
"Janus Fund" and collectively, the "Janus Funds"), each a series of Janus
Adviser Trust (the "Janus Trust") voted to approve a transaction (the
"Transaction") whereby the Janus Trust and Janus Funds would be integrated into
the Phoenix Investment Partners, Ltd., family of mutual funds (the "Phoenix
Funds").
In connection with the Transaction, at a special meeting held on May 17,
2005, shareholders of the Janus Funds approved a new investment advisory
agreement with PIC and the continuation of Vontobel as subadviser, pursuant to a
new investment subadvisory agreement between PIC and Vontobel. Also, in
connection with the Transaction, shareholders approved the reconstitution of the
Janus Board with a new slate of trustees comprised of fourteen trustees of the
Phoenix Funds.
The Transaction was completed on June 20, 2005 and the names of Focused Value
Fund and International Equity Fund changed to Phoenix Focused Value Fund and
Phoenix Foreign Opportunities Fund, respectively. Additionally, the Janus Trust
was renamed the Phoenix Adviser Trust.
Pursuant to the Transaction, on June 20, 2005, Janus Fund shareholders who
held Class A and Class C shares remained in the same class of shares of either
the Phoenix Focused Value Fund or the Phoenix Foreign Opportunities Fund, as
applicable. Janus Fund shareholders who held Investor shares or Class I shares
had those shares converted to Class A shares of either the Phoenix Focused Value
Fund or the Phoenix Foreign Opportunities Fund, as applicable. Janus Fund
shareholders who held Investor shares or Class I shares that were converted to
Class A shares may continue, as long as such shares are held, to purchase Class
A shares without any sales charges.

10. FEDERAL INCOME TAX INFORMATION
The Funds have capital loss carryovers, which may be used to offset future
capital gains:
EXPIRATION YEAR
-----------------------------------
2009 2010 TOTAL
---------- ---------- ---------
Foreign Opportunities Fund(1) $3,897,457 $1,299,153 $5,196,610

(1) Utilization of this capital loss carryover is subject to annual
limitations.

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.
For the 12 month period ended February 28, 2006, the Funds utilized losses
deferred in prior years against current year capital gains as follows:

Foreign Opportunities Fund..................... $1,299,153

The components of distributable earnings on a tax basis (excluding unrealized
appreciation (depreciation) which is disclosed in the Schedules of Investments)
consist of undistributed ordinary income and undistributed long-term capital
gains as follows:
UNDISTRIBUTED UNDISTRIBUTED
ORDINARY LONG-TERM
INCOME CAPITAL GAINS
------------- -------------
Focused Value Fund.................. $ 244,714 $ 676,858
Foreign Opportunities Fund.......... 1,740,786 1,399,026

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

11. RECLASSIFICATION OF CAPITAL ACCOUNTS
For financial reporting purposes, book basis capital accounts are adjusted to
reflect the tax character of permanent book/tax differences. Permanent
reclassifications can arise from differing treatment of certain income and gain
transactions, nondeductible current year net operating losses, expiring capital
loss carryovers and investments in passive foreign investment companies. The
reclassifications have no impact on the net assets or net asset value of the
Funds. As of February 28, 2006, the Funds recorded the following
reclassifications to increase (decrease) the accounts as listed below:

CAPITAL PAID IN ACCUMULATED UNDISTRIBUTED
ON SHARES NET NET
OF BENEFICIAL REALIZED INVESTMENT
INTEREST GAIN (LOSS) INCOME (LOSS)
--------------- ------------- --------------
Focused Value Fund............... $(1) $ 1 $ --
Foreign Opportunities Fund ...... (1) 97,838 (97,837)

12. SUBSEQUENT EVENT
The Board of Trustees has unanimously approved the merger of the
Phoenix Overseas Fund with and into the Phoenix Foreign Oppor-tunities Fund.
Pursuant to an Agreement and Plan of Reorganization (the "Agreement") approved
by the Board, the Phoenix Overseas Fund of Phoenix-Kayne Funds will transfer all
or substantially all of its assets to the Phoenix Foreign Opportunities Fund, in
exchange for shares of the Phoenix Foreign Opportunities Fund and the assumption
by Phoenix Foreign Opportunities Fund of all the liabilities of the Phoenix
Overseas Fund. Following the exchange, the Phoenix Overseas Fund will distribute
the shares of the Phoenix Foreign Opportunities Fund to its shareholders pro
rata, in liquidation of the Phoenix Overseas Fund. The merger will take place on
or about May 19, 2006.
27

PHOENIX ADVISER TRUST
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2006 (CONTINUED)

TAX INFORMATION NOTICE (UNAUDITED)

For the fiscal year ended February 28, 2006, for federal income tax
purposes, 91.8% of the ordinary income dividends earned by the Focused Value
Fund qualify for the dividends received deduction for corporate shareholders.
For the fiscal year ended February 28, 2006, the Focused Value Fund and
Foreign Opportunities Fund hereby designate 100% and 100%, respectively, or the
maximum amount allowable, of its ordinary income dividends to qualify for the
lower tax rates applicable to individual shareholders. The actual percentage
for the calendar year will be designated in the year-end tax statements.
For the fiscal year ended February 28, 2006, the Funds designated long-term
capital gains dividends as follows:

Focused Value Fund.................... $3,213,740
Foreign Opportunities Fund............ 8,081,421

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[LOGO OMITTED]
PRICEWATERHOUSECOOPERS

To the Board of Trustees of
Phoenix Adviser Trust and Shareholders of
Phoenix Focused Value Fund and
Phoenix Foreign Opportunities Fund

In our opinion, the accompanying statements of assets and liabilities,
including the schedules of investments, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of the Phoenix Focused Value Fund
(formerly Janus Focused Value Fund) and Phoenix Foreign Opportunities Fund
(formerly Janus International Equity Fund) (constituting Phoenix Adviser Trust,
hereafter referred to as the "Trust") at February 28, 2006, the results of each
of their operations for the year then ended, the changes in each of their net
assets for each of the periods indicated and the financial highlights for the
periods ended December 31, 2003, February 29, 2004, February 28, 2005, and
February 28, 2006 in conformity with accounting principles generally accepted in
the United States of America. These financial statements and financial
highlights (hereafter referred to as "financial statements") are the
responsibility of the Trust' management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at February 28, 2006 by correspondence with the
custodian and brokers, provide a reasonable basis for our opinion. The Financial
Highlights for each of the two years in the period ended December 31, 2002 were
audited by other independent accountants whose report dated February 14, 2003,
expressed an unqualified opinion on those statements.

/s/PricewaterhouseCooper LLP

Boston, Massachusetts
April 18, 2006

BOARD OF TRUSTEES' CONSIDERATION OF INVESTMENT ADVISORY AGREEMENT
FOR PHOENIX FOCUSED VALUE FUND (THE "FUND")
FEBRUARY 28, 2006 (UNAUDITED)

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 monitoring Vontobel Asset Management, Inc., (the
"Subadvisor") who acts as the Fund's Subadvisor, and its investment performance
and 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, 5 and 10
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 that the Fund had outperformed its
benchmark for the 5 and 10 year periods, but had underperformed its benchmark
for the year to date and the 1 and 3 year periods. While the Fund had been
underperforming until September 30, 2005, Management noted this was not
unexpected because the Fund was a contrarian fund and had a concentrated
portfolio. The Board was satisfied with this explanation and the portfolio
manager's approach to investing, noting the Fund had the same portfolio manager
as when it was launched. The Board concluded that it was reasonable to approve
the Advisory Agreement in view of Management's explanation of the Fund's
performance.
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 fee waiver provided to the Fund. The Board
concluded that the profitability to PIC from the Fund was reasonable.
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 lower than all the comparable funds in its peer group
due to expense caps, and that the management fee was below the median for the
peer group. The Board noted that the expense cap to limit total

BOARD OF TRUSTEES' CONSIDERATION OF INVESTMENT ADVISORY AGREEMENT
FOR PHOENIX FOCUSED VALUE FUND (THE "FUND")
FEBRUARY 28, 2006 (UNAUDITED) (CONTINUED)

expenses was contractually in place for another two years. The Board concluded
that it was reasonable to approve the Advisory Agreement.

ECONOMIES OF SCALE. The Board 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.

BOARD OF TRUSTEES' CONSIDERATION OF INVESTMENT ADVISORY AGREEMENT
FOR PHOENIX FOREIGN OPPORTUNITIES FUND (THE "FUND")
FEBRUARY 28, 2006 (UNAUDITED)

The Board of Trustees is responsible for determining whether to approve the
Fund's investment advisory agreement. At a meeting held on November 4, 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. Pursuant to the Advisory Agreement, PIC
provides advisory services to the Fund.
During the review process, the Board received assistance and advice from, and
met separately with, independent legal counsel. In approving the Advisory
Agreement, the Board, including a majority of the independent Trustees,
determined that the fee structure was fair and reasonable and that approval of
the Advisory 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.
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 monitoring Vontobel Asset Management, Inc., (the
"Subadvisor") who acts as the Fund's Subadvisor, and its investment performance
and 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, 5 and 10
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 that the Fund had outperformed its
benchmark for the 1 and 10 year periods, but slightly underperformed its
benchmark for the 3 and 5 year periods. Management noted that PIC has only been
the investment adviser since June 2005 and recent Fund performance had been
good. The Board concluded that it was reasonable to approve the Advisory
Agreement in view of the recent change in investment advisors.
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 fee waiver provided to the Fund. The Board
concluded that the profitability to PIC from the Fund was reasonable.
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 lower than all the comparable funds in its peer group
due to expense caps, and that the management fee was below the median for the
peer group. The Board noted that the expense cap to limit total expenses was
contractually in place for another two years. The Board concluded that it was
reasonable to approve the Advisory Agreement.
ECONOMIES OF SCALE. The Board 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.

RESULTS OF SHAREHOLDER MEETING
MAY 17, 2005
(UNAUDITED)

A Special Meeting of Shareholders of The Phoenix-Janus Adviser Funds was held
on May 17, 2005, to approve the following matters:
1. To elect fourteen Trustees to the Board of Trustees.
2. Approve new Investment Advisory Agreement between the Trust and Phoenix
Investment Counsel ("PIC")
3. Approve new Subadvisory Agreements between
PIC and Vontobel Asset management.
4. Permit Phoenix Investment Counsel, Inc. to hire and replace Subadvisers
or to modify Subadvisory Agreements without Shareholder approval.

NUMBER OF VOTES:
1. Election of Trustees

INTERNATIONAL EQUITY
FOCUSED VALUE (N/K/A FOREIGN OPPORTUNITIES)
----------------------- -----------------------------
FOR WITHHELD FOR WITHHELD
---------- --------- ---------- ---------

E. Virgil Conway 42,029,212 1,935,792 49,026,618 5,460,156
Harry Dalzell-Payne 42,036,480 1,928,524 49,956,228 5,530,546
S. Leland Dill 42,036,480 1,928,524 48,971,210 5,515,564
Francis E. Jeffries 42,036,480 1,928,524 48,971,210 5,515,564
Leroy Keith, Jr. 42,076,986 1,888,018 49,024,526 5,462,248
Marilyn E. LaMarche 42,048,390 1,916,614 48,966,018 5,520,756
Philip R. McLoughlin 42,088,462 1,876,542 49,031,748 5,455,025
Geraldine M. McNamara 42,092,473 1,872,531 48,983,908 5,502,866
Everett L. Morris 42,034,132 1,930,871 48,971,210 5,515,564
James M. Oates 42,081,194 1,883,810 49,050,828 5,435,945
Donald B. Romans 42,036,480 1,928,524 48,971,210 5,515,564
Richard E. Segerson 42,102,719 1,862,285 49,036,240 5,450,533
Ferdinand L. J. Verdonck 42,086,114 1,878,889 48,889,630 5,597,144
Lowell P. Weicker, Jr. 42,032,415 1,932,589 49,017,211 5,469,563

INTERNATIONAL EQUITY
FOCUSED VALUE (N/K/A FOREIGN OPPORTUNITIES)
---------------------------------- ----------------------------------
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
---------- --------- --------- ---------- --------- ---------

2. New Investment Advisory Agreement 41,347,768 1,451,541 1,165,635 47,311,489 5,334,618 1,840,647

3. Subadvisory Agreements with Vontobel 41,180,599 1,566,191 1,218,153 47,077,302 5,346,839 2,062,613

4. Allow PIC to replace or modify
subadvisory agreements 29,610,029 5,005,210 1,127,530 37,382,371 12,631,526 2,040,904

FUND MANAGEMENT TABLES (UNAUDITED)

Information pertaining to the Trustees and officers of the Trust as of
February 28, 2006, is set forth below. The statement of additional information
(SAI) includes additional information about the Trustees and is available
without charge, upon request, by calling (800) 243-4361.

The address of each individual, unless otherwise noted, is 56 Prospect
Street, Hartford, CT 06115-0480. There is no stated term of office for Trustees
of the Trust, except for Messrs. Dill and Romans who are serving a two year term
expiring April 29, 2006.

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

E. Virgil Conway Served since 1993. 53 Chairman, Rittenhouse Advisors, LLC (consulting firm) (2001-present).
Rittenhouse Advisors, LLC Trustee/Director, Phoenix Funds Complex (1983-present).
101 Park Avenue Trustee/Director, Realty Foundation of New York (1972-present),
New York, NY 10178 Josiah Macy, Jr. Foundation (Honorary) (2004-present), Pace
DOB: 8/2/29 University (Director/Trustee Emeritus) (2003-present), Greater New
York Councils, Boy Scouts of America (1985-present), The Academy of
Political Science (Vice Chairman) (1985-present), Urstadt Biddle
Property Corp. (1989-present), Colgate University (Trustee Emeritus)
(2004-present). Director/Trustee, The Harlem Youth Development
Foundation, (Chairman) (1998-2002), Metropolitan Transportation
Authority (Chairman) (1992-2001), Trism, Inc. (1994-2001),
Consolidated Edison Company of New York, Inc. (1970-2002), Atlantic
Mutual Insurance Company (1974-2002), Centennial Insurance Company
(1974-2002), Union Pacific Corp. (1978-2002), BlackRock Freddie Mac
Mortgage Securities Fund (Advisory Director) (1990-2000), Accuhealth
(1994-2002), Pace University (1978-2003), New York Housing
Partnership Development Corp. (Chairman) (1981-2003), Josiah Macy,
Jr. Foundation (1975-2004).
- ------------------------------------------------------------------------------------------------------------------------------------
Harry Dalzell-Payne Served since 1993. 53 Retired. Trustee/Director, Phoenix Funds Complex (1983-present).
The Flat, Elmore Court
Elmore, GL0S, GL2 3NT
U.K.
DOB: 9/8/29
- ------------------------------------------------------------------------------------------------------------------------------------
S. Leland Dill(1) Served since 2004. 51 Retired. Trustee, Phoenix Funds Family (1989-present). Director,
7721 Blue Heron Way Citigroup Alternative Investment Multi-Adviser Hedge Fund Portfolios
West Palm Beach, FL 33412 (2005-present). Advisory Director, ING Clarion Funds (5 Portfolios)
DOB: 3/28/30 (2005 to present). Trustee, Scudder Investments (55 portfolios)
(1986-2005). Director, Coutts & Co. Trust Holdings Limited (1991-
2000), Coutts & Co. Group (1991-2000) and Coutts & Co. International
(USA) (private banking) (1991-2000).
- ------------------------------------------------------------------------------------------------------------------------------------
Francis E. Jeffries Served since 1995. 54 Director, The Empire District Electric Company (1984-2004).
8477 Bay Colony Dr. #902 Trustee/Director, Phoenix Funds Complex (1987-present).
Naples, FL 34108
DOB: 9/23/30
- ------------------------------------------------------------------------------------------------------------------------------------
Leroy Keith, Jr. Served since 1987. 51 Partner, Stonington Partners, Inc. (private equity fund)
Stonington Partners, Inc. (2001-present). Director/Trustee, Evergreen Funds (six portfolios).
736 Market Street, Trustee, Phoenix Funds Family (1980-present). Director, Diversapak
Ste. 1430 (2002-present). Obaji Medical Products Company (2002-present).
Chattanooga, TN 37402 Director, Lincoln Educational Services (2002-2004). Chairman, Carson
DOB: 2/14/39 Products Company (cosmetics) (1998 to 2000).
- ------------------------------------------------------------------------------------------------------------------------------------

FUND MANAGEMENT TABLES (UNAUDITED) (CONTINUED)

Geraldine M. McNamara Served since 2001. 53 Managing Director, U.S. Trust Company of New York (private bank)
U.S. Trust Company of (1982-present). Trustee/Director, Phoenix Funds Complex
New York (2001-present).
11 West 54th Street
New York, NY 10019
DOB: 4/17/51
- ------------------------------------------------------------------------------------------------------------------------------------
Everett L. Morris(2) Served since 1995. 53 Retired. Trustee/Director, Phoenix Funds Complex (1991-present).
164 Laird Road Director, W.H. Reaves Utility Income Fund (2004-present). Vice
Colts Neck, NJ 07722 President, W.H. Reaves and Company (investment management)
DOB: 5/26/28 (1993-2003).
- ------------------------------------------------------------------------------------------------------------------------------------
James M. Oates(3) Served since 1987. 51 Chairman, Hudson Castle Group, Inc. (Formerly IBEX Capital Markets,
c/o Northeast Partners Inc.) (financial services) (1997-present). Trustee / Director
150 Federal Street, Phoenix Funds Family (1987-present). Managing Director, Wydown Group
Suite 1000 (consulting firm) (1994-present). Director, Investors Financial
Boston, MA 02110 Service Corporation (1995-present), Investors Bank & Trust
DOB: 5/31/46 Corporation (1995-present), Stifel Financial (1996-present),
Connecticut River Bancorp (1998-present), Connecticut River Bank
(1999-present), Trust Company of New Hampshire (2002-present).
Chairman, Emerson Investment Management, Inc. (2000-present).
Independent Chairman, John Hancock Trust (since 2005), Trustee, John
Hancock Funds II and John Hancock Funds III (since 2005). Trustee,
John Hancock Trust (2004-2005). Director/Trustee, AIB Govett Funds
(six portfolios) (1991-2000), and Command Systems, Inc. (1998-2000),
Phoenix Investment Partners, Ltd. (1995-2001), 1Mind, Inc. (formerly
1Mind.com), (2000-2002), Plymouth Rubber Co. (1995-2003). Director
and Treasurer, Endowment for Health, Inc. (2000-2004).
- ------------------------------------------------------------------------------------------------------------------------------------
Donald B. Romans(1) Served since 2004. 51 Retired. President, Romans & Company (private investors and
39 S. Sheridan Road financial consultants) (1987-present). Trustee/Director, Phoenix Funds
Lake Forest, IL 60045 Family (2004-present). Trustee, Burnham Investors Trust
DOB: 4/22/31 (5 portfolios) (1967-present)
- ------------------------------------------------------------------------------------------------------------------------------------
Richard E. Segerson Served since 1993. 51 Managing Director, Northway Management Company (1998-present).
Northway Management Trustee/Director, Phoenix Funds Family (1983-present).
Company
164 Mason Street
Greenwich, CT 06830
DOB: 2/16/46
- ------------------------------------------------------------------------------------------------------------------------------------
Ferdinand L. J. Verdonck Served since 2004. 14 Director, Banco Urquijo (Chairman)(1998-present). Trustee, Phoenix
Nederpolder, 7 Funds Family (2002-present). Director EASDAQ (Chairman)(2001-present),
B-9000 Gent, Belgium The JP Morgan Fleming Continental European Investment Trust
DOB: 7/30/42 (1998-present), Groupe SNEF (1998-present), Degussa Antwerpen
N.V.(1998-present), Santens N.V.(1999-present). Managing Director,
Almanij N.V. (1992-2003). Director, KBC Bank and Insurance Holding
Company (Euronext) (1992-2003), KBC Bank (1992-2003), KBC Insurance
(1992-2003), Kredietbank, S.A. Luxembourgeoise (1992-2003), Investco
N.V. (1992-2003), Gevaert N.V. (1992-2003), Fidea N.V. (1992-2003),
Almafin N.V. (1992-2003), Centea N.V. (1992-2003), Dutch Chamber of
Commerce for Belgium and Luxemburg (1995-2001), Phoenix Investment
Partners, Ltd. (1995-2001).
- ------------------------------------------------------------------------------------------------------------------------------------

(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.

(3) Mr. Oates is a Director and Chairman of the Board and a shareholder of
Hudson Castle Group, Inc. (formerly IBEX Capital Markets, Inc.)
("Hudson"), a privately owned financial services firm. Phoenix Investment
Partners, Ltd., an affiliate of the adviser, owns approximately 1% of the
common stock of Hudson and Phoenix Life Insurance Company also an
affiliate, owns approximately 8% of Hudson's common stock.

FUND MANAGEMENT TABLES (UNAUDITED) (CONTINUED)

INTERESTED TRUSTEES

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

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

Daniel T. Geraci(4) President since 14 Executive Vice President, Asset Management, The Phoenix Companies,
DOB: 6/12/57 2004. Inc. (wealth management) (since 2003). President and Chief
Executive Officer, Phoenix Investment Partners, Ltd. (since 2003).
Chief Executive Officer and President, The Zweig Fund, Inc.
and the Zweig Total Return Fund, Inc. (2004-present). President,
certain funds within the Phoenix Fund Complex (2004-present).
President and Chief Executive Officer of North American investment
operations, Pioneer Investment Management USA, Inc. (2001-2003).
President of Private Wealth Management Group Fidelity Brokerage
Company (2000-2001), Fidelity Investments (1996-2001).
- ------------------------------------------------------------------------------------------------------------------------------------
Marilyn E. LaMarche(5) Served since 2002. 51 Limited Managing Director, Lazard Freres & Co. LLC (1997-present).
Lazard Freres & Co. LLC Trustee/Director, Phoenix Funds Family (2002-present). Director, The
30 Rockefeller Plaza, Phoenix Companies, Inc. (2001-2005) and Phoenix Life Insurance
59th Floor Company (1989-2005).
New York, NY 10020
DOB: 5/11/34
- ------------------------------------------------------------------------------------------------------------------------------------
Philip R. McLoughlin(6) Served since 1989. 79 Director, PXRE Corporation (Reinsurance) (1985-present), World Trust
200 Bridge Street Fund (1991-present). Director/Trustee, Phoenix Funds Complex
Chatham, MA 02633 (1989-present). Management Consultant (2002-2004), Chairman
DOB: 10/23/46 (1997-2002), Chief Executive Officer (1995-2002), Director
Chairman (1995-2002), Phoenix Investment Partners, Ltd., Director and
Executive Vice President, The Phoenix Companies, Inc. (2000-2002).
Director (1994-2002) and Executive Vice President, Investments
(1987-2002), Phoenix Life Insurance Company. Director (1983-2002) and
Chairman (1995-2002), Phoenix Investment Counsel, Inc. Director
(1982-2002), Chairman (2000-2002) and President (1990-2000), Phoenix
Equity Planning Corporation. Chairman and President, Phoenix/Zweig
Advisers LLC (2001-2002). Director (2001-2002) and President (April
2002-September 2002), Phoenix Investment Management Company. Director
and Executive Vice President, Phoenix Life and Annuity Company
(1996-2002). Director (1995-2000) and Executive Vice President
(1994-2002) and Chief Investment Counsel (1994-2002), PHL Variable
Insurance Company. Director, Phoenix National Trust Holding Company
(2001-2002). Director (1985-2002) and Vice President (1986-2002) and
Executive Vice President (April 2002-September 2002), PM Holdings,
Inc. Director, WS Griffith Associates, Inc. (1995-2002). Director, WS
Griffith Securities, Inc. (1992-2002).
- ------------------------------------------------------------------------------------------------------------------------------------

(4) Mr. Geraci is an "interested person" as defined in the Investment Company
Act of 1940, by reason of his position as Executive Vice President, Asset
Management, The Phoenix Companies, Inc. and his position as President and
Chief Executive Officer, Phoenix Investment Partners, Ltd.

(5) Ms. LaMarche is an "interested person," as defined in the Investment
Company Act of 1940, by reason of her former position as Director of The
Phoenix Companies, Inc. and Phoenix Life Insurance Company.

(6) Mr. McLoughlin is an "interested person", as defined in the Investment
Company Act of 1940, by reason of his former relationship with Phoenix
Investment Partners, Ltd. and its affiliates.

FUND MANAGEMENT TABLES (UNAUDITED) (CONTINUED)

OFFICERS OF THE TRUST WHO ARE NOT TRUSTEES
- ------------------------------------------------------------------------------------------------------------------------------------
POSITION(S) HELD WITH
NAME, ADDRESS AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S)
DATE OF BIRTH TIME SERVED DURING PAST 5 YEARS
- ------------------------------------------------------------------------------------------------------------------------------------

George R. Aylward Executive Vice President since Senior Vice President and Chief Operating Officer, Asset Management,
DOB: 8/17/64 2004. The Phoenix Companies, Inc. (2004-present). Executive Vice President
and Chief Operating Officer, Phoenix Investment Partners, Ltd.
(2004-present). Vice President, Phoenix Life Insurance Company
(2002-2004). (Vice President, The Phoenix Companies, Inc.
(2001-2004). Vice President, Finance, Phoenix Investment Partners,
Ltd. (2001-2002). Assistant Controller, Phoenix Investment Partners,
Ltd. (1996-2001). Executive Vice President, certain funds within the
Phoenix Funds Family (2004-present).
- ------------------------------------------------------------------------------------------------------------------------------------
Francis G. Waltman Senior Vice President since 2004. Senior Vice President, Asset Management Product Development, The
DOB: 7/27/62 Phoenix Companies, Inc. (since 2006), Senior Vice President, Asset
Management Product Development, Phoenix Investment Partners, Ltd.
(2005-present), Senior Vice President and Chief Administrative
Officer, Phoenix Investment Partners, Ltd., (2003-2004). Senior Vice
President and Chief Administrative Officer, Phoenix Equity Planning
Corporation (1999-2003), Senior Vice President, certain funds within
the Phoenix Fund Family (2004-present).
- ------------------------------------------------------------------------------------------------------------------------------------
Marc Baltuch Vice President and Chief Compliance Chief Compliance Officer, Zweig-DiMenna Associates LLC
900 Third Avenue Officer since 2004. (1989-present); Vice President and Chief Compliance Officer, certain
New York, NY 10022 Funds within the Phoenix Fund Complex (2004-present); Vice President,
DOB: 9/23/45 The Zweig Total Return Fund, Inc. (2004-present); Vice President, The
Zweig Fund, Inc. (2004-present); President and Director of Watermark
Securities, Inc. (1991-present); Assistant Secretary of Gotham
Advisors Inc. (1990-present); Secretary, Phoenix-Zweig Trust
(1989-2003); Secretary, Phoenix-Euclid Market Neutral Fund
(1999-2002).
- ------------------------------------------------------------------------------------------------------------------------------------
Nancy G. Curtiss Chief Financial Officer since 2005 Assistant Treasurer (2001-present), Vice President, Fund
DOB: 11/24/52 and Treasurer since 1996. (Accounting (1994-2000), Treasurer (1996-2000), Phoenix Equity
Planning Corporation. Vice President (2003-present), Phoenix
Investment Partners, Ltd. Chief Financial Officer and Treasurer,
or Assistant Treasurer, certain funds within the Phoenix Fund
Complex (1994-present).
- ------------------------------------------------------------------------------------------------------------------------------------
Kevin J. Carr Vice President, Chief Legal Officer, Vice President and Counsel, Phoenix Life Insurance Company (May 2005-
One American Row Counsel and Secretary since 2005. present). Vice President, Counsel, Chief Legal Officer and
Hartford, CT 06102 Secretary of certain funds within the Phoenix Fund Complex (May
DOB: 8/30/54 2005-present). Compliance Officer of Investments and Counsel,
Travelers Life & Annuity Company (January 2005-May 2005). Assistant
General Counsel, The Hartford Financial Services Group (1999-2005).
- ------------------------------------------------------------------------------------------------------------------------------------

PHOENIX ADVISER TRUST

101 Munson Street
Greenfield, MA 01301

TRUSTEES INVESTMENT ADVISER
E. Virgil Conway Phoenix Investment Counsel, Inc.
Harry Dalzell-Payne 56 Prospect Street
S. Leland Dill Hartford, CT 06115-0480
Daniel T. Geraci
Francis E. Jeffries PRINCIPAL UNDERWRITER
Leroy Keith, Jr. Phoenix Equity Planning Corporation
Marilyn E. LaMarche One American Row
Philip R. McLoughlin, Chairman Hartford, CT 06103-2899
Geraldine M. McNamara
Everett L. Morris TRANSFER AGENT
James M. Oates Phoenix Equity Planning Corporation
Donald B. Romans One American Row
Richard E. Segerson Hartford, CT 06103-2899
Ferdinand L. J. Verdonck
CUSTODIAN
State Street Bank and Trust Company
OFFICERS P.O. Box 5501
Daniel T. Geraci, President Boston, MA 02206-5501
George R. Aylward, Executive Vice President
Francis G. Waltman, Senior Vice President INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Marc Baltuch, Vice President and Chief Compliance Officer PricewaterhouseCoopers LLP
Nancy G. Curtiss, Chief Financial Officer and Treasurer 125 High Street
Kevin J. Carr, Vice President, Counsel, Secretary and Chief Legal Officer Boston, MA 02110

- --------------------------------------------------------------------------
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 HOW TO CONTACT US
share the same mailing address. If you would like additional copies, Mutual Fund Services 1-800-243-1574
please call Mutual Fund Services at 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

(This page has been left blank intentionally.)

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

[LOGO] 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.

PXP4297 4-06
BPD28525

ITEM 2. CODE OF ETHICS.

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

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

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

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

(a)(1) The Registrant's Board of Trustees has determined that the
Registrant has two "audit committee financial experts" serving on
its Audit Committee.

(a)(2) Mr. E. Virgil Conway and Mr. Everett L. Morris have been determined
by the Registrant to possess the technical attributes identified in
Instruction 2(b) of Item 3 to Form N-CSR to qualify as "audit
committee financial experts." Mr. Conway and Mr. Morris are
"independent" trustees pursuant to paragraph (a)(2) of Item 3 to
Form N-CSR.

(a)(3) Not applicable.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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

(a) The aggregate fees billed for each of the last two fiscal years for
professional services

rendered by the principal accountant for the audit of the
registrant's annual financial statements or services that are
normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years are $34,200
for 2006 and $36,923 for 2005.

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

(b) The aggregate fees billed in each of the last two fiscal years for
assurance and related services by the principal accountant that are
reasonably related to the performance of the audit of the
registrant's financial statements and are not reported under
paragraph (a) of this Item are $2,000 for 2006 and $0 for 2005.
Services related to these fees are for the review of the semi annual
report.

Tax Fees
- --------

(c) The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning are $8,700 for 2006 and
$9,173 for 2005.

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

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

(d) The aggregate fees billed in each of the last two fiscal years for
products and services provided by the principal accountant, other
than the services reported in paragraphs (a) through (c) of this
Item are $0 for 2006 and $0 for 2005.

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

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

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

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

(b) 100% for 2006 and not applicable for 2005

(d) Not applicable for 2006 and not applicable for 2005

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

(g) The aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the
registrant's investment adviser (not including any sub-adviser whose
role is primarily portfolio management and is subcontracted with or
overseen by another investment adviser), and any entity controlling,
controlled by, or under common control with the adviser that
provides ongoing services to the registrant for each of the last two
fiscal years of the registrant was $798,509 for 2006 and $126,825
for 2005.

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

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS.

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

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

(a)(3) Not applicable.

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

SIGNATURES

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

(registrant) Phoenix Adviser Trust
-----------------------------------------------------------------
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.