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 811-07643 --------- Phoenix PHOLIOs(SM) -------------------------------------------------- (Exact name of registrant as specified in charter) 101 Munson Street Greenfield, MA 01301-9668 --------------------------------------------------- (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 Counsel Phoenix Life Insurance Company Phoenix Life Insurance Company One American Row One American Row Hartford, CT 06103-2899 Hartford, CT 06103-2899 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (800) 243-1574 -------------- Date of fiscal year end: July 31 ------- Date of reporting period: July 31, 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. JULY 31, 2006 ANNUAL REPORT PHOENIX ASSET ALLOCATION PHOLIOS - PHOENIX WEALTH ACCUMULATOR PHOLIO - PHOENIX WEALTH BUILDER PHOLIO - PHOENIX WEALTH GUARDIAN PHOLIO - PHOENIX WEALTH PRESERVER PHOLIO - PHOENIX CONSERVATIVE INCOME PHOLIO PHOENIX DIVERSIFYING PHOLIOS - PHOENIX DIVERSIFIER PHOLIO - PHOENIX INTERNATIONAL PHOLIO TRUST NAME: PHOENIX PHOLIOS (SM) (GRAPHIC OMITTED) (GRAPHIC OMITTED) - -------------------------------------------------------------------------------- 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 pholios sm 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: (GRAPHIC OMITTED) The enclosed annual report addresses the performance of your Phoenix mutual fund for the fiscal year ended July 31, 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 -- six Phoenix affiliates and 10 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 AUGUST 2006 1 TABLE OF CONTENTS Glossary................................................................. 3 Fund Composition Table................................................... 5 Phoenix Wealth Accumulator PHOLIO ....................................... 6 Phoenix Wealth Builder PHOLIO ........................................... 14 Phoenix Wealth Guardian PHOLIO .......................................... 22 Phoenix Wealth Preserver PHOLIO ......................................... 30 Phoenix Conservative Income PHOLIO ...................................... 38 Phoenix Diversifier PHOLIO .............................................. 46 Phoenix International PHOLIO ............................................ 54 Notes to Financial Statements............................................ 62 Report of Independent Registered Public Accounting Firm.................. 67 Fund Management Tables................................................... 68 - -------------------------------------------------------------------------------- PROXY VOTING INFORMATION (FORM N-PX) The Adviser votes 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, 2006, 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. - -------------------------------------------------------------------------------- 2 GLOSSARY CONSERVATIVE INCOME PHOLIO COMPOSITE INDEX A composite index consisting of 80% Lehman Brothers Aggregate Bond Index and 20% S&P 500(R) Index. DOW JONES-AIG COMMODITY INDEX The Dow Jones-AIG Commodity Index is a broadly diversified index that tracks commodity futures. DOW JONES WILSHIRE REAL ESTATE SECURITIES INDEX The Dow Jones Wilshire Real Estate Securities Index (Full Cap) is a market capitalization-weighted index that measures publicly traded real estate securities such as Real Estate Investment Trusts and Real Estate Operating Companies. The index is calculated on a total return basis with dividends reinvested. EXCHANGE TRADED FUNDS Portfolios of stocks or bonds that track a specific market index. FEDERAL FUNDS RATE The interest rate charged on overnight loans of reserves by one financial institution to another in the United States. The federal funds rate is the most sensitive indicator of the direction of interest rates since it is set daily by the market. 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. FUND OF FUNDS A mutual fund that invests in the shares of other open-end mutual funds according to an established asset allocation model, resulting in a diversified portfolio of asset classes and investment strategies appropriate for pursuit of the overall investment objective. GROSS DOMESTIC PRODUCT (GDP) An important measure of the United States' economic performance, GDP is the total market value of all final goods and services produced in the U.S. during any quarter or year. INFLATION Rise in the prices of goods and services resulting from increased spending relative to the supply of goods on the market. ISHARES Represents shares of an open-end Exchange Traded Fund. LEHMAN BROTHERS AGGREGATE BOND INDEX The Lehman Brothers Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis. 3 Glossary (continued) MSCI EAFE(R) INDEX The MSCI EAFE(R) Index is 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. NASDAQ COMPOSITE(R) INDEX The NASDAQ Composite(R) Index is a market capitalization-weighted index of all issues listed in the NASDAQ (National Association Of Securities Dealers Automated Quotation System) Stock Market, except for closed-end funds, convertible debentures, exchange traded funds, preferred stocks, rights, warrants, units and other derivative securities. The index is calculated on a total return basis with dividends reinvested. REIT (REAL ESTATE INVESTMENT TRUST) A publicly traded company that owns, develops and operates income-producing real estate such as apartments, office buildings, hotels, shopping centers and other commercial properties. RUSSELL 2000(R) INDEX The Russell 2000(R) Index is a market capitalization-weighted index of the 2,000 smallest companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. S&P 500(R) INDEX The S&P 500 Index is 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. WEALTH BUILDER PHOLIO COMPOSITE INDEX A composite index consisting of 80% S&P 500(R) Index and 20% Lehman Brothers Aggregate Bond Index. WEALTH GUARDIAN PHOLIO COMPOSITE INDEX A composite index consisting of 60% S&P 500 Index and 40% Lehman Brothers Aggregate Bond Index. WEALTH PRESERVER PHOLIO COMPOSITE INDEX A composite index consisting of 60% Lehman Brothers Aggregate Bond Index and 40% S&P 500 Index. 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 ACTIVE MANAGEMENT OF AN ACTUAL PORTFOLIO. 4 COMPOSITION BY UNDERLYING FUND* AS A PERCENTAGE OF TOTAL INVESTMENTS AS OF JULY 31, 2006 Wealth Wealth Wealth Wealth Conservative Accumulator Builder Guardian Preserver Income Diversifier PHOLIO PHOLIO PHOLIO PHOLIO PHOLIO PHOLIO -------------------------------------------------------------------------- iShares Deutsche Bank Liquid Commodity Index Fund... 0% 0% 0% 0% 0% 15% iShares Goldman Sachs Natural Resources Index Fund.. 0% 0% 0% 0% 0% 10% iShares MSCI Japan Index Fund....................... 0% 0% 0% 0% 0% 0% Phoenix Bond Fund Class A.......................... 0% 8% 16% 24% 32% 0% Phoenix Dynamic Growth Fund Class A................ 5% 4% 3% 0% 0% 0% Phoenix Emerging Markets Bond Fund Class A.......... 0% 0% 0% 0% 0% 0% Phoenix Foreign Opportunities Fund Class A.......... 9% 7% 4% 3% 0% 0% Phoenix Fundamental Growth Fund Class A............ 14% 11% 9% 7% 4% 0% Phoenix Global Utilities Fund Class A............... 4% 4% 2% 1% 1% 25% Phoenix Growth & Income Fund Class A................ 15% 10% 8% 7% 3% 0% Phoenix High Yield Securities Fund Class A.......... 0% 2% 4% 6% 8% 0% Phoenix Institutional Bond Fund Class Y............. 0% 8% 16% 25% 32% 0% Phoenix International Strategies Fund Class A....... 12% 11% 8% 5% 4% 0% Phoenix Market Neutral Fund Class A................. 7% 6% 6% 3% 3% 25% Phoenix Mid-Cap Value Fund Class A.................. 5% 4% 3% 0% 0% 0% Phoenix Multi-Sector Short Term Bond Fund Class A... 0% 2% 4% 6% 8% 0% Phoenix Real Estate Securities Fund Class A......... 4% 4% 2% 1% 1% 25% Phoenix Small-Cap Growth Fund Class A............... 5% 4% 3% 2% 0% 0% Phoenix Small-Cap Value Fund Class A................ 5% 4% 3% 2% 0% 0% Phoenix Total Value Fund Class A.................... 15% 11% 9% 8% 4% 0% ------ ------ ------ ------ ------ ------ Total.......................................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% ====== ====== ====== ====== ====== ====== COMPOSITION BY UNDERLYING FUND* AS A PERCENTAGE OF TOTAL INVESTMENTS AS OF JULY 31, 2006 International PHOLIO ------------- iShares Deutsche Bank Liquid Commodity Index Fund... 0% iShares Goldman Sachs Natural Resources Index Fund.. 0% iShares MSCI Japan Index Fund....................... 4% Phoenix Bond Fund Class A.......................... 0% Phoenix Dynamic Growth Fund Class A................ 0% Phoenix Emerging Markets Bond Fund Class A.......... 5% Phoenix Foreign Opportunities Fund Class A.......... 31% Phoenix Fundamental Growth Fund Class A............ 0% Phoenix Global Utilities Fund Class A............... 10% Phoenix Growth & Income Fund Class A................ 0% Phoenix High Yield Securities Fund Class A.......... 0% Phoenix Institutional Bond Fund Class Y............. 0% Phoenix International Strategies Fund Class A....... 50% Phoenix Market Neutral Fund Class A................. 0% Phoenix Mid-Cap Value Fund Class A.................. 0% Phoenix Multi-Sector Short Term Bond Fund Class A... 0% Phoenix Real Estate Securities Fund Class A......... 0% Phoenix Small-Cap Growth Fund Class A............... 0% Phoenix Small-Cap Value Fund Class A................ 0% Phoenix Total Value Fund Class A.................... 0% ------ Total.......................................... 100.0% ====== * Table represents each PHOLIO's holdings in the underlying funds as a percentage of total investments. Financial information and investment strategies for the underlying affiliated funds may be obtained at www.PhoenixFunds.com. 5 PHOENIX WEALTH ACCUMULATOR PHOLIO A DISCUSSION WITH THE FUND'S OVERSIGHT MANAGER, CHRISTOPHER WILKOS, CFA Q: HOW DID THE PHOENIX WEALTH ACCUMULATOR PHOLIO PERFORM FOR ITS FISCAL YEAR ENDED JULY 31, 2006? A: As the PHOLIO's inception date was August 4, 2005, it did not achieve a full year of performance as of July 31, 2006. However, for the period of August 4, 2005 through July 31, 2006, the PHOLIO's Class A shares returned 7.82% and Class C shares returned 6.97%. For the same period, the S&P 500(R) Index, a broad-based equity index, returned 5.22%. All performance figures assume reinvestment of distributions and exclude the effect of sales charges. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS AND CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE SHOWN ABOVE. Q. HOW DID THE MARKETS PERFORM DURING THE FUND'S FISCAL YEAR? A: During the Fund's fiscal year, the Federal Reserve (the "Fed") continued its measured process of increasing short-term interest rates. The Fed has raised rates a total of 17 times since beginning monetary tightening over two years ago, increasing the federal funds rate from 1% to 5.25%. The Fed continues to apply vigilance in dampening any potential inflationary pressures that may be building in the economy. Leadership at the Fed changed early in 2006, with long time chairman Alan Greenspan entering retirement and Ben Bernanke assuming the lead role. Market participants continue to evaluate Bernanke's skill and credibility in managing the Fed. Several of his comments caused market volatility during the spring. In the meantime, corporate profits in the U.S. continue to climb, and economic growth continues to be solid. After some weakening in the fourth quarter of 2005 caused primarily by the impact of hurricanes, the U.S. economy came roaring back in the first quarter of 2006, posting GDP growth of 5.6%. That growth moderated in the second quarter of 2006, falling to 2.5%. Most economists estimate that growth will continue at a moderate pace for the remainder of 2006. In a period of rising short-term interest rates, slowing growth and high energy prices, U.S. equities produced modest gains during the Fund's fiscal year. Large-cap stocks, as represented by the S&P 500(R) Index, had a total return of 5.38%. Small-cap stocks fared slightly worse, with the Russell 2000(R) Index returning 4.24%. Value stocks outperformed growth stocks in all capitalization categories. Most of the equity market gains occurred prior to May 2006, when the market experienced a sharp decline fueled by inflation fears. The big winners in the past year were REIT stocks and utility stocks. REIT stocks, as measured by the Dow Jones Wilshire Real Estate Securities Index, advanced over 17%, continuing their multi-year record of dominating U.S. equity returns. Utility stocks rose by almost 9%. On the negative side, the technology-laden NASDAQ Composite(R) Index declined by 3.48%. International markets also provided superior returns as evidenced by the 24.51% return of the MSCI EAFE(R) Index. After substantial gains, emerging equity markets saw a sharp correction in the second quarter but still returned over 28% during the fiscal year. Given increasing interest rates and low credit spreads, the U.S. bond market barely broke even, posting a return of 1.45% as measured by the Lehman Brothers Aggregate Bond Index. The 6 Phoenix Wealth Accumulator PHOLIO (continued) above-mentioned actions of the Fed helped to drive all interest rates higher and create a nearly flat Treasury yield curve. As of July 31, three-month maturity U.S. Treasury bills actually yielded more than 10-year maturity Treasury notes. Higher yields negatively impacted all bond returns, although riskier high yield bonds posted returns of nearly 4% for the year. Finally, the story of the past year was the emergence of commodities as a viable investment alternative. With soaring energy and metal prices and continued demand from emerging economies such as China, commodities proved to be a superior investment with a return of over 16% as measured by the Dow Jones-AIG Commodity Index. Q. WHAT FACTORS AFFECTED THE FUND'S PERFORMANCE DURING ITS FISCAL YEAR? A: The Fund benefited from 100% exposure to equities, as equity markets generally outperformed fixed income markets over the fiscal year. In particular, the Fund's allocation to international equities provided substantial returns as foreign equity markets soared by over 24%. With a 20% weighting composed of the Phoenix Foreign Opportunities and Phoenix International Strategies mutual funds, the portfolio benefited from the substantial performance of non-U.S. stocks compared to U.S. markets. The Fund's allocation to a real estate securities fund also provided superior returns. REIT indices outperformed large cap indices by a wide margin in the past year, and the performance of the Phoenix Real Estate Securities Fund was excellent. Also enhancing returns was an allocation to the Phoenix Total Value Fund, which invests in large cap value stocks. Since large cap value stocks outperformed the S&P 500, the 15% allocation to the large cap value fund contributed to the Fund's relative performance. Small positive contributions were made by allocations to small and mid cap value funds and a global utilities stock fund. The Fund's performance was negatively impacted by its allocation to a market neutral mutual fund. The Phoenix Market Neutral Fund underperformed its benchmark and the S&P 500. Also hurting performance were allocations to two growth mutual funds, one specializing in large cap stocks and the other specializing in mid cap stocks. Since value stocks outperformed their growth counterparts, it was not unexpected to see these growth funds hurt performance in the last year. Finally, the Fund's allocation to a core large cap growth and income fund produced returns that about equaled the benchmark return. AUGUST 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 DISCUSSED WILL BE REALIZED. 7 Phoenix Wealth Accumulator PHOLIO AVERAGE ANNUAL TOTAL RETURNS(1) PERIOD ENDING 7/31/06 INCEPTION INCEPTION TO 7/31/06 DATE ------------ ----------- Class A Shares at NAV(2) 7.82% 8/4/05 Class A Shares at POP(3) 1.62 8/4/05 Class C Shares at NAV(2) 6.97 8/4/05 Class C Shares with CDSC(4) 5.97 8/4/05 S&P 500(R) Index 5.22 8/4/05 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. GROWTH OF $10,000 PERIOD ENDING 7/31 This Growth of $10,000 chart assumes an initial investment of $10,000 made on 8/4/05 (inception of the Fund) in Class A and Class C shares. The total return for Class A shares reflects the maximum sales charge of 5.75% on the initial investment. The total return for Class C shares includes applicable CDSC charges since inception. Performance assumes dividends and capital gain distributions are reinvested. (GRAPHIC OMITTED) EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC Phoenix Wealth Phoenix Wealth Accumulator Accumulator PHOLIO(SM) PHOLIO(SM) S&P 500(R) Class A Class C Index -------------- --------------- ---------- 8/4/05 $ 9,425 $10,000 $10,000 7/31/06 10,162 10,597 10,522 For information regarding the index, see the glossary on page 3. 8 Phoenix Wealth Accumulator PHOLIO 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 Wealth Accumulator PHOLIO, 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 could have been higher. These 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. Wealth Beginning Ending Expenses Paid Accumulator PHOLIO Account Value Account Value During Class A January 31, 2006 July 31, 2006 Period* - ---------------------- --------------------- ----------------- -------------- Actual $1,000.00 $1,001.90 $0.05 Hypothetical (5% return before expenses) 1,000.00 1,024.75 0.05 *EXPENSES ARE EQUAL TO THE FUND'S CLASS A ANNUALIZED EXPENSE RATIO OF 0.01%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) 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 PERIOD ENDED JULY 31, 2006. THE CLASS' ACTUAL RETURN AT NAV SINCE INCEPTION WAS 7.82%. AN INVESTMENT OF $1,000.00 AT AUGUST 4, 2005 WOULD HAVE YIELDED AN ACCOUNT VALUE AT JULY 31, 2006, OF $1,078.20. Wealth Beginning Ending Expenses Paid Accumulator PHOLIO Account Value Account Value During Class C January 31, 2006 July 31, 2006 Period* - -------------------- ------------------ ----------------- --------------- Actual $1,000.00 $ 998.10 $3.77 Hypothetical (5% return before expenses) 1,000.00 1,020.98 3.82 *EXPENSES ARE EQUAL TO THE FUND'S CLASS C ANNUALIZED EXPENSE RATIO OF 0.76%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) 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 PERIOD ENDED JULY 31, 2006. THE CLASS' ACTUAL RETURN AT NAV SINCE INCEPTION WAS 6.97%. AN INVESTMENT OF $1,000.00 AT AUGUST 4, 2005 WOULD HAVE YIELDED AN ACCOUNT VALUE AT JULY 31, 2006, OF $1,069.70. THE ANNUALIZED EXPENSE RATIOS NOTED ABOVE DO NOT REFLECT FEES AND EXPENSES ASSOCIATED WITH THE UNDERLYING FUNDS. IF SUCH FEES AND EXPENSES HAD BEEN INCLUDED, THE EXPENSES WOULD HAVE BEEN HIGHER. YOU CAN FIND MORE INFORMATION ABOUT THE FUND'S EXPENSES IN THE FINANCIAL STATEMENTS SECTION THAT FOLLOWS. FOR ADDITIONAL INFORMATION ON OPERATING EXPENSES AND OTHER SHAREHOLDER COSTS REFER TO THE PROSPECTUS. 9 Phoenix Wealth Accumulator PHOLIO Fund Investment Allocation 7/31/06 As a percentage of total investments (GRAPHIC OMITTED) EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC Domestic Equity Funds 73% Foreign Equity Funds 25 Other 2 SCHEDULE OF INVESTMENTS JULY 31, 2006 SHARES VALUE ------- -------- MUTUAL FUNDS--100.1% DOMESTIC EQUITY FUNDS(c)--75.0% Phoenix Dynamic Growth Fund Class A(b) ..... 25,759 $ 258,363 Phoenix Fundamental Growth Fund Class A(b) 78,404 794,232 Phoenix Growth & Income Fund Class A. ...... 54,086 839,953 Phoenix Market Neutral Fund Class A(b) ..... 35,269 401,719 Phoenix Mid-Cap Value Fund Class A.......... 13,341 290,706 Phoenix Real Estate Securities Fund Class A 6,980 227,885 Phoenix Small-Cap Growth Fund Class A(b) ... 8,185 251,435 Phoenix Small-Cap Value Fund Class A. ...... 14,781 272,419 Phoenix Total Value Fund Class A............ 78,095 852,800 ---------- 4,189,512 ---------- FOREIGN EQUITY FUNDS(c)--25.1% Phoenix Foreign Opportunities Fund Class A.. 21,599 480,156 Phoenix Global Utilities Fund Class A ...... 21,533 235,352 Phoenix International Strategies Fund Class A 54,758 686,670 ---------- 1,402,178 ---------- VALUE ---------- - ----------------------------------------------------------------------- TOTAL MUTUAL FUNDS (IDENTIFIED COST $5,512,388) $5,591,690 - ----------------------------------------------------------------------- TOTAL LONG TERM INVESTMENTS--100.1% (IDENTIFIED COST $5,512,388) 5,591,690 - ----------------------------------------------------------------------- SHORT-TERM INVESTMENTS--2.1% PAR VALUE (000) --------- COMMERCIAL PAPER(d)--2.1% UBS Finance Delaware LLC 5.28%, 8/1/06 $115 115,000 - ----------------------------------------------------------------------- TOTAL SHORT-TERM INVESTMENTS (IDENTIFIED COST $115,000) 115,000 - ----------------------------------------------------------------------- TOTAL INVESTMENTS--102.2% (IDENTIFIED COST $5,627,388) 5,706,690(a) Other assets and liabilities, net--(2.2)% (120,240) ---------- NET ASSETS--100.0% $5,586,450 ========== (a) Federal Income Tax Information: Net unrealized appreciation of investment securities is comprised of gross appreciation of $145,163 and gross depreciation of $80,894 for federal income tax purposes. At July 31, 2006, the aggregate cost of securities for federal income tax purposes was $5,642,421. (b) Non-income producing. (c) Affiliated Fund. (d) The rate shown is the discount rate. See Notes to Financial Statements 10 Phoenix Wealth Accumulator PHOLIO STATEMENT OF ASSETS AND LIABILITIES JULY 31, 2006 ASSETS Investment securities at value (Identified cost $5,627,388) $5,706,690 Cash 3,826 Receivables Receivable from adviser 3,664 Fund shares sold 912 Trustee retainer 179 Prepaid expenses 17,577 ---------- Total assets 5,732,848 ---------- LIABILITIES Payables Investment securities purchased 122,633 Fund shares repurchased 1,208 Professional fee 11,512 Transfer agent fee 4,353 Distribution and service fees 1,420 Financial agent fee 382 Other accrued expenses 4,890 ---------- Total liabilities 146,398 ---------- NET ASSETS $5,586,450 ========== NET ASSETS CONSIST OF: Capital paid in on shares of beneficial interest $5,493,358 Undistributed net investment income 4,289 Accumulated net realized gain 9,501 Net unrealized appreciation 79,302 ---------- NET ASSETS $5,586,450 ========== CLASS A Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $3,207,784) 299,028 Net asset value per share $10.73 Offering price per share $10.73/(1-5.75%) $11.38 CLASS C Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $2,378,666) 222,758 Net asset value and offering price per share $10.68 STATEMENT OF OPERATIONS FROM INCEPTION AUGUST 4, 2005 TO JULY 31, 2006 INVESTMENT INCOME Income distributions received from affiliated funds $ 17,566 Interest 1,671 -------- Total investment income 19,237 -------- EXPENSES Investment advisory fee 2,659 Distribution and service fees, Class C 7,140 Financial agent fee 63,158 Transfer agent 37,430 Registration 31,126 Trustees 22,973 Professional 16,194 Custodian 11,991 Printing 5,453 Miscellaneous 7,963 -------- Total expenses 206,087 Less expenses reimbursed by investment adviser (195,345) Custodian fees paid indirectly (1,236) -------- Net expenses 9,506 -------- NET INVESTMENT INCOME (LOSS) 9,731 -------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments from affiliated funds (14,869) Capital gain distributions received from affiliated funds 27,062 Net change in unrealized appreciation (depreciation) on investments from affiliated funds 79,302 -------- NET GAIN (LOSS) ON INVESTMENTS FROM AFFILIATED FUNDS 91,495 -------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $101,226 ======== See Notes to Financial Statements 11 Phoenix Wealth Accumulator PHOLIO STATEMENT OF CHANGES IN NET ASSETS From Inception August 4, 2005 to July 31, 2006 ----------------- FROM OPERATIONS Net investment income (loss) $ 9,731 Net realized gain (loss) 12,193 Net change in unrealized appreciation (depreciation) 79,302 ---------- INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 101,226 ---------- FROM DISTRIBUTIONS TO SHAREHOLDERS Net investment income, Class A (6,985) Net investment income, Class C (1,149) ---------- DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (8,134) ---------- FROM SHARE TRANSACTIONS CLASS A Proceeds from sales of shares (324,331 shares) 3,409,647 Net asset value of shares issued from reinvestment of distributions (421 shares) 4,371 Cost of shares repurchased (25,724 shares) (273,919) ---------- Total 3,140,099 ---------- CLASS C Proceeds from sales of shares (230,141 shares) 2,430,767 Net asset value of shares issued from reinvestment of distributions (41 shares) 428 Cost of shares repurchased (7,424 shares) (77,936) ---------- Total 2,353,259 ---------- INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS 5,493,358 ---------- NET INCREASE (DECREASE) IN NET ASSETS 5,586,450 NET ASSETS Beginning of period -- ---------- END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $4,289) $5,586,450 ========== See Notes to Financial Statements 12 Phoenix Wealth Accumulator PHOLIO FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD) CLASS A ------------------ FROM INCEPTION AUGUST 4, 2005 TO JULY 31, 2006 ------------------ Net asset value, beginning of period $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss)(3) 0.07 Capital gain distributions received from affiliated funds(3) 0.11 Net realized and unrealized gain (loss) 0.60 ------ TOTAL FROM INVESTMENT OPERATIONS 0.78 ------ LESS DISTRIBUTIONS Dividends from net investment income (0.05) ------ TOTAL DISTRIBUTIONS (0.05) ------ Change in net asset value 0.73 ------ NET ASSET VALUE, END OF PERIOD $10.73 ====== Total return(1) 7.82%(5) RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $3,208 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses(2) 0.09%(4)(6) Gross operating expenses(2) 7.43%(6) Net investment income (loss) 0.63%(6) Portfolio turnover 13%(5) CLASS C ----------------- FROM INCEPTION AUGUST 4, 2005 TO JULY 31, 2006 ----------------- Net asset value, beginning of period $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss)(3) (0.01) Capital gain distributions received from affiliated funds(3) 0.10 Net realized and unrealized gain (loss) 0.61 ------ TOTAL FROM INVESTMENT OPERATIONS 0.70 ------ LESS DISTRIBUTIONS Dividends from net investment income (0.02) ------ TOTAL DISTRIBUTIONS (0.02) ------ Change in net asset value 0.68 ------ NET ASSET VALUE, END OF PERIOD $10.68 ====== Total return(1) 6.97 %(5) RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $2,379 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses(2) 0.83 %(4)(6) Gross operating expenses(2) 8.19 %(6) Net investment income (loss) (0.12)%(6) Portfolio turnover 13 %(5) (1) Sales charges are not reflected in the total return calculation. (2) The Fund also will indirectly bear its prorated share of expenses of the underlying funds. Such expenses are not included in the calculation of this ratio. (3) Computed using average shares outstanding. (4) Represents blended net expense ratio. See Note 3 in the Notes to Financial Statements. (5) Not annualized. (6) Annualized. See Notes to Financial Statements 13 PHOENIX WEALTH BUILDER PHOLIO A DISCUSSION WITH THE FUND'S OVERSIGHT MANAGER, CHRISTOPHER WILKOS, CFA Q: HOW DID THE PHOENIX WEALTH BUILDER PHOLIO PERFORM FOR ITS FISCAL YEAR ENDED JULY 31, 2006? A: For the fiscal year ended July 31, 2006, the PHOLIO's Class A shares returned 5.76% and Class C shares returned 4.99%. For the same period, the S&P 500(R) Index, a broad-based equity index, returned 5.38%; the Lehman Brothers Aggregate Bond Index, a broad-based fixed income index, returned 1.46%; and the Wealth Builder PHOLIO Composite Index (80% S&P 500(R) Index and 20% Lehman Brothers Aggregate Bond Index), the PHOLIO's style-specific benchmark, returned 4.62%. All performance figures assume reinvestment of distributions and exclude the effect of sales charges. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS AND CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE SHOWN ABOVE. Q: HOW DID THE MARKETS PERFORM DURING THE FUND'S FISCAL YEAR? A: During the Fund's fiscal year, the Federal Reserve (the "Fed") continued its measured process of increasing short-term interest rates. The Fed has raised rates a total of 17 times since beginning monetary tightening over two years ago, increasing the federal funds rate from 1% to 5.25%. The Fed continues to apply vigilance in dampening any potential inflationary pressures that may be building in the economy. Leadership at the Fed changed early in 2006, with long time chairman Alan Greenspan entering retirement and Ben Bernanke assuming the lead role. Market participants continue to evaluate Bernanke's skill and credibility in managing the Fed. Several of his comments caused market volatility during the spring. In the meantime, corporate profits in the U.S. continue to climb, and economic growth continues to be solid. After some weakening in the fourth quarter of 2005 caused primarily by the impact of hurricanes, the U.S. economy came roaring back in the first quarter of 2006, posting GDP growth of 5.6%. That growth moderated in the second quarter of 2006, falling to 2.5%. Most economists estimate that growth will continue at a moderate pace for the remainder of 2006. In a period of rising short-term interest rates, slowing growth and high energy prices, U.S. equities produced modest gains during the Fund's fiscal year. Large-cap stocks, as represented by the S&P 500(R) Index, had a total return of 5.38%. Small-cap stocks fared slightly worse, with the Russell 2000(R) Index returning 4.24%. Value stocks outperformed growth stocks in all capitalization categories. Most of the equity market gains occurred prior to May 2006, when the market experienced a sharp decline fueled by inflation fears. The big winners in the past year were REIT stocks and utility stocks. REIT stocks, as measured by the Dow Jones Wilshire Real Estate Securities Index, advanced over 17%, continuing their multi-year record of dominating U.S. equity returns. Utility stocks rose by almost 9%. On the negative side, the technology-laden NASDAQ Composite(R) Index declined by 3.48%. International markets also provided superior returns as evidenced by the 24.51% return of the MSCI EAFE(R) Index. After substantial gains, emerging equity markets saw a sharp correction in the second quarter but still returned over 28% during the fiscal year. 14 Phoenix Wealth Builder PHOLIO (continued) Given increasing interest rates and low credit spreads, the U.S. bond market barely broke even, posting a return of 1.45% as measured by the Lehman Brothers Aggregate Bond Index. The above-mentioned actions of the Fed helped to drive all interest rates higher and create a nearly flat Treasury yield curve. As of July 31, three-month maturity U.S. Treasury bills actually yielded more than 10-year maturity Treasury notes. Higher yields negatively impacted all bond returns, although riskier high yield bonds posted returns of nearly 4% for the year. Finally, the story of the past year was the emergence of commodities as a viable investment alternative. With soaring energy and metal prices and continued demand from emerging economies such as China, commodities proved to be a superior investment with a return of over 16% as measured by the Dow Jones-AIG Commodity Index. Q: WHAT FACTORS AFFECTED THE FUND'S PERFORMANCE DURING ITS FISCAL YEAR? A: The Phoenix Wealth Builder PHOLIO was reconstituted in August 2005 with 10 new underlying funds to provide enhanced diversification. The Fund benefited from its substantial exposure to equities, as equity markets generally outperformed fixed income markets over the fiscal year. In particular, the Fund's allocation to international equities provided substantial returns as foreign equity markets soared by over 24%. With a 16% weighting to international equities composed of the Phoenix Foreign Opportunities and Phoenix International Strategies mutual funds, the portfolio benefited from the substantial performance of non-U.S. stocks compared to U.S. markets. The portfolio's allocation to a real estate securities fund also provided superior returns. REIT indices outperformed large cap indices by a wide margin in the past year, and the performance of the Phoenix Real Estate Securities Fund was excellent. Also enhancing returns was an allocation to the Phoenix Total Value Fund, which invests in large cap value stocks. Since large cap value stocks outperformed the S&P 500, the allocation to large cap value contributed to the Fund's performance. Small positive contributions were made by allocations to small and mid cap value funds and a global utilities stock fund. The Fund's performance was negatively impacted by its allocation to a market neutral mutual fund. The Phoenix Market Neutral Fund underperformed its benchmark and the S&P 500. Also hurting performance were allocations to two growth mutual funds, one specializing in large cap stocks and the other specializing in mid cap stocks. Since value stocks outperformed their growth counterparts, it was not unexpected to see these growth funds hurt performance in the last year. Finally, the Fund's allocation to a core large cap growth and income fund produced returns that about equaled the benchmark return. AUGUST 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 DISCUSSED WILL BE REALIZED. 15 Phoenix Wealth Builder PHOLIO AVERAGE ANNUAL TOTAL RETURNS(1) PERIODS ENDING 7/31/06 INCEPTION INCEPTION 1 YEAR TO 7/31/06 DATE -------- ------------ ----------- Class A Shares at NAV(2) 5.76% 9.11% 8/1/03 Class A Shares at POP(3) (0.32) 6.98 8/1/03 Class C Shares at NAV(2) 4.99 8.32 8/1/03 Class C Shares with CDSC(4) 4.99 8.32 8/1/03 S&P 500(R) Index 5.38 11.17 8/1/03 Lehman Brothers Aggregate Bond Index 1.46 3.70 8/1/03 Wealth Builder PHOLIO(SM) Composite Index 4.62 9.71 8/1/03 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. GROWTH OF $10,000 PERIODS ENDING 7/31 This Growth of $10,000 chart assumes an initial investment of $10,000 made on 8/1/03 (inception of the Fund) in Class A and Class C shares. The total return for Class A shares reflects the maximum sales charge of 5.75% on the initial investment. The total return for Class C shares includes applicable CDSC charges since inception. Performance assumes dividends and capital gain distributions are reinvested. (GRAPHIC OMITTED) EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC Phoenix Wealth Phoenix Wealth Lehman Brothers Wealth Builder Builder PHOLIO(SM) Builder PHOLIO(SM) S&P 500(R) Aggregate Bond PHOLIO(SM) Composite Class A Class C Index Index Index ------------------ ------------------ ---------- --------------- -------------------- 8/1/03 $ 9,425 $10,000 $10,000 $10,000 $10,000 7/30/04 10,357 10,903 11,433 10,489 11,247 7/29/05 11,576 12,104 13,038 10,992 12,620 7/31/06 12,243 12,709 13,740 11,152 13,203 For information regarding the indexes, see the glossary on page 3. 16 Phoenix Wealth Builder PHOLIO 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 Wealth Builder PHOLIO, 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 could have been higher. The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions. Wealth Beginning Ending Expenses Paid Builder PHOLIO Account Value Account Value During Class A January 31, 2006 July 31, 2006 Period* - --------------------- ------------------- ----------------- -------------- Actual $1,000.00 $1,004.20 $0.05 Hypothetical (5% return before expenses) 1,000.00 1,024.75 0.05 *EXPENSES ARE EQUAL TO THE FUND'S CLASS A ANNUALIZED EXPENSE RATIO OF 0.01%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) 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 JULY 31, 2006. THE CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR WAS 5.76%. AN INVESTMENT OF $1,000.00 AT JULY 31, 2005 WOULD HAVE YIELDED AN ACCOUNT VALUE AT JULY 31, 2006, OF $1,057.60. Wealth Beginning Ending Expenses Paid Builder PHOLIO Account Value Account Value During Class C January 31, 2006 July 31, 2006 Period* - --------------------- ------------------- ----------------- -------------- Actual $1,000.00 $1,000.50 $3.77 Hypothetical (5% return before expenses) 1,000.00 1,020.98 3.82 *EXPENSES ARE EQUAL TO THE FUND'S CLASS C ANNUALIZED EXPENSE RATIO OF 0.76%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) 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 JULY 31, 2006. THE CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR WAS 4.99%. AN INVESTMENT OF $1,000.00 AT JULY 31, 2005 WOULD HAVE YIELDED AN ACCOUNT VALUE AT JULY 31, 2006, OF $1,049.90. THE ANNUALIZED EXPENSE RATIOS NOTED ABOVE DO NOT REFLECT FEES AND EXPENSES ASSOCIATED WITH THE UNDERLYING FUNDS. IF SUCH FEES AND EXPENSES HAD BEEN INCLUDED, THE EXPENSES WOULD HAVE BEEN HIGHER. YOU CAN FIND MORE INFORMATION ABOUT THE FUND'S EXPENSES IN THE FINANCIAL STATEMENTS SECTION THAT FOLLOWS. FOR ADDITIONAL INFORMATION ON OPERATING EXPENSES AND OTHER SHAREHOLDER COSTS REFER TO THE PROSPECTUS. 17 Phoenix Wealth Builder PHOLIO Fund Investment Allocation 7/31/06 As a percentage of total investments (GRAPHIC OMITTED) EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC Domestic Equity Funds 59% Foreign Equity Funds 22 Domestic Fixed Income Funds 19 SCHEDULE OF INVESTMENTS JULY 31, 2006 SHARES VALUE --------- ------------ MUTUAL FUNDS--100.1% DOMESTIC EQUITY FUNDS(c)--59.1% Phoenix Dynamic Growth Fund Class A(b) ...... 478,481 $ 4,799,162 Phoenix Fundamental Growth Fund Class A(b) .. 1,322,683 13,398,781 Phoenix Growth & Income Fund Class A. ....... 904,215 14,042,461 Phoenix Market Neutral Fund Class A(b) ...... 721,144 8,213,828 Phoenix Mid-Cap Value Fund Class A .......... 235,202 5,125,063 Phoenix Real Estate Securities Fund Class A . 159,766 5,216,374 Phoenix Small-Cap Growth Fund Class A(b) .... 151,701 4,660,255 Phoenix Small-Cap Value Fund Class A ........ 271,577 5,005,171 Phoenix Total Value Fund Class A ............ 1,333,784 14,564,917 ------------ 75,026,012 ------------ FOREIGN EQUITY FUNDS(c)--21.6% Phoenix Foreign Opportunities Fund Class A .. 381,510 8,480,960 Phoenix Global Utilities Fund Class A ....... 476,947 5,213,033 Phoenix International Strategies Fund Class A 1,088,918 13,655,036 ------------ 27,349,029 ------------ SHARES VALUE --------- ------------ DOMESTIC FIXED INCOME FUNDS(c)--19.4% Phoenix Bond Fund Class A ................... 972,095 $ 9,818,162 Phoenix High Yield Securities Fund Class A .. 255,980 2,506,045 Phoenix Institutional Bond Fund Class Y ..... 322,971 9,844,157 Phoenix Multi-Sector Short Term Bond Fund Class A ................................ 529,867 2,479,779 ------------ 24,648,143 ------------ - -------------------------------------------------------------------------------- TOTAL MUTUAL FUNDS (IDENTIFIED COST $118,213,480) 127,023,184 - -------------------------------------------------------------------------------- TOTAL INVESTMENTS--100.1% (IDENTIFIED COST $118,213,480) 127,023,184(a) Other assets and liabilities, net--(0.1)% (99,451) ------------ NET ASSETS--100.0% $126,923,733 ============ (a) Federal Income Tax Information: Net unrealized appreciation of investment securities is comprised of gross appreciation of $9,747,451 and gross depreciation of $1,155,732 for federal income tax purposes. At July 31, 2006, the aggregate cost of securities for federal income tax purposes was $118,431,465. (b) Non-income producing. (c) Affiliated Fund. See Notes to Financial Statements 18 Phoenix Wealth Builder PHOLIO STATEMENT OF ASSETS AND LIABILITIES JULY 31, 2006 ASSETS Investment securities at value (Identified cost $118,213,480) $127,023,184 Receivables Investment securities sold 996,122 Fund shares sold 159,736 Receivable from adviser 46,651 Dividends 9,470 Trustee retainer 756 Prepaid expenses 28,818 ------------ Total assets 128,264,737 ------------ LIABILITIES Cash overdraft 231,665 Payables Fund shares repurchased 983,425 Distribution and service fees 47,985 Transfer agent fee 29,543 Financial agent fee 9,197 Other accrued expenses 39,189 ------------ Total liabilities 1,341,004 ------------ NET ASSETS $126,923,733 ============ NET ASSETS CONSIST OF: Capital paid in on shares of beneficial interest $116,231,145 Undistributed net investment income 86,452 Accumulated net realized gain 1,796,432 Net unrealized appreciation 8,809,704 ------------ NET ASSETS $126,923,733 ============ CLASS A Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $51,755,264) 4,354,578 Net asset value per share $11.89 Offering price per share $11.89/(1-5.75%) $12.62 CLASS C Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $75,168,469) 6,350,796 Net asset value and offering price per share $11.84 STATEMENT OF OPERATIONS YEAR ENDED JULY 31, 2006 INVESTMENT INCOME Income distributions received from affiliated funds $ 1,879,741 Interest 10,560 ----------- Total investment income 1,890,301 ----------- EXPENSES Investment advisory fee 130,641 Distribution and service fees, Class C 603,909 Financial agent fee 78,229 Transfer agent 166,584 Printing 72,542 Registration 42,985 Trustees 32,371 Professional 25,260 Custodian 14,163 Miscellaneous 19,207 ----------- Total expenses 1,185,891 Less expenses reimbursed by investment adviser (309,525) Custodian fees paid indirectly (117) ----------- Net expenses 876,249 ----------- NET INVESTMENT INCOME (LOSS) 1,014,052 ----------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments from affiliated funds 7,511,822 Capital gain distributions received from affiliated funds 1,355,501 Net change in unrealized appreciation (depreciation) on investments from affiliated funds (3,103,386) ----------- NET GAIN (LOSS) ON INVESTMENTS FROM AFFILIATED FUNDS 5,763,937 ----------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 6,777,989 =========== See Notes to Financial Statements 19 Phoenix Wealth Builder PHOLIO STATEMENT OF CHANGES IN NET ASSETS Year Ended Year Ended July 31, 2006 July 31, 2005 ---------------- -------------- FROM OPERATIONS Net investment income (loss) $ 1,014,052 $ 508,735 Net realized gain (loss) 8,867,323 628,598 Net change in unrealized appreciation (depreciation) (3,103,386) 10,711,389 ------------- ------------- INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 6,777,989 11,848,722 ------------- ------------- FROM DISTRIBUTIONS TO SHAREHOLDERS Net investment income, Class A (659,079) (336,203) Net investment income, Class C (448,891) (207,961) Net realized short-term gains, Class A (458,875) -- Net realized short-term gains, Class C (764,786) -- Net realized long-term gains, Class A (2,355,289) (8,003) Net realized long-term gains, Class C (3,925,451) (15,124) ------------- ------------- DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (8,612,371) (567,291) ------------- ------------- FROM SHARE TRANSACTIONS CLASS A Proceeds from sales of shares (1,375,701 and 1,824,326 shares, respectively) 16,432,872 20,856,522 Net asset value of shares issued from reinvestment of distributions (212,039 and 21,465 shares, respectively) 2,460,025 252,054 Cost of shares repurchased (1,206,100 and 588,715 shares, respectively) (14,395,918) (6,777,429) ------------- ------------- Total 4,496,979 14,331,147 ------------- ------------- CLASS C Proceeds from sales of shares (1,233,328 and 2,678,348 shares, respectively) 14,581,264 30,646,588 Net asset value of shares issued from reinvestment of distributions (163,141 and 5,584 shares, respectively) 1,884,371 65,720 Cost of shares repurchased (2,058,744 and 1,011,958 shares, respectively) (24,420,364) (11,686,796) ------------- ------------- Total (7,954,729) 19,025,512 ------------- ------------- INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS (3,457,750) 33,356,659 ------------- ------------- NET INCREASE (DECREASE) IN NET ASSETS (5,292,132) 44,638,090 NET ASSETS Beginning of period 132,215,865 87,577,775 ------------- ------------- END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $86,452 AND $32,989, RESPECTIVELY) $ 126,923,733 $ 132,215,865 ============= ============= See Notes to Financial Statements 20 Phoenix Wealth Builder PHOLIO FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD) CLASS A ----------------------------------------- YEAR ENDED JULY 31 ----------------------------------------- 2006 2005 2004 Net asset value, beginning of period $12.07 $10.89 $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss)(3) 0.15 0.11 0.12 Capital gain distributions received from affiliated funds(3) 0.12 0.07 0.01 Net realized and unrealized gain (loss) 0.40 1.10 0.86 ------ ------ ------ TOTAL FROM INVESTMENT OPERATIONS 0.67 1.28 0.99 ------ ------ ------ LESS DISTRIBUTIONS Dividends from net investment income (0.16) (0.10) (0.10) Distributions from net realized gains (0.69) --(5) -- ------ ------ ------ TOTAL DISTRIBUTIONS (0.85) (0.10) (0.10) ------ ------ ------ Change in net asset value (0.18) 1.18 0.89 ------ ------ ------ NET ASSET VALUE, END OF PERIOD $11.89 $12.07 $10.89 ====== ====== ====== Total return(1) 5.76% 11.76% 9.89% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $51,755 $47,934 $29,566 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses(2) 0.20%(4) 0.40% 0.40% Gross operating expenses(2) 0.45% 0.45% 0.77% Net investment income 1.25% 0.93% 1.11% Portfolio turnover 74% 4% 0% CLASS C ----------------------------------------- YEAR ENDED JULY 31 ----------------------------------------- 2006 2005 2004 Net asset value, beginning of period $12.02 $10.86 $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss)(3) 0.06 0.02 0.04 Capital gain distributions received from affiliated funds(3) 0.12 0.07 0.01 Net realized and unrealized gain (loss) 0.40 1.10 0.85 ------ ------ ------ TOTAL FROM INVESTMENT OPERATIONS 0.58 1.19 0.90 ------ ------ ------ LESS DISTRIBUTIONS Dividends from net investment income (0.07) (0.03) (0.04) Distributions from net realized gains (0.69) --(5) -- ------ ------ ------ TOTAL DISTRIBUTIONS (0.76) (0.03) (0.04) ------ ------ ------ Change in net asset value (0.18) 1.16 0.86 ------ ------ ------ NET ASSET VALUE, END OF PERIOD $11.84 $12.02 $10.86 ====== ====== ====== Total return(1) 4.99% 11.01% 9.03% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $75,168 $84,281 $58,012 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses(2) 0.96%(4) 1.15% 1.15% Gross operating expenses(2) 1.19% 1.20% 1.47% Net investment income 0.48% 0.19% 0.34% Portfolio turnover 74% 4% 0% (1) Sales charges are not reflected in the total return calculation. (2) The Fund also will indirectly bear its prorated share of expenses of the underlying funds. Such expenses are not included in the calculation of this ratio. (3) Computed using average shares outstanding. (4) Represents blended net expense ratio. See Note 3 in the Notes to Financial Statements. (5) Amount is less than $0.01. See Notes to Financial Statements 21 PHOENIX WEALTH GUARDIAN PHOLIO A DISCUSSION WITH THE FUND'S OVERSIGHT MANAGER, CHRISTOPHER WILKOS, CFA Q: HOW DID THE PHOENIX WEALTH GUARDIAN PHOLIO PERFORM FOR ITS FISCAL YEAR ENDED JULY 31, 2006? A: For the fiscal year ended July 31, 2006, the PHOLIO's Class A shares returned 4.43% and Class C shares returned 3.63%. For the same period, the S&P 500(R) Index, a broad-based equity index, returned 5.38%, the Lehman Brothers Aggregate Bond Index, a broad-based fixed income index, returned 1.46%; and the Wealth Guardian PHOLIO Composite Index (60% S&P 500(R) Index and 40% Lehman Brothers Aggregate Index), the PHOLIO's style-specific benchmark, returned 3.85%. All performance figures assume reinvestment of distributions and exclude the effect of sales charges. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS AND CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE SHOWN ABOVE. Q: HOW DID THE MARKETS PERFORM DURING THE FUND'S FISCAL YEAR? A: During the Fund's fiscal year, the Federal Reserve (the "Fed") continued its measured process of increasing short-term interest rates. The Fed has raised rates a total of 17 times since beginning monetary tightening over two years ago, increasing the federal funds rate from 1% to 5.25%. The Fed continues to apply vigilance in dampening any potential inflationary pressures that may be building in the economy. Leadership at the Fed changed early in 2006, with long time chairman Alan Greenspan entering retirement and Ben Bernanke assuming the lead role. Market participants continue to evaluate Bernanke's skill and credibility in managing the Fed. Several of his comments caused market volatility during the spring. In the meantime, corporate profits in the U.S. continue to climb, and economic growth continues to be solid. After some weakening in the fourth quarter of 2005 caused primarily by the impact of hurricanes, the U.S. economy came roaring back in the first quarter of 2006, posting GDP growth of 5.6%. That growth moderated in the second quarter of 2006, falling to 2.5%. Most economists estimate that growth will continue at a moderate pace for the remainder of 2006. In a period of rising short-term interest rates, slowing growth and high energy prices, U.S. equities produced modest gains during the Fund's fiscal year. Large-cap stocks, as represented by the S&P 500(R) Index, had a total return of 5.38%. Small-cap stocks fared slightly worse, with the Russell 2000(R) Index returning 4.24%. Value stocks outperformed growth stocks in all capitalization categories. Most of the equity market gains occurred prior to May 2006, when the market experienced a sharp decline fueled by inflation fears. The big winners in the past year were REIT stocks and utility stocks. REIT stocks, as measured by the Dow Jones Wilshire Real Estate Securities Index, advanced over 17%, continuing their multi-year record of dominating U.S. equity returns. Utility stocks rose by almost 9%. On the negative side, the technology-laden NASDAQ Composite(R) Index declined by 3.48%. International markets also provided superior returns as evidenced by the 24.51% return of the MSCI EAFE(R) Index. After substantial gains, emerging equity markets saw a sharp correction in the second quarter but still returned over 28% during the fiscal year. 22 Phoenix Wealth Guardian PHOLIO (continued) Given increasing interest rates and low credit spreads, the U.S. bond market barely broke even, posting a return of 1.45% as measured by the Lehman Brothers Aggregate Bond Index. The above-mentioned actions of the Fed helped to drive all interest rates higher and create a nearly flat Treasury yield curve. As of July 31, three-month maturity U.S. Treasury bills actually yielded more than 10-year maturity Treasury notes. Higher yields negatively impacted all bond returns, although riskier high yield bonds posted returns of nearly 4% for the year. Finally, the story of the past year was the emergence of commodities as a viable investment alternative. With soaring energy and metal prices and continued demand from emerging economies such as China, commodities proved to be a superior investment with a return of over 16% as measured by the Dow Jones-AIG Commodity Index. Q: WHAT FACTORS AFFECTED THE FUND'S PERFORMANCE DURING ITS FISCAL YEAR? A: The Phoenix Wealth Guardian PHOLIO was reconstituted in August 2005 with 10 new underlying funds to provide enhanced diversification. The Fund benefited from its majority exposure to equities, as equity markets generally outperformed fixed income markets over the fiscal year. In particular, the Fund's allocation to international equities provided substantial returns as foreign equity markets soared by over 24%. With a weighting to international equities composed of the Phoenix Foreign Opportunities and Phoenix International Strategies mutual funds, the portfolio benefited from the substantial performance of non-U.S. stocks compared to U.S. markets. The portfolio's allocation to a real estate securities fund also provided superior returns. REIT indices outperformed large cap indices by a wide margin in the past year, and the performance of the Phoenix Real Estate Securities Fund was excellent. Also enhancing returns was an allocation to the Phoenix Total Value Fund, which invests in large cap value stocks. Since large cap value stocks outperformed the S&P 500, the allocation to large cap value contributed to the Fund's performance. Small positive contributions were made by allocations to a mid cap value fund and a global utilities stock fund. The Fund's performance was negatively impacted by its allocation to a market neutral mutual fund. The Phoenix Market Neutral Fund underperformed both its benchmark and the S&P 500. The Phoenix Market Neutral Fund allocation was small in the overall portfolio. Also hurting performance were allocations to three growth mutual funds, one specializing in large cap stocks and two specializing in mid-cap stocks. Since value stocks outperformed their growth counterparts, it was not unexpected to see these growth funds hurt the performance of the portfolio during the last year. Finally, the Fund's allocation to a core large cap growth and income fund produced returns that about equaled the benchmark return. AUGUST 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 DISCUSSED WILL BE REALIZED. 23 Phoenix Wealth Guardian PHOLIO AVERAGE ANNUAL TOTAL RETURNS(1) PERIODS ENDING 7/31/06 INCEPTION INCEPTION 1 YEAR TO 7/31/06 DATE -------- ------------ ----------- Class A Shares at NAV(2) 4.43% 7.75% 8/1/03 Class A Shares at POP(3) (1.57) 5.64 8/1/03 Class C Shares at NAV(2) 3.63 6.96 8/1/03 Class C Shares with CDSC(4) 3.63 6.96 8/1/03 S&P 500(R) Index 5.38 11.17 8/1/03 Lehman Brothers Aggregate Bond Index 1.46 3.70 8/1/03 Wealth Guardian PHOLIO(SM) Composite Index 3.85 8.22 8/1/03 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. GROWTH OF $10,000 PERIODS ENDING 7/31 This Growth of $10,000 chart assumes an initial investment of $10,000 made on 8/1/03 (inception of the Fund) in Class A and Class C shares. The total return for Class A shares reflects the maximum sales charge of 5.75% on the initial investment. The total return for Class C shares includes applicable CDSC charges since inception. Performance assumes dividends and capital gain distributions are reinvested. (GRAPHIC OMITTED) EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC Phoenix Phoenix Wealth Guardian Wealth Guardian Lehman Brothers Wealth Guardian PHOLIO(SM) PHOLIO(SM) S&P 500(R) Aggregate Bond PHOLIO(SM) Class A Class C Index Index Composite Index --------------- ---------------- ---------- --------------- --------------- 8/1/03 $ 9,425 $10,000 $10,000 $10,000 $10,000 7/30/04 10,287 10,829 11,433 10,489 11,060 7/29/05 11,289 11,808 13,038 10,992 12,206 7/31/06 11,789 12,237 13,740 11,152 12,676 For information regarding the indexes, see the glossary on page 3. See Notes to Financial Statements 24 Phoenix Wealth Guardian PHOLIO 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 Wealth Guardian PHOLIO, 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 could have been higher. The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions. Beginning Ending Expenses Paid Wealth Guardian PHOLIO Account Value Account Value During Class A January 31, 2006 July 31, 2006 Period* - --------------------- ------------------- --------------- -------------- Actual $1,000.00 $1,001.60 $0.08 Hypothetical (5% return before expenses) 1,000.00 1,024.71 0.09 *EXPENSES ARE EQUAL TO THE FUND'S CLASS A ANNUALIZED EXPENSE RATIO OF 0.02%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) 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 JULY 31, 2006. THE CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR WAS 4.43%. AN INVESTMENT OF $1,000.00 AT JULY 31, 2005 WOULD HAVE YIELDED AN ACCOUNT VALUE AT JULY 31, 2006, OF $1,044.30. Beginning Ending Expenses Paid Wealth Guardian PHOLIO Account Value Account Value During Class C January 31, 2006 July 31, 2006 Period* - --------------------- ------------------- --------------- -------------- Actual $1,000.00 $ 997.80 $3.81 Hypothetical (5% return before expenses) 1,000.00 1,020.94 3.86 *EXPENSES ARE EQUAL TO THE FUND'S CLASS C ANNUALIZED EXPENSE RATIO OF 0.77%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) 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 JULY 31, 2006. THE CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR WAS 3.63%. AN INVESTMENT OF $1,000.00 AT JULY 31, 2005 WOULD HAVE YIELDED AN ACCOUNT VALUE AT JULY 31, 2006, OF $1,036.30. THE ANNUALIZED EXPENSE RATIOS NOTED ABOVE DO NOT REFLECT FEES AND EXPENSES ASSOCIATED WITH THE UNDERLYING FUNDS. IF SUCH FEES AND EXPENSES HAD BEEN INCLUDED, THE EXPENSES WOULD HAVE BEEN HIGHER. YOU CAN FIND MORE INFORMATION ABOUT THE FUND'S EXPENSES IN THE FINANCIAL STATEMENTS SECTION THAT FOLLOWS. FOR ADDITIONAL INFORMATION ON OPERATING EXPENSES AND OTHER SHAREHOLDER COSTS REFER TO THE PROSPECTUS. 25 Phoenix Wealth Guardian PHOLIO Fund Investment Allocation 7/31/06 As a percentage of total investments (GRAPHIC OMITTED) EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC Domestic Equity Funds 46% Domestic Fixed Income Funds 39 Foreign Equity Funds 15 SCHEDULE OF INVESTMENTS JULY 31, 2006 SHARES VALUE --------- --------- MUTUAL FUNDS--99.3% DOMESTIC EQUITY FUNDS(c)--45.8% Phoenix Dynamic Growth Fund Class A(b) ........... 170,858 $ 1,713,707 Phoenix Fundamental Growth Fund Class A(b) ....... 503,988 5,105,402 Phoenix Growth & Income Fund Class A ............. 298,558 4,636,608 Phoenix Market Neutral Fund Class A(b) ........... 291,505 3,320,240 Phoenix Mid-Cap Value Fund Class A ............... 82,542 1,798,581 Phoenix Real Estate Securities Fund Class A ...... 39,175 1,279,076 Phoenix Small-Cap Growth Fund Class A(b) ......... 53,111 1,631,584 Phoenix Small-Cap Value Fund Class A ............. 95,722 1,764,151 Phoenix Total Value Fund Class A ................. 507,750 5,544,628 ----------- 26,793,977 ----------- FOREIGN EQUITY FUNDS(c)--14.5% Phoenix Foreign Opportunities Fund Class A ....... 112,243 2,495,158 Phoenix Global Utilities Fund Class A ............ 110,107 1,203,467 Phoenix International Strategies Fund Class A .... 383,517 4,809,299 ----------- 8,507,924 ----------- DOMESTIC FIXED INCOME FUNDS(c)--39.0% Phoenix Bond Fund Class A ........................ 901,392 9,104,063 Phoenix High Yield Securities Fund Class A ....... 234,657 2,297,290 Phoenix Institutional Bond Fund Class Y .......... 299,474 9,127,969 SHARES VALUE --------- --------- DOMESTIC FIXED INCOME FUNDS--CONTINUED Phoenix Multi-Sector Short Term Bond Fund Class A 492,160 $ 2,303,308 ----------- 22,832,630 ----------- - --------------------------------------------------------------------------- TOTAL MUTUAL FUNDS (IDENTIFIED COST $55,797,950) 58,134,531 - --------------------------------------------------------------------------- TOTAL LONG TERM INVESTMENTS--99.3% (IDENTIFIED COST $55,797,950) 58,134,531 - --------------------------------------------------------------------------- PAR VALUE (000) ---------- SHORT-TERM INVESTMENTS--0.6% COMMERCIAL PAPER(d)--0.6% Clipper Receivables Co. LLC 5.29%, 8/1/06 $375 375,000 - --------------------------------------------------------------------------- TOTAL SHORT-TERM INVESTMENTS (IDENTIFIED COST $375,000) 375,000 - --------------------------------------------------------------------------- TOTAL INVESTMENTS--99.9% (IDENTIFIED COST $56,172,950) 58,509,531(a) Other assets and liabilities, net--0.1% 35,146 ----------- NET ASSETS--100.0% $58,544,677 =========== (a) Federal Income Tax Information: Net unrealized appreciation of investment securities is comprised of gross appreciation of $3,059,287 and gross depreciation of $918,502 for federal income tax purposes. At July 31, 2006, the aggregate cost of securities for federal income tax purposes was $56,368,746. (b) Non-income producing. (c) Affiliated Fund. (d) The rate shown is the discount rate. See Notes to Financial Statements 26 Phoenix Wealth Guardian PHOLIO STATEMENT OF ASSETS AND LIABILITIES JULY 31, 2006 ASSETS Investment securities at value (Identified cost $56,172,950) $58,509,531 Cash 1,990 Receivables Fund shares sold 142,682 Receivable from adviser 21,846 Dividends 8,729 Trustee retainer 654 Prepaid expenses 19,851 ----------- Total assets 58,705,283 ----------- LIABILITIES Payables Fund shares repurchased 91,589 Professional fee 23,269 Distribution and service fees 21,405 Transfer agent fee 10,995 Financial agent fee 4,124 Other accrued expenses 9,224 ----------- Total liabilities 160,606 ----------- NET ASSETS $58,544,677 =========== NET ASSETS CONSIST OF: Capital paid in on shares of beneficial interest $55,567,435 Undistributed net investment income 72,816 Accumulated net realized gain 567,845 Net unrealized appreciation 2,336,581 ----------- NET ASSETS $58,544,677 =========== CLASS A Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $24,768,264) 2,189,178 Net asset value per share $11.31 Offering price per share $11.31/(1-5.75%) $12.00 CLASS C Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $33,776,413) 2,989,131 Net asset value and offering price per share $11.30 STATEMENT OF OPERATIONS YEAR ENDED JULY 31, 2006 INVESTMENT INCOME Income distributions received from affiliated funds $ 1,286,798 Interest 7,184 ----------- Total investment income 1,293,982 ----------- EXPENSES Investment advisory fee 60,508 Distribution and service fees, Class C 279,857 Financial agent fee 71,597 Transfer agent 68,084 Registration 34,308 Trustees 30,139 Printing 25,989 Professional 25,167 Custodian 12,956 Miscellaneous 12,884 ----------- Total expenses 621,489 Less expenses reimbursed by investment adviser (175,306) Custodian fees paid indirectly (191) ----------- Net expenses 445,992 ----------- NET INVESTMENT INCOME (LOSS) 847,990 ----------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments from affiliated funds 2,902,699 Capital gain distributions received from affiliated funds 534,279 Net change in unrealized appreciation (depreciation) on investments from affiliated funds (1,836,776) ----------- NET GAIN (LOSS) ON INVESTMENTS FROM AFFILIATED FUNDS 1,600,202 ----------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 2,448,192 =========== See Notes to Financial Statements 27 Phoenix Wealth Guardian PHOLIO STATEMENT OF CHANGES IN NET ASSETS Year Ended Year Ended July 31, 2006 July 31, 2005 --------------- -------------- FROM OPERATIONS Net investment income (loss) $ 847,990 $ 535,846 Net realized gain (loss) 3,436,978 283,923 Net change in unrealized appreciation (depreciation) (1,836,776) 3,601,562 ----------- ----------- INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 2,448,192 4,421,331 ----------- ----------- FROM DISTRIBUTIONS TO SHAREHOLDERS Net investment income, Class A (478,246) (253,607) Net investment income, Class C (447,365) (271,275) Net realized short-term gains, Class A (213,263) -- Net realized short-term gains, Class C (339,237) -- Net realized long-term gains, Class A (951,481) (3,604) Net realized long-term gains, Class C (1,513,518) (8,499) ----------- ----------- DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (3,943,110) (536,985) ----------- ----------- FROM SHARE TRANSACTIONS CLASS A Proceeds from sales of shares (856,254 and 1,090,914 shares, respectively) 9,783,645 12,243,290 Net asset value of shares issued from reinvestment of distributions (113,730 and 17,604 shares, respectively) 1,268,792 200,211 Cost of shares repurchased (562,827 and 274,678 shares, respectively) (6,422,350) (3,092,213) ----------- ----------- Total 4,630,087 9,351,288 ----------- ----------- CLASS C Proceeds from sales of shares (480,977 and 1,321,823 shares, respectively) 5,476,904 14,738,790 Net asset value of shares issued from reinvestment of distributions (64,763 and 9,278 shares, respectively) 721,732 105,468 Cost of shares repurchased (1,027,548 and 505,099 shares, respectively) (11,736,494) (5,669,378) ----------- ----------- Total (5,537,858) 9,174,880 ----------- ----------- INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS (907,771) 18,526,168 ----------- ----------- NET INCREASE (DECREASE) IN NET ASSETS (2,402,689) 22,410,514 NET ASSETS Beginning of period 60,947,366 $38,536,852 ----------- ----------- END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $72,816 AND $50,771, RESPECTIVELY) $58,544,677 $60,947,366 =========== =========== See Notes to Financial Statements 28 Phoenix Wealth Guardian PHOLIO FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD) CLASS A ----------------------------------------- YEAR ENDED JULY 31 ----------------------------------------- 2006 2005 2004 Net asset value, beginning of period $11.61 $10.74 $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss) 0.22(3) 0.17 0.17 Capital gain distributions received from affiliated funds 0.10(3) 0.06 --(5) Net realized and unrealized gain (loss) 0.18 0.81 0.74 ------ ------ ------ TOTAL FROM INVESTMENT OPERATIONS 0.50 1.04 0.91 ------ ------ ------ LESS DISTRIBUTIONS Dividends from net investment income (0.23) (0.17) (0.17) Distributions from net realized gains (0.57) --(5) -- ------ ------ ------ TOTAL DISTRIBUTIONS (0.80) (0.17) (0.17) ------ ------ ------ Change in net asset value (0.30) 0.87 0.74 ------ ------ ------ NET ASSET VALUE, END OF PERIOD $11.31 $11.61 $10.74 ====== ====== ====== Total return(1) 4.43% 9.74% 9.15% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $24,768 $20,696 $10,182 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses(2) 0.26%(4) 0.52% 0.52% Gross operating expenses(2) 0.56% 0.65% 1.35% Net investment income 1.92% 1.56% 1.92% Portfolio turnover 67% 5% 1% CLASS C ----------------------------------------- YEAR ENDED JULY 31 ----------------------------------------- 2006 2005 2004 Net asset value, beginning of period $11.60 $ 10.72 $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss) 0.12(3) 0.09 0.12 Capital gain distributions received from affiliated funds 0.10(3) 0.06 0.01 Net realized and unrealized gain (loss) 0.19 0.81 0.70 ------ ------ ------ TOTAL FROM INVESTMENT OPERATIONS 0.41 0.96 0.83 ------ ------ ------ LESS DISTRIBUTIONS Dividends from net investment income (0.14) (0.08) (0.11) Distributions from net realized gains (0.57) --(5) -- ------ ------ ------ TOTAL DISTRIBUTIONS (0.71) (0.08) (0.11) ------ ------ ------ Change in net asset value (0.30) 0.88 0.72 ------ ------ ------ NET ASSET VALUE, END OF PERIOD $11.30 $11.60 $10.72 ====== ====== ====== Total return(1) 3.63% 9.03% 8.29% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $33,776 $40,252 $28,355 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses(2) 1.03%(4) 1.27% 1.27% Gross operating expenses(2) 1.31% 1.40% 1.98% Net investment income 1.08% 0.80% 1.19% Portfolio turnover 67% 5% 1% (1) Sales charges are not reflected in the total return calculation. (2) The Fund also will indirectly bear its prorated share of expenses of the underlying funds. Such expenses are not included in the calculation of this ratio. (3) Computed using average shares outstanding. (4) Represents blended net expense ratio. See Note 3 in the Notes to Financial Statements. (5) Amount is less than $0.01. See Notes to Financial Statements 29 PHOENIX WEALTH PRESERVER PHOLIO A DISCUSSION WITH THE FUND'S OVERSIGHT MANAGER, CHRISTOPHER WILKOS, CFA Q: HOW DID THE PHOENIX WEALTH PRESERVER PHOLIO PERFORM FOR ITS FISCAL YEAR ENDED JULY 31, 2006? A: As the PHOLIO's inception date was August 4, 2005, it did not achieve a full year of performance as of July 31, 2006. However, for the period of August 4, 2005 through July 31, 2006, the PHOLIO's Class A shares returned 4.37% and Class C shares returned 3.65%. For the same period, the S&P 500(R) Index, a broad-based equity index, returned 5.22%, the Lehman Brothers Aggregate Bond Index, a broad-based fixed income index, returned 1.57%; and the Wealth Preserver PHOLIO Composite Index (60% Lehman Brothers Aggregate Index and 40% S&P 500(R) Index), the PHOLIO's style-specific benchmark, returned 3.07%. All performance figures assume reinvestment of distributions and exclude the effect of sales charges. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS AND CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE SHOWN ABOVE. Q: HOW DID THE MARKETS PERFORM DURING THE FUND'S FISCAL YEAR? A: During the Fund's fiscal year, the Federal Reserve (the "Fed") continued its measured process of increasing short-term interest rates. The Fed has raised rates a total of 17 times since beginning monetary tightening over two years ago, increasing the federal funds rate from 1% to 5.25%. The Fed continues to apply vigilance in dampening any potential inflationary pressures that may be building in the economy. Leadership at the Fed changed early in 2006, with long time chairman Alan Greenspan entering retirement and Ben Bernanke assuming the lead role. Market participants continue to evaluate Bernanke's skill and credibility in managing the Fed. Several of his comments caused market volatility during the spring. In the meantime, corporate profits in the U.S. continue to climb, and economic growth continues to be solid. After some weakening in the fourth quarter of 2005 caused primarily by the impact of hurricanes, the U.S. economy came roaring back in the first quarter of 2006, posting GDP growth of 5.6%. That growth moderated in the second quarter of 2006, falling to 2.5%. Most economists estimate that growth will continue at a moderate pace for the remainder of 2006. In a period of rising short-term interest rates, slowing growth and high energy prices, U.S. equities produced modest gains during the Fund's fiscal year. Large-cap stocks, as represented by the S&P 500(R) Index, had a total return of 5.38%. Small-cap stocks fared slightly worse, with the Russell 2000(R) Index returning 4.24%. Value stocks outperformed growth stocks in all capitalization categories. Most of the equity market gains occurred prior to May 2006, when the market experienced a sharp decline fueled by inflation fears. The big winners in the past year were REIT stocks and utility stocks. REIT stocks, as measured by the Dow Jones Wilshire Real Estate Securities Index, advanced over 17%, continuing their multi-year record of dominating U.S. equity returns. Utility stocks rose by almost 9%. On the negative side, the technology-laden NASDAQ Composite(R) Index declined by 3.48%. International markets also provided superior returns as evidenced by the 24.51% return of the MSCI EAFE(R) Index. After substantial gains, emerging equity markets saw a sharp correction in the second quarter but still returned over 28% during the fiscal year. 30 Phoenix Wealth Preserver PHOLIO (continued) Given increasing interest rates and low credit spreads, the U.S. bond market barely broke even, posting a return of 1.45% as measured by the Lehman Brothers Aggregate Bond Index. The above-mentioned actions of the Fed helped to drive all interest rates higher and create a nearly flat Treasury yield curve. As of July 31, three-month maturity U.S. Treasury bills actually yielded more than 10-year maturity Treasury notes. Higher yields negatively impacted all bond returns, although riskier high yield bonds posted returns of nearly 4% for the year. Finally, the story of the past year was the emergence of commodities as a viable investment alternative. With soaring energy and metal prices and continued demand from emerging economies such as China, commodities proved to be a superior investment with a return of over 16% as measured by the Dow Jones-AIG Commodity Index. Q: WHAT FACTORS AFFECTED THE FUND'S PERFORMANCE DURING ITS FISCAL YEAR? A: The Fund benefited from its exposure to equities, as equity markets generally outperformed fixed income markets over the fiscal year. In particular, the Fund's allocation to international equities provided substantial returns as foreign equity markets soared by over 24%. With a weighting to international equities composed of the Phoenix Foreign Opportunities and Phoenix International Strategies mutual funds, the portfolio benefited from the substantial performance of non-U.S. stocks compared to U.S. markets. The portfolio's allocation to a real estate securities fund also provided superior returns. REIT indices outperformed large cap indices by a wide margin in the past year, and the performance of the Phoenix Real Estate Securities Fund was excellent. Also enhancing returns was an allocation to the Phoenix Total Value Fund, which invests in large cap value stocks. Since large cap value stocks outperformed the S&P 500, the allocation to large cap value contributed to the Fund's performance. All of the portfolio's allocations to fixed income funds benefited performance during the fiscal year. In particular, the Fund's allocation to a high yield securities fund enhanced performance as high yield bonds outperformed the aggregate U.S. bond market. The portfolio's two largest fixed income fund allocations beat their benchmarks. Small positive contributions were made by allocations to a small cap value fund and a global utilities stock fund. The Fund's performance was negatively impacted by its allocation to a market neutral mutual fund. The Phoenix Market Neutral Fund underperformed both its benchmark and the S&P 500. The Phoenix Market Neutral Fund allocation was small in the overall portfolio. Also hurting performance were allocations to two growth mutual funds, one specializing in large cap stocks, and the other specializing in small cap stocks. Since value stocks outperformed their growth counterparts, it was not unexpected to see these growth funds hurt the performance of the portfolio during the last year. Finally, the Fund's allocation to a core large cap growth and income fund produced returns that about equaled the benchmark return. AUGUST 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 DISCUSSED WILL BE REALIZED. 31 Phoenix Wealth Preserver PHOLIO AVERAGE ANNUAL TOTAL RETURNS(1) PERIOD ENDING 7/31/06 INCEPTION INCEPTION TO 7/31/06 DATE ------------ ----------- Class A Shares at NAV(2) 4.37% 8/4/05 Class A Shares at POP(3) (1.63) 8/4/05 Class C Shares at NAV(2) 3.65 8/4/05 Class C Shares with CDSC(4) 2.65 8/4/05 S&P 500(R) Index 5.22 8/4/05 Lehman Brothers Aggregate Bond Index 1.57 8/4/05 Wealth Preserver PHOLIO(SM) Composite Index 3.07 8/4/05 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. GROWTH OF $10,000 PERIOD ENDING 7/31 This Growth of $10,000 chart assumes an initial investment of $10,000 made on 8/4/05 (inception of the Fund) in Class A and Class C shares. The total return for Class A shares reflects the maximum sales charge of 5.75% on the initial investment. The total return for Class C shares includes applicable CDSC charges since inception. Performance assumes dividends and capital gain distributions are reinvested. (GRAPHIC OMITTED) EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC Phoenix Phoenix Wealth Preserver Wealth Preserver Lehman Brothers Wealth Preserver PHOLIO(SM) PHOLIO(SM) S&P 500(R) Aggregate Bond PHOLIO(SM) Class A Class C Index Index Composite Index ---------------- ---------------- ---------- --------------- ---------------- 8/4/05 $9,425 $10,000 $10,000 $10,000 $10,000 7/31/06 9,837 10,265 10,522 10,157 10,307 For information regarding the indexes, see the glossary on page 3. 32 Phoenix Wealth Preserver PHOLIO 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 Wealth Preserver PHOLIO, 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 could have been higher. These 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. Wealth Beginning Ending Expenses Paid Preserver PHOLIO Account Value Account Value During Class A January 31, 2006 July 31, 2006 Period* - --------------------- ------------------- --------------- -------------- Actual $1,000.00 $1,003.80 $0.05 Hypothetical (5% return before expenses) 1,000.00 1,024.75 0.05 *EXPENSES ARE EQUAL TO THE FUND'S CLASS A ANNUALIZED EXPENSE RATIO OF 0.01%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) 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 PERIOD ENDED JULY 31, 2006. THE CLASS' ACTUAL RETURN AT NAV SINCE INCEPTION WAS 4.37%. AN INVESTMENT OF $1,000.00 AT AUGUST 4, 2005 WOULD HAVE YIELDED AN ACCOUNT VALUE AT JULY 31, 2006, OF $1,043.70. THE ANNUALIZED EXPENSE RATIOS NOTED ABOVE DO NOT REFLECT FEES AND EXPENSES ASSOCIATED WITH THE UNDERLYING FUNDS. IF SUCH FEES AND EXPENSES HAD BEEN INCLUDED, THE EXPENSES WOULD HAVE BEEN HIGHER. Wealth Beginning Ending Expenses Paid Preserver PHOLIO Account Value Account Value During Class C January 31, 2006 July 31, 2006 Period* - --------------------- ------------------- --------------- -------------- Actual $1,000.00 $1,000.90 $3.77 Hypothetical (5% return before expenses) 1,000.00 1,020.98 3.82 *EXPENSES ARE EQUAL TO THE FUND'S CLASS C ANNUALIZED EXPENSE RATIO OF 0.76%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) 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 PERIOD ENDED JULY 31, 2006. THE CLASS' ACTUAL RETURN AT NAV SINCE INCEPTION WAS 3.65%. AN INVESTMENT OF $1,000.00 AT AUGUST 4, 2005 WOULD HAVE YIELDED AN ACCOUNT VALUE AT JULY 31, 2006, OF $1,036.50 THE ANNUALIZED EXPENSE RATIOS NOTED ABOVE DO NOT REFLECT FEES AND EXPENSES ASSOCIATED WITH THE UNDERLYING FUNDS. IF SUCH FEES AND EXPENSES HAD BEEN INCLUDED, THE EXPENSES WOULD HAVE BEEN HIGHER. YOU CAN FIND MORE INFORMATION ABOUT THE FUND'S EXPENSES IN THE FINANCIAL STATEMENTS SECTION THAT FOLLOWS. FOR ADDITIONAL INFORMATION ON OPERATING EXPENSES AND OTHER SHAREHOLDER COSTS REFER TO THE PROSPECTUS. 33 Phoenix Wealth Preserver PHOLIO Fund Investment Allocation 7/31/06 As a percentage of total investments (GRAPHIC OMITTED) EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC Domestic Fixed Income Funds 61% Domestic Equity Funds 30 Foreign Equity Funds 9 SCHEDULE OF INVESTMENTS JULY 31, 2006 SHARES VALUE ------------ ---------- MUTUAL FUNDS--99.4% DOMESTIC EQUITY FUNDS(c)--29.9% Phoenix Fundamental Growth Fund Class A(b) .... 10,351 $ 104,854 Phoenix Growth & Income Fund Class A. ......... 6,234 96,822 Phoenix Market Neutral Fund Class A(b) ........ 3,467 39,486 Phoenix Real Estate Securities Fund Class A ... 470 15,335 Phoenix Small-Cap Growth Fund Class A(b) ...... 817 25,092 Phoenix Small-Cap Value Fund Class A. ......... 1,478 27,233 Phoenix Total Value Fund Class A............... 10,377 113,317 ---------- 422,139 ---------- FOREIGN EQUITY FUNDS(c)--8.9% Phoenix Foreign Opportunities Fund Class A .... 1,914 42,538 Phoenix Global Utilities Fund Class A ......... 1,330 14,534 Phoenix International Strategies Fund Class A . 5,424 68,011 ---------- 125,083 ---------- SHARES VALUE ------------ ---------- DOMESTIC FIXED INCOME FUNDS(c)--60.6% Phoenix Bond Fund Class A............ 33,152 $ 334,837 Phoenix High Yield Securities Fund Class A 8,388 82,118 Phoenix Institutional Bond Fund Class Y 11,690 356,302 Phoenix Multi-Sector Short Term Bond Fund Class A 17,388 81,377 ---------- 854,634 ---------- - --------------------------------------------------------------------------- TOTAL MUTUAL FUNDS (IDENTIFIED COST $1,397,176) 1,401,856 - --------------------------------------------------------------------------- TOTAL INVESTMENTS--99.4% (IDENTIFIED COST $1,397,176) 1,401,856(a) Other assets and liabilities, net--0.6% 9,120 ---------- NET ASSETS--100.0% $1,410,976 ========== (a) Federal Income Tax Information: Net unrealized appreciation of investment securities is comprised of gross appreciation of $18,506 and gross depreciation of $17,452 for federal income tax purposes. At July 31, 2006, the aggregate cost of securities for federal income tax purposes was $1,400,802. (b) Non-income producing. (c) Affiliated Fund. See Notes to Financial Statements 34 Phoenix Wealth Preserver PHOLIO STATEMENT OF ASSETS AND LIABILITIES JULY 31, 2006 ASSETS Investment securities at value (Identified cost $1,397,176) $1,401,856 Receivables Investment securities sold 15,420 Dividends 308 Trustee retainer 162 Prepaid expenses 17,047 ---------- Total assets 1,434,793 ---------- LIABILITIES Cash overdraft 5,951 Payables Professional fee 11,503 Transfer agent fee 3,771 Investment advisory fee 1,308 Distribution and service fees 161 Financial agent fee 99 Other accrued expenses 1,024 ---------- Total liabilities 23,817 ---------- NET ASSETS $1,410,976 ========== NET ASSETS CONSIST OF: Capital paid in on shares of beneficial interest $1,402,074 Undistributed net investment income 2,587 Accumulated net realized gain 1,635 Net unrealized appreciation 4,680 ---------- NET ASSETS $1,410,976 ========== CLASS A Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $1,154,716) 113,400 Net asset value per share $10.18 Offering price per share $10.18/(1-5.75%) $10.80 CLASS C Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $256,260) 25,175 Net asset value and offering price per share $10.18 STATEMENT OF OPERATIONS FROM INCEPTION AUGUST 4, 2005 TO JULY 31, 2006 INVESTMENT INCOME Income distributions received from affiliated funds $ 27,565 Interest 450 --------- Total investment income 28,015 --------- EXPENSES Investment advisory fee 825 Distribution and service fees, Class C 1,197 Financial agent fee 62,794 Transfer agent 35,811 Registration 30,708 Trustees 22,872 Professional 16,177 Custodian 6,358 Printing 2,667 Miscellaneous 7,881 --------- Total expenses 187,290 Less expenses reimbursed by investment adviser (184,367) Custodian fees paid indirectly (717) --------- Net expenses 2,206 --------- NET INVESTMENT INCOME (LOSS) 25,809 --------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments from affiliated funds (2,478) Capital gain distributions received from affiliated funds 5,742 Net change in unrealized appreciation (depreciation) on investments from affiliated funds 4,680 --------- NET GAIN (LOSS) ON INVESTMENTS FROM AFFILIATED FUNDS 7,944 --------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 33,753 ========= See Notes to Financial Statements 35 Phoenix Wealth Preserver PHOLIO STATEMENT OF CHANGES IN NET ASSETS From Inception August 4, 2005 to July 31, 2006 ------------------ FROM OPERATIONS Net investment income (loss) $ 25,809 Net realized gain (loss) 3,264 Net change in unrealized appreciation (depreciation) 4,680 ---------- INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 33,753 ---------- FROM DISTRIBUTIONS TO SHAREHOLDERS Net investment income, Class A (21,705) Net investment income, Class C (3,146) ---------- DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (24,851) ---------- FROM SHARE TRANSACTIONS CLASS A Proceeds from sales of shares (115,220 shares) 1,166,457 Net asset value of shares issued from reinvestment of distributions (2,156 shares) 21,622 Cost of shares repurchased (3,976 shares) (40,847) ---------- Total 1,147,232 ---------- CLASS C Proceeds from sales of shares (25,024 shares) 253,364 Net asset value of shares issued from reinvestment of distributions (304 shares) 3,050 Cost of shares repurchased (153 shares) (1,572) ---------- Total 254,842 ---------- INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS 1,402,074 ---------- NET INCREASE (DECREASE) IN NET ASSETS 1,410,976 NET ASSETSS Beginning of period -- ---------- END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $2,587) $1,410,976 ========== See Notes to Financial Statements 36 Phoenix Wealth Preserver PHOLIO FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD) CLASS A ------------------ FROM INCEPTION AUGUST 4, 2005 TO JULY 31, 2006 ------------------ Net asset value, beginning of period $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss)(3) 0.34 Capital gain distributions received from affiliated funds(3) 0.07 Net realized and unrealized gain (loss) 0.02 ------ TOTAL FROM INVESTMENT OPERATIONS 0.43 ------ LESS DISTRIBUTIONS Dividends from net investment income (0.25) ------ TOTAL DISTRIBUTIONS (0.25) ------ Change in net asset value 0.18 ------ NET ASSET VALUE, END OF PERIOD $10.18 ====== Total return(1) 4.37%(5) RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $1,155 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses(2) 0.12%(4)(6) Gross operating expenses(2) 21.29%(6) Net investment income (loss) 3.35%(6) Portfolio turnover 28%(5) CLASS C ------------------ FROM INCEPTION AUGUST 4, 2005 TO JULY 31, 2006 ------------------ Net asset value, beginning of period $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss)(3) 0.22 Capital gain distributions received from affiliated funds(3) 0.05 Net realized and unrealized gain (loss) 0.09 ------ TOTAL FROM INVESTMENT OPERATIONS 0.36 ------ LESS DISTRIBUTIONS Dividends from net investment income (0.18) ------ TOTAL DISTRIBUTIONS (0.18) ------ Change in net asset value 0.18 ------ NET ASSET VALUE, END OF PERIOD $10.18 ====== Total return(1) 3.65%(5) RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $256 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses(2) 0.89%(4)(6) Gross operating expenses(2) 28.13%(6) Net investment income (loss) 2.19%(6) Portfolio turnover 28%(5) (1) Sales charges are not reflected in the total return calculation. (2) The Fund also will indirectly bear its prorated share of expenses of the underlying funds. Such expenses are not included in the calculation of this ratio. (3) Computed using average shares outstanding. (4) Represents blended net expense ratio. See Note 3 in the Notes to Financial Statements. (5) Not annualized. (6) Annualized. See Notes to Financial Statements 37 PHOENIX CONSERVATIVE INCOME PHOLIO A DISCUSSION WITH THE FUND'S OVERSIGHT MANAGER, CHRISTOPHER WILKOS, CFA Q: HOW DID THE PHOENIX CONSERVATIVE INCOME PHOLIO PERFORM FOR ITS FISCAL YEAR ENDED JULY 31, 2006? A: As the PHOLIO's inception date was August 4, 2005, it did not achieve a full year of performance as of July 31, 2006. However, for the period of August 4, 2005 through July 31, 2006, the PHOLIO's Class A shares returned 2.98% and Class C shares returned 2.24%. For the same period, the S&P 500(R) Index, a broad-based equity index, returned 5.22%; the Lehman Brothers Aggregate Bond Index, a broad-based fixed income index, returned 1.57%; and the Conservative Income PHOLIO Composite Index (80% Lehman Brothers Aggregate Bond Index and 20% S&P 500(R) Index), the PHOLIO's style-specific benchmark, returned 2.32%. All performance figures assume reinvestment of distributions and exclude the effect of sales charges. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS AND CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE SHOWN ABOVE. Q: HOW DID THE MARKETS PERFORM DURING THE FUND'S FISCAL YEAR? A: During the Fund's fiscal year, the Federal Reserve (the "Fed") continued its measured process of increasing short-term interest rates. The Fed has raised rates a total of 17 times since beginning monetary tightening over two years ago, increasing the federal funds rate from 1% to 5.25%. The Fed continues to apply vigilance in dampening any potential inflationary pressures that may be building in the economy. Leadership at the Fed changed early in 2006, with long time chairman Alan Greenspan entering retirement and Ben Bernanke assuming the lead role. Market participants continue to evaluate Bernanke's skill and credibility in managing the Fed. Several of his comments caused market volatility during the spring. In the meantime, corporate profits in the U.S. continue to climb, and economic growth continues to be solid. After some weakening in the fourth quarter of 2005 caused primarily by the impact of hurricanes, the U.S. economy came roaring back in the first quarter of 2006, posting GDP growth of 5.6%. That growth moderated in the second quarter of 2006, falling to 2.5%. Most economists estimate that growth will continue at a moderate pace for the remainder of 2006. In a period of rising short-term interest rates, slowing growth and high energy prices, U.S. equities produced modest gains during the Fund's fiscal year. Large-cap stocks, as represented by the S&P 500(R) Index, had a total return of 5.38%. Small-cap stocks fared slightly worse, with the Russell 2000(R) Index returning 4.24%. Value stocks outperformed growth stocks in all capitalization categories. Most of the equity market gains occurred prior to May 2006, when the market experienced a sharp decline fueled by inflation fears. The big winners in the past year were REIT stocks and utility stocks. REIT stocks, as measured by the Dow Jones Wilshire Real Estate Securities Index, advanced over 17%, continuing their multi-year record of dominating U.S. equity returns. Utility stocks rose by almost 9%. On the negative side, the technology-laden NASDAQ Composite(R) Index declined by 3.48%. International markets also provided superior returns as evidenced by the 24.51% return of the MSCI EAFE(R) Index. After substantial gains, emerging equity markets saw a sharp correction in the second quarter but still returned over 28% during the fiscal year. 38 Phoenix Conservative Income PHOLIO (continued) Given increasing interest rates and low credit spreads, the U.S. bond market barely broke even, posting a return of 1.45% as measured by the Lehman Brothers Aggregate Bond Index. The above-mentioned actions of the Fed helped to drive all interest rates higher and create a nearly flat Treasury yield curve. As of July 31, three-month maturity U.S. Treasury bills actually yielded more than 10-year maturity Treasury notes. Higher yields negatively impacted all bond returns, although riskier high yield bonds posted returns of nearly 4% for the year. Finally, the story of the past year was the emergence of commodities as a viable investment alternative. With soaring energy and metal prices and continued demand from emerging economies such as China, commodities proved to be a superior investment with a return of over 16% as measured by the Dow Jones-AIG Commodity Index. Q: WHAT FACTORS AFFECTED THE FUND'S PERFORMANCE DURING ITS FISCAL YEAR? A: The Fund's performance was largely driven by its majority allocation to fixed income funds. Bond market returns were modest during the Fund's fiscal year, and bond market returns generally were lower than equity market returns. The Fund's core bond fund allocations outperformed their benchmarks modestly, contributing to overall returns. The Fund's high yield bond fund allocation contributed positively as high yield bonds outperformed the general bond market in the past year. Lastly, the Fund's allocation to a multi-sector short-term bond fund beat its benchmark. Even with a small allocation to equities, the Fund's performance benefited from its allocations to three equity funds. In particular, the Fund's allocation to international equities provided substantial returns as foreign equity markets soared by over 24%. Even with a small weighting to international equities, your PHOLIO benefited from the substantial performance of non-U.S. stocks compared to U.S. markets. Your PHOLIO's allocation to a real estate securities fund also provided superior returns. REIT indices outperformed large cap indices by a wide margin in the past year, and the performance of the Phoenix Real Estate Securities Fund was excellent. Also enhancing returns was an allocation to the Phoenix Total Value Fund, which invests in large cap value stocks. Since large cap value stocks outperformed the S&P 500, the allocation to large cap value contributed to the Fund's performance. The Fund's performance was negatively impacted by its allocation to a market neutral mutual fund, which underperformed its benchmark and the S&P 500. The Phoenix Market Neutral Fund allocation was small in the overall portfolio. Also hurting performance was an allocation to a large cap growth mutual fund. Since value stocks outperformed their growth counterparts, it was not unexpected to see this growth fund hurt the performance of your PHOLIO during the last year. AUGUST 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 DISCUSSED WILL BE REALIZED. 39 Phoenix Conservative Income PHOLIO AVERAGE ANNUAL TOTAL RETURNS(1) PERIOD ENDING 7/31/06 INCEPTION INCEPTION TO 7/31/06 DATE ---------- ---------- Class A Shares at NAV(2) 2.98% 8/4/05 Class A Shares at POP(3) (2.94) 8/4/05 Class C Shares at NAV(2) 2.24 8/4/05 Class C Shares with CDSC(4) 1.24 8/4/05 S&P 500(R) Index 5.22 8/4/05 Lehman Brothers Aggregate Bond Index 1.57 8/4/05 Conservative Income PHOLIO(SM) Composite Index 2.32 8/4/05 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. GROWTH OF $10,000 PERIOD ENDING 7/31 This Growth of $10,000 chart assumes an initial investment of $10,000 made on 8/4/05 (inception of the Fund) in Class A and Class C shares. The total return for Class A shares reflects the maximum sales charge of 5.75% on the initial investment. The total return for Class C shares includes applicable CDSC charges since inception. Performance assumes dividends and capital gain distributions are reinvested. (GRAPHIC OMITTED) EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC Phoenix Phoenix Lehman Conservative Conservative Brothers Conservative Income Income Aggregate Income PHOLIO(SM) PHOLIO(SM) S&P 500(R) Bond PHOLIO(SM) Class A Class C Index Index Composite Index ------------ ------------- ---------- ---------- --------------- 8/4/05 $9,425 $10,000 $10,000 $10,000 $10,000 7/31/06 9,706 10,124 10,522 10,157 10,232 For information regarding the indexes, see the glossary on page 3. See Notes to Financial Statements 40 Phoenix Conservative Income PHOLIO 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 Conservative Income PHOLIO, 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 could have been higher. These 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. Conservative Beginning Ending Expenses Paid Income PHOLIO Account Value Account Value During Class A January 31, 2006 July 31, 2006 Period* --------------- ------------------ --------------- --------------- Actual $1,000.00 $1,009.00 $0.01 Hypothetical (5% return before expenses) 1,000.00 1,024.79 0.01 *EXPENSES ARE EQUAL TO THE FUND'S CLASS A ANNUALIZED EXPENSE RATIO OF 0.00%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) 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 PERIOD ENDED JULY 31, 2006. THE CLASS' ACTUAL RETURN AT NAV SINCE INCEPTION WAS 2.98%. AN INVESTMENT OF $1,000.00 AT AUGUST 4, 2005 WOULD HAVE YIELDED AN ACCOUNT VALUE AT JULY 31, 2006, OF $1,029.80. Conservative Beginning Ending Expenses Paid Income PHOLIO Account Value Account Value During Class C January 31, 2006 July 31, 2006 Period* - -------------------------------------------------------------------------------- Actual $1,000.00 $1,005.80 $3.78 Hypothetical (5% return before expenses) 1,000.00 1,020.98 3.82 *EXPENSES ARE EQUAL TO THE FUND'S CLASS C ANNUALIZED EXPENSE RATIO OF 0.76%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) 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 PERIOD ENDED JULY 31, 2006. THE CLASS' ACTUAL RETURN AT NAV SINCE INCEPTION WAS 2.24%. AN INVESTMENT OF $1,000.00 AT AUGUST 4, 2005 WOULD HAVE YIELDED AN ACCOUNT VALUE AT JULY 31, 2006, OF $1,022.40. THE ANNUALIZED EXPENSE RATIOS NOTED ABOVE DO NOT REFLECT FEES AND EXPENSES ASSOCIATED WITH THE UNDERLYING FUNDS. IF SUCH FEES AND EXPENSES HAD BEEN INCLUDED, THE EXPENSES WOULD HAVE BEEN HIGHER. YOU CAN FIND MORE INFORMATION ABOUT THE FUND'S EXPENSES IN THE FINANCIAL STATEMENTS SECTION THAT FOLLOWS. FOR ADDITIONAL INFORMATION ON OPERATING EXPENSES AND OTHER SHAREHOLDER COSTS REFER TO THE PROSPECTUS. 41 Phoenix Conservative Income PHOLIO Fund Investment Allocation 7/31/06 As a percentage of total investments (GRAPHIC OMITTED) EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC Domestic Fixed Income Funds 80% Domestic Equity Funds 15 Foreign Equity Funds 5 SCHEDULE OF INVESTMENTS JULY 31, 2006 SHARES VALUE -------- --------- MUTUAL FUNDS--84.8% DOMESTIC EQUITY FUNDS(c)--12.7% Phoenix Fundamental Growth Fund Class A(b) .......... 3,076 $ 31,160 Phoenix Growth & Income Fund Class A ................ 1,577 24,499 Phoenix Market Neutral Fund Class A(b) .............. 2,071 23,583 Phoenix Real Estate Securities Fund Class A ......... 273 8,920 Phoenix Total Value Fund Class A..................... 3,032 33,113 -------- 121,275 -------- FOREIGN EQUITY FUNDS(c)--4.3% Phoenix Global Utilities Fund Class A ............... 779 8,510 Phoenix International Strategies Fund Class A ....... 2,556 32,052 -------- 40,562 -------- SHARES VALUE -------- --------- DOMESTIC FIXED INCOME FUNDS(c)--67.8% Phoenix Bond Fund Class A ........................... 25,482 $ 257,367 Phoenix High Yield Securities Fund Class A .......... 6,602 64,631 Phoenix Institutional Bond Fund Class Y ............. 8,501 259,097 Phoenix Multi-Sector Short Term Bond Fund Class A ..................................... 13,697 64,102 -------- 645,197 -------- - ------------------------------------------------------------------------------- TOTAL MUTUAL FUNDS (IDENTIFIED COST $805,359) 807,034 - ------------------------------------------------------------------------------- TOTAL INVESTMENTS--84.8% (IDENTIFIED COST $805,359) 807,034(a) Other assets and liabilities, net--15.2% 145,117 -------- NET ASSETS--100.0% $952,151 ======== (a) Federal Income Tax Information: Net unrealized depreciation of investment securities is comprised of gross appreciation of $5,462 and gross depreciation of $10,726 for federal income tax purposes. At July 31, 2006, the aggregate cost of securities for federal income tax purposes was $812,298. (b) Non-income producing. (c) Affiliated Fund. See Notes to Financial Statements 42 Phoenix Conservative Income PHOLIO STATEMENT OF ASSETS AND LIABILITIES JULY 31, 2006 ASSETS Investment securities at value (Identified cost $805,359) $ 807,034 Cash 78,810 Receivables Fund shares sold 131,488 Dividends 246 Trustee retainer 158 Prepaid expenses 17,002 ---------- Total assets 1,034,738 ---------- LIABILITIES Payables Investment securities purchased 66,310 Professional fee 11,502 Transfer agent fee 3,699 Distribution and service fees 152 Investment advisory fee 116 Financial agent fee 51 Other accrued expenses 757 ---------- Total liabilities 82,587 ---------- NET ASSETS $ 952,151 ========== NET ASSETS CONSIST OF: Capital paid in on shares of beneficial interest $ 953,987 Undistributed net investment income 1,899 Accumulated net realized loss (5,410) Net unrealized appreciation 1,675 ---------- NET ASSETS $ 952,151 ========== CLASS A Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $617,932) 61,974 Net asset value per share $ 9.97 Offering price per share $9.97/(1-5.75%) $10.58 CLASS C Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $334,219) 33,544 Net asset value and offering price per share $ 9.96 STATEMENT OF OPERATIONS FROM INCEPTION AUGUST 4, 2005 TO JULY 31, 2006 INVESTMENT INCOME Income distributions received from affiliated funds $ 16,793 Interest 724 --------- Total investment income 17,517 --------- EXPENSES Investment advisory fee 406 Distribution and service fees, Class C 1,060 Financial agent fee 62,730 Transfer agent 35,443 Registration 30,668 Trustees 22,853 Professional 16,175 Custodian 5,348 Printing 2,247 Miscellaneous 7,863 --------- Total expenses 184,793 Less expenses reimbursed by investment adviser (182,888) Custodian fees paid indirectly (364) --------- Net expenses 1,541 --------- NET INVESTMENT INCOME (LOSS) 15,976 --------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments from affiliated funds (5,984) Capital gain distributions received from affiliated funds 1,270 Net change in unrealized appreciation (depreciation) on investments from affiliated funds 1,675 --------- NET GAIN (LOSS) ON INVESTMENTS FROM AFFILIATED FUNDS (3,039) --------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 12,937 ========= See Notes to Financial Statements 43 Phoenix Conservative Income PHOLIO STATEMENT OF CHANGES IN NET ASSETS From Inception August 4, 2005 to July 31, 2006 ------------------- FROM OPERATIONS Net investment income (loss) $ 15,976 Net realized gain (loss) (4,714) Net change in unrealized appreciation (depreciation) 1,675 --------- INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 12,937 --------- FROM DISTRIBUTIONS TO SHAREHOLDERS Net investment income, Class A (10,076) Net investment income, Class C (4,697) --------- DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (14,773) --------- FROM SHARE TRANSACTIONS CLASS A Proceeds from sales of shares (104,984 shares) 1,053,364 Net asset value of shares issued from reinvestment of distributions (939 shares) 9,222 Cost of shares repurchased (43,949 shares) (442,773) --------- Total 619,813 --------- CLASS C Proceeds from sales of shares (33,692 shares) 335,644 Net asset value of shares issued from reinvestment of distributions (369 shares) 3,645 Cost of shares repurchased (517 shares) (5,115) --------- Total 334,174 --------- INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS 953,987 --------- NET INCREASE (DECREASE) IN NET ASSETS 952,151 --------- NET ASSETS Beginning of period -- --------- END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $1,899) $ 952,151 ========= See Notes to Financial Statements 44 Phoenix Conservative Income PHOLIO FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD) CLASS A -------------------- FROM INCEPTION AUGUST 4, 2005 TO JULY 31, 2006 -------------------- Net asset value, beginning of period $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss)(3) 0.42 Capital gain distributions received from affiliated funds(3) 0.02 Net realized and unrealized gain (loss) (0.15) ------ TOTAL FROM INVESTMENT OPERATIONS 0.29 ------ LESS DISTRIBUTIONS Dividends from net investment income (0.32) ------ TOTAL DISTRIBUTIONS (0.32) ------ Change in net asset value (0.03) ------ NET ASSET VALUE, END OF PERIOD $ 9.97 ====== Total return(1) 2.98%(5) RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $618 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses(2) 0.09%(4)(6) Gross operating expenses(2) 39.40%(6) Net investment income (loss) 4.25%(6) Portfolio turnover 169%(5) CLASS C --------------------- FROM INCEPTION AUGUST 4, 2005 TO JULY 31, 2006 --------------------- Net asset value, beginning of period $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss)(3) 0.33 Capital gain distributions received from affiliated funds(3) 0.04 Net realized and unrealized gain (loss) (0.15) ------ TOTAL FROM INVESTMENT OPERATIONS 0.22 ------ LESS DISTRIBUTIONS Dividends from net investment income (0.26) ------ TOTAL DISTRIBUTIONS (0.26) ------ Change in net asset value (0.04) ------ NET ASSET VALUE, END OF PERIOD $ 9.96 ------ Total return(1) 2.24%(5) RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $334 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses(2) 0.92%(4)(6) Gross operating expenses(2) 56.70%(6) Net investment income (loss) 3.34%(6) Portfolio turnover 169%(5) (1) Sales charges are not reflected in the total return calculation. (2) The Fund also will indirectly bear its prorated share of expenses of the underlying funds. Such expenses are not included in the calculation of this ratio. (3) Computed using average shares outstanding. (4) Represents blended net expense ratio. See Note 3 in the Notes to Financial Statements. (5) Not annualized. (6) Annualized. See Notes to Financial Statements 45 PHOENIX DIVERSIFIER PHOLIO A DISCUSSION WITH THE FUND'S OVERSIGHT MANAGER, CHRISTOPHER WILKOS, CFA Q: HOW DID THE PHOENIX DIVERSIFIER PHOLIO PERFORM FOR ITS FISCAL YEAR ENDED JULY 31, 2006? A: As the PHOLIO's inception date was November 30, 2005, it did not achieve a full year of performance as of July 31, 2006. However, for the period of November 30, 2005 through July 31, 2006, the PHOLIO's Class A shares returned 6.72% and Class C shares returned 6.16%. For the same period, the S&P 500(R) Index, a broad-based equity index, returned 3.36%. All performance figures assume reinvestment of distributions and exclude the effect of sales charges. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS AND CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE SHOWN ABOVE. Q: HOW DID THE MARKETS PERFORM DURING THE FUND'S FISCAL YEAR? A: During the Fund's fiscal year, the Federal Reserve (the "Fed") continued its measured process of increasing short-term interest rates. The Fed has raised rates a total of 17 times since beginning monetary tightening over two years ago, increasing the federal funds rate from 1% to 5.25%. The Fed continues to apply vigilance in dampening any potential inflationary pressures that may be building in the economy. Leadership at the Fed changed early in 2006, with long time chairman Alan Greenspan entering retirement and Ben Bernanke assuming the lead role. Market participants continue to evaluate Bernanke's skill and credibility in managing the Fed. Several of his comments caused market volatility during the spring. In the meantime, corporate profits in the U.S. continue to climb, and economic growth continues to be solid. After some weakening in the fourth quarter of 2005 caused primarily by the impact of hurricanes, the U.S. economy came roaring back in the first quarter of 2006, posting GDP growth of 5.6%. That growth moderated in the second quarter of 2006, falling to 2.5%. Most economists estimate that growth will continue at a moderate pace for the remainder of 2006. In a period of rising short-term interest rates, slowing growth and high energy prices, U.S. equities produced modest gains during the Fund's fiscal year. Large-cap stocks, as represented by the S&P 500(R) Index, had a total return of 5.38%. Small-cap stocks fared slightly worse, with the Russell 2000(R) Index returning 4.24%. Value stocks outperformed growth stocks in all capitalization categories. Most of the equity market gains occurred prior to May 2006, when the market experienced a sharp decline fueled by inflation fears. The big winners in the past year were REIT stocks and utility stocks. REIT stocks, as measured by the Dow Jones Wilshire Real Estate Securities Index, advanced over 17%, continuing their multi-year record of dominating U.S. equity returns. Utility stocks rose by almost 9%. On the negative side, the technology-laden NASDAQ Composite(R) Index declined by 3.48%. International markets also provided superior returns as evidenced by the 24.51% return of the MSCI EAFE(R) Index. After substantial gains, emerging equity markets saw a sharp correction in the second quarter but still returned over 28% during the fiscal year. Given increasing interest rates and low credit spreads, the U.S. bond market barely broke even, 46 Phoenix Diversifier PHOLIO (continued) posting a return of 1.45% as measured by the Lehman Brothers Aggregate Bond Index. The above-mentioned actions of the Fed helped to drive all interest rates higher and create a nearly flat Treasury yield curve. As of July 31, three-month maturity U.S. Treasury bills actually yielded more than 10-year maturity Treasury notes. Higher yields negatively impacted all bond returns, although riskier high yield bonds posted returns of nearly 4% for the year. Finally, the story of the past year was the emergence of commodities as a viable investment alternative. With soaring energy and metal prices and continued demand from emerging economies such as China, commodities proved to be a superior investment with a return of over 16% as measured by the Dow Jones-AIG Commodity Index. Q: WHAT FACTORS AFFECTED THE FUND'S PERFORMANCE DURING ITS FISCAL YEAR? A: Your Fund was launched on November 30, 2005. The Fund has allocations to mutual funds and exchange traded funds that invest in different alternative investment markets. During the fiscal year, the Fund's performance benefited from the superior return performance of these alternative markets compared to the Fund's benchmark of the S&P 500 Index. The leading contributor to returns was an allocation to the Phoenix Real Estate Securities Fund, which invests in REITs, one of the top performing sectors of the equity market over the past year. This fund, and the REIT market, have had several years of very strong performance relative to the U.S. equity market. With a significant allocation to the REIT fund, your Fund's performance was significantly boosted. The Fund also benefited from an allocation to a mutual fund that invests in global utility stocks. Utility stocks and foreign stocks significantly outperformed the U.S. equity market and this Fund's performance reflected that outperformance. Your Fund's returns were enhanced by a significant allocation to The Phoenix Global Utilities Fund. The Fund's performance was negatively impacted by its allocation to a market neutral mutual fund. The Phoenix Market Neutral Fund underperformed both its benchmark and the S&P 500. The Phoenix Market Neutral Fund is a type of hedge fund that seeks to generate returns by owning superior stocks, and "shorting" or short selling stocks that are expected to underperform the market. In addition to investing in the above noted mutual funds, the Diversifier PHOLIO added the Deutsche Bank Commodity Tracking Index ETF and the Goldman Sachs Natural Resources Index Fund on July 1 for enhanced diversification. AUGUST 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 DISCUSSED WILL BE REALIZED. 47 Phoenix Diversifier PHOLIO AVERAGE ANNUAL TOTAL RETURNS(1) PERIOD ENDING 7/31/06 INCEPTION INCEPTION TO 7/31/06 DATE ------------ ----------- Class A Shares at NAV(2) 6.72% 11/30/05 Class A Shares at POP(3) 0.59 11/30/05 Class C Shares at NAV(2) 6.16 11/30/05 Class C Shares with CDSC(4) 5.16 11/30/05 S&P 500(R) Index 3.36 11/30/05 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. GROWTH OF $10,000 PERIOD ENDING 7/31 This Growth of $10,000 chart assumes an initial investment of $10,000 made on 11/30/05 (inception of the Fund) in Class A and Class C shares. The total return for Class A shares reflects the maximum sales charge of 5.75% on the initial investment. The total return for Class C shares includes applicable CDSC charges since inception. Performance assumes dividends and capital gain distributions are reinvested. (GRAPHIC OMITTED) EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC Phoenix Phoenix Diversifier Diversifier PHOLIO(SM) PHOLIO(SM) S&P 500(R) Class A Class C Index ----------- ----------- ---------- 11/30/05 $ 9,425 $10,000 $10,000 7/31/06 10,059 10,516 10,336 For information regarding the index, see the glossary on page 3. 48 Phoenix Diversifier PHOLIO 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 Diversifier PHOLIO, 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 could have been higher. These 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. Diversifier Beginning Ending Expenses Paid PHOLIO Account Value Account Value During Class A January 31, 2006 July 31, 2006 Period* - ------------------------------------------------------------------------------- Actual $1,000.00 $1,045.20 $1.01 Hypothetical (5% return before expenses) 1,000.00 1,023.80 1.00 *EXPENSES ARE EQUAL TO THE FUND'S CLASS A ANNUALIZED EXPENSE RATIO OF 0.20%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) 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 PERIOD ENDED JULY 31, 2006. THE CLASS' ACTUAL RETURN AT NAV SINCE INCEPTION WAS 6.72%. AN INVESTMENT OF $1,000.00 AT NOVEMBER 30, 2005 WOULD HAVE YIELDED AN ACCOUNT VALUE AT JULY 31, 2006, OF $1,067.20. Diversifier Beginning Ending Expenses Paid PHOLIO Account Value Account Value During Class C January 31, 2006 July 31, 2006 Period* - ---------------- ------------------ --------------- --------------- Actual $1,000.00 $1,041.30 $4.81 Hypothetical (5% return before expenses) 1,000.00 1,020.03 4.77 *EXPENSES ARE EQUAL TO THE FUND'S CLASS C ANNUALIZED EXPENSE RATIO OF 0.95%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) 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 PERIOD ENDED JULY 31, 2006. THE CLASS' ACTUAL RETURN AT NAV SINCE INCEPTION WAS 6.16%. AN INVESTMENT OF $1,000.00 AT NOVEMBER 30, 2005 WOULD HAVE YIELDED AN ACCOUNT VALUE AT JULY 31, 2006, OF $1,061.60. THE ANNUALIZED EXPENSE RATIOS NOTED ABOVE DO NOT REFLECT FEES AND EXPENSES ASSOCIATED WITH THE UNDERLYING FUNDS. IF SUCH FEES AND EXPENSES HAD BEEN INCLUDED, THE EXPENSES WOULD HAVE BEEN HIGHER. YOU CAN FIND MORE INFORMATION ABOUT THE FUND'S EXPENSES IN THE FINANCIAL STATEMENTS SECTION THAT FOLLOWS. FOR ADDITIONAL INFORMATION ON OPERATING EXPENSES AND OTHER SHAREHOLDER COSTS REFER TO THE PROSPECTUS. 49 Phoenix Diversifier PHOLIO Fund Investment Allocation 7/31/06 As a percentage of total investments (GRAPHIC OMITTED) EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC Domestic Equity Funds 47% Foreign Equity Funds 24 Exchange Traded Funds 23 Other 6 SCHEDULE OF INVESTMENTS JULY 31, 2006 SHARES VALUE -------- -------- MUTUAL FUNDS--69.9% DOMESTIC EQUITY FUNDS(c)--46.4% Phoenix Market Neutral Fund Class A(b) ............... 36,506 $ 415,802 Phoenix Real Estate Securities Fund Class A .......... 13,023 425,199 --------- 841,001 --------- FOREIGN EQUITY FUND(c)--23.5% Phoenix Global Utilities Fund Class A ................ 39,008 426,355 - ----------------------------------------------------------------------------- TOTAL MUTUAL FUNDS (IDENTIFIED COST $1,232,035) 1,267,356 - ----------------------------------------------------------------------------- EXCHANGE TRADED FUNDS--23.2% iShares Deutsche Bank Liquid Commodity Index Fund(b) 9,820 253,957 iShares Goldman Sachs Natural Resources Index Fund ... 1,630 165,779 - ----------------------------------------------------------------------------- TOTAL EXCHANGE TRADED FUNDS (IDENTIFIED COST $405,892) 419,736 - ----------------------------------------------------------------------------- TOTAL LONG TERM INVESTMENTS--93.1% (IDENTIFIED COST $1,637,927) 1,687,092 - ----------------------------------------------------------------------------- PAR VALUE (000) VALUE --------- --------- SHORT-TERM INVESTMENTS--6.6% COMMERCIAL PAPER(d)--6.6% UBS Finance Delaware LLC 5.28%, 8/1/06 ............... $120 $ 120,000 - ----------------------------------------------------------------------------- TOTAL SHORT-TERM INVESTMENTS (IDENTIFIED COST $120,000) 120,000 - ----------------------------------------------------------------------------- TOTAL INVESTMENTS--99.7% (IDENTIFIED COST $1,757,927) 1,807,092(a) Other assets and liabilities, net--0.3% 5,585 ---------- NET ASSETS--100.0% $1,812,677 ========== (a) Federal Income Tax Information: Net unrealized appreciation of investment securities is comprised of gross appreciation of $44,090 and gross depreciation of $0 for federal income tax purposes. At July 31, 2006, the aggregate cost of securities for federal income tax purposes was $1,763,002. (b) Non-income producing. (c) Affiliated Fund. (d) The rate shown is the discount rate. See Notes to Financial Statements 50 Phoenix Diversifier PHOLIO STATEMENT OF ASSETS AND LIABILITIES JULY 31, 2006 ASSETS Investment securities at value (Identified cost $1,757,927) $1,807,092 Cash 22,510 Receivables Fund shares sold 292,964 Receivable from adviser 11,340 Trustee retainer 160 Prepaid expenses 16,367 ---------- Total assets 2,150,433 ---------- LIABILITIES Payables Investment securities purchased 321,387 Fund shares repurchased 250 Transfer agent fee 3,531 Distribution and service fees 187 Financial agent fee 85 Other accrued expenses 12,316 ---------- Total liabilities 337,756 ---------- NET ASSETS $1,812,677 ========== NET ASSETS CONSIST OF: Capital paid in on shares of beneficial interest $1,764,801 Undistributed net investment income 2,049 Accumulated net realized loss (3,338) Net unrealized appreciation 49,165 ---------- NET ASSETS $1,812,677 ========== CLASS A Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $1,231,293) 115,859 Net asset value per share $10.63 Offering price per share $10.63/(1-5.75%) $11.28 CLASS C Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $581,384) 54,950 NET ASSET VALUE AND OFFERING PRICE PER SHARE $10.58 STATEMENT OF OPERATIONS FROM INCEPTION NOVEMBER 30, 2005 TO JULY 31, 2006 INVESTMENT INCOME Income distributions received from affiliated funds $ 3,770 Interest 414 --------- Total investment income 4,184 --------- EXPENSES Investment advisory fee 317 Distribution and service fees, Class C 783 Financial agent fee 37,781 Transfer agent 22,292 Registration 19,862 Professional 14,899 Trustees 13,118 Printing 1,787 Custodian 1,265 Miscellaneous 4,527 --------- Total expenses 116,631 Less expenses reimbursed by investment adviser (114,586) Custodian fees paid indirectly (628) --------- Net expenses 1,417 --------- NET INVESTMENT INCOME (LOSS) 2,767 --------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments from affiliated funds (4,418) Capital gain distributions received from affiliated funds 1,110 Net change in unrealized appreciation (depreciation) on investments from affiliated funds 49,165 --------- NET GAIN (LOSS) ON INVESTMENTS FROM AFFILIATED FUNDS 45,857 --------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 48,624 ========= See Notes to Financial Statements 51 Phoenix Diversifier PHOLIO STATEMENT OF CHANGES IN NET ASSETS From Inception November 30, 2005 to July 31, 2006 ---------------------- FROM OPERATIONS Net investment income (loss) $ 2,767 Net realized gain (loss) (3,308) Net change in unrealized appreciation (depreciation) 49,165 ---------- INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 48,624 ---------- FROM DISTRIBUTIONS TO SHAREHOLDERS Net investment income, Class A (408) Net investment income, Class C (340) ---------- DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (748) ---------- FROM SHARE TRANSACTIONS CLASS A Proceeds from sales of shares (117,420 shares) 1,212,084 Net asset value of shares issued from reinvestment of distributions (41 shares) 408 Cost of shares repurchased (1,602 shares) (16,455) ---------- Total 1,196,037 ---------- CLASS C Proceeds from sales of shares (54,916 shares) 568,424 Net asset value of shares issued from reinvestment of distributions (34 shares) 340 Cost of shares repurchased (0 shares) -- ---------- Total 568,764 ---------- INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS 1,764,801 ---------- NET INCREASE (DECREASE) IN NET ASSETS 1,812,677 NET ASSETS Beginning of period -- ---------- END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $2,049) $1,812,677 ========== See Notes to Financial Statements 52 Phoenix Diversifier PHOLIO FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD) CLASS A --------------------- FROM INCEPTION NOVEMBER 30, 2005 TO JULY 31, 2006 --------------------- Net asset value, beginning of period $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss)(3) 0.08 Capital gain distributions received from affiliated funds(3) 0.02 Net realized and unrealized gain (loss) 0.57 ------ TOTAL FROM INVESTMENT OPERATIONS 0.67 ------ LESS DISTRIBUTIONS Dividends from net investment income (0.04) ------ TOTAL DISTRIBUTIONS (0.04) ------ Change in net asset value 0.63 ------ NET ASSET VALUE, END OF PERIOD $10.63 ====== Total return(1) 6.72%(4) RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $1,231 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses(2) 0.20%(5) Gross operating expenses(2) 31.52%(5) Net investment income (loss) 1.11%(5) Portfolio turnover 81%(4) CLASS C --------------------- FROM INCEPTION NOVEMBER 30, 2005 TO JULY 31, 2006 --------------------- Net asset value, beginning of period $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss)(3) 0.03 Capital gain distributions received from affiliated funds(3) 0.04 Net realized and unrealized gain (loss) 0.54 ------ TOTAL FROM INVESTMENT OPERATIONS 0.61 ------ LESS DISTRIBUTIONS Dividends from net investment income (0.03) ------ TOTAL DISTRIBUTIONS (0.03) ------ Change in net asset value 0.58 ------ NET ASSET VALUE, END OF PERIOD $10.58 ====== Total return(1) 6.16%(4) RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $581 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses(2) 0.95%(5) Gross operating expenses(2) 46.88%(5) Net investment income (loss) 0.38%(5) Portfolio turnover 81%(4) (1) Sales charges are not reflected in the total return calculation. (2) The Fund also will indirectly bear its prorated share of expenses of the underlying funds. Such expenses are not included in the calculation of this ratio. (3) Computed using average shares outstanding. (4) Not annualized. (5) Annualized. See Notes to Financial Statements 53 PHOENIX INTERNATIONAL PHOLIO A DISCUSSION WITH THE FUND'S OVERSIGHT MANAGER, CHRISTOPHER WILKOS, CFA Q: HOW DID THE PHOENIX INTERNATIONAL PHOLIO PERFORM FOR ITS FISCAL YEAR ENDED JULY 31, 2006? A: As the PHOLIO's inception date was November 30, 2005, it did not achieve a full year of performance as of July 31, 2006. However, for the period of November 30, 2005 through July 31, 2006, the PHOLIO's Class A shares returned 11.63% and Class C shares returned 11.16%. For the same period, the S&P 500(R) Index, a broad-based equity index, returned 3.36% and MSCI EAFE(R), the PHOLIO's style-specific benchmark, returned 16.81%. All performance figures assume reinvestment of distributions and exclude the effect of sales charges. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS AND CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE SHOWN ABOVE. Q: HOW DID THE MARKETS PERFORM DURING THE FUND'S FISCAL YEAR? A: During the Fund's fiscal year, the Federal Reserve (the "Fed") continued its measured process of increasing short-term interest rates. The Fed has raised rates a total of 17 times since beginning monetary tightening over two years ago, increasing the federal funds rate from 1% to 5.25%. The Fed continues to apply vigilance in dampening any potential inflationary pressures that may be building in the economy. Leadership at the Fed changed early in 2006, with long time chairman Alan Greenspan entering retirement and Ben Bernanke assuming the lead role. Market participants continue to evaluate Bernanke's skill and credibility in managing the Fed. Several of his comments caused market volatility during the spring. In the meantime, corporate profits in the U.S. continue to climb, and economic growth continues to be solid. After some weakening in the fourth quarter of 2005 caused primarily by the impact of hurricanes, the U.S. economy came roaring back in the first quarter of 2006, posting GDP growth of 5.6%. That growth moderated in the second quarter of 2006, falling to 2.5%. Most economists estimate that growth will continue at a moderate pace for the remainder of 2006. In a period of rising short-term interest rates, slowing growth and high energy prices, U.S. equities produced modest gains during the Fund's fiscal year. Large-cap stocks, as represented by the S&P 500(R) Index, had a total return of 5.38%. Small-cap stocks fared slightly worse, with the Russell 2000(R) Index returning 4.24%. Value stocks outperformed growth stocks in all capitalization categories. Most of the equity market gains occurred prior to May 2006, when the market experienced a sharp decline fueled by inflation fears. The big winners in the past year were REIT stocks and utility stocks. REIT stocks, as measured by the Dow Jones Wilshire Real Estate Securities Index, advanced over 17%, continuing their multi-year record of dominating U.S. equity returns. Utility stocks rose by almost 9%. On the negative side, the technology-laden NASDAQ Composite(R) Index declined by 3.48%. 54 Phoenix International PHOLIO (continued) International markets also provided superior returns as evidenced by the 24.51% return of the MSCI EAFE(R) Index. After substantial gains, emerging equity markets saw a sharp correction in the second quarter but still returned over 28% during the fiscal year. Given increasing interest rates and low credit spreads, the U.S. bond market barely broke even, posting a return of 1.45% as measured by the Lehman Brothers Aggregate Bond Index. The above-mentioned actions of the Fed helped to drive all interest rates higher and create a nearly flat Treasury yield curve. As of July 31, three-month maturity U.S. Treasury bills actually yielded more than 10-year maturity Treasury notes. Higher yields negatively impacted all bond returns, although riskier high yield bonds posted returns of nearly 4% for the year. Finally, the story of the past year was the emergence of commodities as a viable investment alternative. With soaring energy and metal prices and continued demand from emerging economies such as China, commodities proved to be a superior investment with a return of over 16% as measured by the Dow Jones-AIG Commodity Index. Q: WHAT FACTORS AFFECTED THE FUND'S PERFORMANCE DURING ITS FISCAL YEAR? A: Your Fund was launched on November 30, 2005. The Fund has allocations to mutual funds and exchange traded funds that invest in international stock and bond markets. During the abbreviated fiscal year, the Fund's performance benefited from the superior return performance of international markets compared to the U.S. stock market. Foreign equity markets, as measured by the MSCI EAFE Index, were up over 16% from the Fund's inception through July 31, 2006. While your Fund's return trailed the MSCI EAFE index, it was superior to most U.S. equity alternatives. The portfolio also experienced slight underperformance due to a higher cash position in the Fund's first month of existence as new positions were being added to the portfolio. The cash position underperformed the rallying MSCI EAFE index. The Fund was also hurt by small allocations to a global utilities fund and an emerging market bond fund. These funds underperformed the MSCI EAFE Index. However, over the long term, we expect these diversifying funds to be beneficial to the overall Fund's return. In addition to investing in the above noted mutual funds, the International PHOLIO added an allocation to the ishares MSCI Japan Index Fund in June for enhanced diversification. AUGUST 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 DISCUSSED WILL BE REALIZED. 55 Phoenix International PHOLIO AVERAGE ANNUAL TOTAL RETURNS(1) PERIOD ENDING 7/31/06 INCEPTION INCEPTION TO 7/31/06 DATE ------------ ----------- Class A Shares at NAV(2) 11.63% 11/30/05 Class A Shares at POP(3) 5.21 11/30/05 Class C Shares at NAV(2) 11.16 11/30/05 Class C Shares with CDSC(4) 10.16 11/30/05 S&P 500(R) Index 3.36 11/30/05 MSCI EAFE(R) Index 16.81 11/30/05 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. GROWTH OF $10,000 PERIOD ENDING 7/31 This Growth of $10,000 chart assumes an initial investment of $10,000 made on 11/30/05 (inception of the Fund) in Class A and Class C shares. The total return for Class A shares reflects the maximum sales charge of 5.75% on the initial investment. The total return for Class C shares includes applicable CDSC charges since inception. Performance assumes dividends and capital gain distributions are reinvested. (GRAPHIC OMITTED) EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC Phoenix Phoenix International International PHOLIO(SM) PHOLIO(SM) S&P 500(R) MSCI EAFE(R) Class A Class C Index Index ------------- ------------- ---------- ------------ 11/30/05 $ 9,425 $10,000 $10,000 $10,000 7/31/06 10,521 11,016 10,336 11,681 For information regarding the indexes, see the glossary on page 3. 56 Phoenix International PHOLIO 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 International PHOLIO, 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 could have been higher. These 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. International Beginning Ending Expenses Paid PHOLIO Account Value Account Value During Class A January 31, 2006 July 31, 2006 Period* - ---------------- ------------------ --------------- -------------- Actual $1,000.00 $1,050.30 $1.02 Hypothetical (5% return before expenses) 1,000.00 1,023.80 1.00 *EXPENSES ARE EQUAL TO THE FUND'S CLASS A ANNUALIZED EXPENSE RATIO OF 0.20%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) 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 PERIOD ENDED JULY 31, 2006. THE CLASS' ACTUAL RETURN AT NAV SINCE INCEPTION WAS 11.63%. AN INVESTMENT OF $1,000.00 AT NOVEMBER 30, 2005 WOULD HAVE YIELDED AN ACCOUNT VALUE AT JULY 31, 2006, OF $1,116.30. International Beginning Ending Expenses Paid PHOLIO Account Value Account Value During Class C January 31, 2006 July 31, 2006 Period* - ---------------- ------------------ --------------- -------------- Actual $1,000.00 $1,047.50 $4.82 Hypothetical (5% return before expenses) 1,000.00 1,020.03 4.77 *EXPENSES ARE EQUAL TO THE FUND'S CLASS C ANNUALIZED EXPENSE RATIO OF 0.95%, WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (181) 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 PERIOD ENDED JULY 31, 2006. THE CLASS' ACTUAL RETURN AT NAV SINCE INCEPTION WAS 11.16%. AN INVESTMENT OF $1,000.00 AT NOVEMBER 30, 2005 WOULD HAVE YIELDED AN ACCOUNT VALUE AT JULY 31, 2006, OF $1,111.60. THE ANNUALIZED EXPENSE RATIOS NOTED ABOVE DO NOT REFLECT FEES AND EXPENSES ASSOCIATED WITH THE UNDERLYING FUNDS. IF SUCH FEES AND EXPENSES HAD BEEN INCLUDED, THE EXPENSES WOULD HAVE BEEN HIGHER. YOU CAN FIND MORE INFORMATION ABOUT THE FUND'S EXPENSES IN THE FINANCIAL STATEMENTS SECTION THAT FOLLOWS. FOR ADDITIONAL INFORMATION ON OPERATING EXPENSES AND OTHER SHAREHOLDER COSTS REFER TO THE PROSPECTUS. 57 Phoenix International PHOLIO Fund Investment Allocation 7/31/06 As a percentage of total investments (GRAPHIC OMITTED) EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC Foreign Equity Funds 91% Foreign Fixed Income Funds 5 Foreign Index Funds 4 SCHEDULE OF INVESTMENTS JULY 31, 2006 SHARES VALUE ---------- ---------- MUTUAL FUNDS--90.8% FOREIGN EQUITY FUNDS(b)--86.5% Phoenix Foreign Opportunities Fund Class A ............. 6,504 $144,579 Phoenix Global Utilities Fund Class A .................. 4,106 44,884 Phoenix International Strategies Fund Class A .......... 18,662 234,027 -------- 423,490 -------- FOREIGN FIXED INCOME FUND(b)--4.3% Phoenix Emerging Markets Bond Fund Class A ............. 2,467 21,170 - ---------------------------------------------------------------------------- TOTAL MUTUAL FUNDS (IDENTIFIED COST $424,118) 444,660 - ---------------------------------------------------------------------------- SHARES VALUE ---------- ---------- EXCHANGE TRADED FUNDS--4.3% iShares MSCI Japan Index Fund .......................... 1,560 $ 21,107 - ---------------------------------------------------------------------------- TOTAL EXCHANGE TRADED FUNDS (IDENTIFIED COST $20,030) 21,107 - ---------------------------------------------------------------------------- TOTAL INVESTMENTS--95.1% (IDENTIFIED COST $444,148) 465,767(a) Other assets and liabilities, net--4.9% 24,084 -------- NET ASSETS--100.0% $489,851 ======== (a) Federal Income Tax Information: Net unrealized appreciation of investment securities is comprised of gross appreciation of $21,262 and gross depreciation of $111 for federal income tax purposes. At July 31, 2006, the aggregate cost of securities for federal income tax purposes was $444,616. (b) Affiliated Fund. See Notes to Financial Statements 58 Phoenix International PHOLIO STATEMENT OF ASSETS AND LIABILITIES JULY 31, 2006 ASSETS Investment securities at value (Identified cost $444,148) $465,767 Cash 12,310 Receivables Receivable from adviser 11,131 Trustee retainer 158 Prepaid expenses 16,362 -------- Total assets 505,728 -------- LIABILITIES Payables Professional fee 11,501 Transfer agent fee 3,644 Distribution and service fees 101 Financial agent fee 34 Other accrued expenses 597 -------- Total liabilities 15,877 -------- NET ASSETS $489,851 ======== NET ASSETS CONSIST OF: Capital paid in on shares of beneficial interest $461,590 Undistributed net investment income 2,368 Accumulated net realized gain 4,274 Net unrealized appreciation 21,619 -------- NET ASSETS $489,851 ======== CLASS A Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $327,705) 29,625 Net asset value per share $11.06 Offering price per share $11.06/(1-5.75%) $11.73 CLASS C Shares of beneficial interest outstanding, no par value, unlimited authorization (Net Assets $162,146) 14,719 Net asset value and offering price per share $11.02 STATEMENT OF OPERATIONS FROM INCEPTION NOVEMBER 30, 2005 TO JULY 31, 2006 INVESTMENT INCOME Income distributions received from affiliated funds $ 4,532 Interest 174 --------- Total investment income 4,706 --------- EXPENSES Investment advisory fee 226 Distribution and service fees, Class C 602 Financial agent fee 37,725 Transfer agent 22,405 Registration 19,809 Professional 14,897 Trustees 13,116 Printing 1,673 Custodian 1,478 Miscellaneous 4,410 --------- Total expenses 116,341 Less expenses reimbursed by investment adviser (114,873) Custodian fees paid indirectly (415) --------- Net expenses 1,053 --------- NET INVESTMENT INCOME (LOSS) 3,653 --------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments from affiliated funds (200) Capital gain distributions received from affiliated funds 5,217 Net change in unrealized appreciation (depreciation) on investments from affiliated funds 21,619 --------- NET GAIN (LOSS) ON INVESTMENTS FROM AFFILIATED FUNDS 26,636 --------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 30,289 ========= See Notes to Financial Statements 59 Phoenix International PHOLIO STATEMENT OF CHANGES IN NET ASSETS From Inception November 30, 2005 to July 31, 2006 ---------------------- FROM OPERATIONS Net investment income (loss) $ 3,653 Net realized gain (loss) 5,017 Net change in unrealized appreciation (depreciation) 21,619 -------- INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 30,289 -------- FROM DISTRIBUTIONS TO SHAREHOLDERS Net investment income, Class A (1,148) Net investment income, Class C (880) -------- DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (2,028) -------- FROM SHARE TRANSACTIONS CLASS A Proceeds from sales of shares (30,512 shares) 321,549 Net asset value of shares issued from reinvestment of distributions (113 shares) 1,148 Cost of shares repurchased (1,000 shares) (11,346) -------- Total 311,351 -------- CLASS C Proceeds from sales of shares (14,632 shares) 149,359 Net asset value of shares issued from reinvestment of distributions (87 shares) 880 Cost of shares repurchased (0 shares) -- -------- Total 150,239 -------- INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS 461,590 -------- NET INCREASE (DECREASE) IN NET ASSETS 489,851 NET ASSETS Beginning of period -- -------- END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $2,368) $489,851 ======== See Notes to Financial Statements 60 Phoenix International PHOLIO FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD) CLASS A -------------------- FROM INCEPTION NOVEMBER 30, 2005 TO JULY 31, 2006 -------------------- Net asset value, beginning of period $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss)(3) 0.13 Capital gain distributions received from affiliated funds(3) 0.15 Net realized and unrealized gain (loss) 0.87 ------ TOTAL FROM INVESTMENT OPERATIONS 1.15 ------ LESS DISTRIBUTIONS Dividends from net investment income (0.09) ------ TOTAL DISTRIBUTIONS (0.09) ------ Change in net asset value 1.06 ------ NET ASSET VALUE, END OF PERIOD $11.06 ====== Total return(1) 11.63%(4) RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $328 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses(2) 0.20%(5) Gross operating expenses(2) 48.46%(5) Net investment income (loss) 1.81%(5) Portfolio turnover 13%(4) CLASS C -------------------- FROM INCEPTION NOVEMBER 30, 2005 TO JULY 31, 2006 -------------------- Net asset value, beginning of period $10.00 INCOME FROM INVESTMENT OPERATIONS Net investment income (loss)(3) 0.09 Capital gain distributions received from affiliated funds(3) 0.18 Net realized and unrealized gain (loss) 0.84 ------ TOTAL FROM INVESTMENT OPERATIONS 1.11 ------ LESS DISTRIBUTIONS Dividends from net investment income (0.09) ------ TOTAL DISTRIBUTIONS (0.09) ------ Change in net asset value 1.02 ------ NET ASSET VALUE, END OF PERIOD $11.02 ====== Total return(1) 11.16%(4) RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $162 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses(2) 0.95%(5) Gross operating expenses(2) 56.56%(5) Net investment income (loss) 1.27%(5) Portfolio turnover 13%(4) (1) Sales charges are not reflected in the total return calculation. (2) The Fund also will indirectly bear its prorated share of expenses of the underlying funds. Such expenses are not included in the calculation of this ratio. (3) Computed using average shares outstanding. (4) Not annualized. (5) Annualized. See Notes to Financial Statements 61 PHOENIX PHOLIOS SM NOTES TO FINANCIAL STATEMENTS JULY 31, 2006 1. ORGANIZATION Phoenix PHOLIOsSM (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. Each PHOLIO is a fund of funds. Currently seven funds are offered for sale (each a "Fund"). The Phoenix Wealth Accumulator PHOLIO ("Wealth Accumulator PHOLIO") is diversified and has an investment objective of seeking long-term capital appreciation. The Phoenix Wealth Builder PHOLIO ("Wealth Builder PHOLIO") is diversified and has an investment objective of seeking long-term capital appreciation. The Phoenix Wealth Guardian PHOLIO ("Wealth Guardian PHOLIO") is diversified and has an investment objective of long-term capital appreciation and current income. The Phoenix Wealth Preserver PHOLIO ("Wealth Preserver PHOLIO") is diversified and has an investment objective of seeking long-term capital appreciation and current income. The Phoenix Conservative Income PHOLIO ("Conservative Income PHOLIO") is diversified and has an investment objective of seeking current income and capital preservation. The Phoenix Diversifier PHOLIO ("Diversifier PHOLIO") is diversified and has an investment objective of long-term capital appreciation. The Phoenix International PHOLIO ("International PHOLIO") is diversified and has an investment objective of long-term capital appreciation. The Funds offer the following classes of shares for sale: Class A Class C --------- --------- Wealth Accumulator PHOLIO........... X X Wealth Builder PHOLIO............... X X Wealth Guardian PHOLIO.............. X X Wealth Preserver PHOLIO............. X X Conservative Income PHOLIO.......... X X Diversifier PHOLIO.................. X X International PHOLIO................ 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 when redeemed; however, 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: Investments in the underlying funds are valued at each fund's net asset value determined as of the close of business of the New York Stock Exchange (generally 4:00pm eastern time). 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. 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. In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes." This standard defines the threshold for recognizing the benefits of tax-return positions in the financial statements as "more-likely-than-not" to be sustained by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not-criterion, based on the largest benefit that is more than 50 percent likely to be realized. FIN 48 is effective as of the beginning of the first fiscal year beginning after December 15, 2006 (January 1, 2007 for calendar-year companies), with early application permitted if no interim financial statements have been issued. At adoption, companies must adjust their financial statements to reflect only those tax positions that are more likely-than-not to be sustained as of the adoption date. As of July 31, 2006, the Funds have not completed their evaluation of the impact that will result from adopting FIN 48. 62 PHOENIX PHOLIOS(SM) NOTES TO FINANCIAL STATEMENTS JULY 31, 2006 (CONTINUED) D. DISTRIBUTIONS TO SHAREHOLDERS: Distributions are recorded by each Fund on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences may include the treatment of non-taxable dividends, market premium and discount, non-deductible expenses, expiring capital loss carryovers, foreign currency gain or loss, gain or loss on futures contracts, partnerships, operating losses and losses deferred due to wash sales. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to capital paid in on shares of beneficial interest. E. EXPENSES: Expenses incurred by the Trust with respect to more than one Fund are allocated in proportion to the net assets of each Fund, except where allocation of direct expense to each Fund or an alternative allocation method can be more appropriately made. In addition to the Net Annual Operating Expenses that the Funds bear directly, the shareholders indirectly bear the Fund's pro-rata expenses of the underlying mutual funds in which each Fund invests. 3. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS As compensation for its services to the Trust, Phoenix Investment Counsel, Inc, ("PIC") (the "Adviser"), an indirect, wholly-owned subsidiary of The Phoenix Companies, Inc. ("PNX"), is entitled to a fee at an annual rate of 0.10% of the average daily net assets of each Fund. As a Fund of funds, however, each underlying mutual fund's adviser manages the daily investments of the underlying mutual fund's portfolio and receives a management fee for this service from the underlying funds. Effective February 7, 2006, the Adviser has contractually agreed to limit each Fund's total operating expenses (excluding interest, taxes, and extraordinary expenses) through November 30, 2007, so that each Fund's expenses do not exceed the following percentages of average annual net assets: Class A Class C Shares Shares ----------- ---------- Wealth Accumulator PHOLIO........... 0.00% 0.75% Wealth Builder PHOLIO............... 0.00% 0.75% Wealth Guardian PHOLIO.............. 0.00% 0.75% Wealth Preserver PHOLIO............. 0.00% 0.75% Conservative Income PHOLIO.......... 0.00% 0.75% For the period of August 1, 2005 through February 6, 2006 for the Wealth Builder and Wealth Guardian PHOLIOs and for the period August 4, 2005 (inception of the Funds) through February 6, 2006 for the Wealth Accumulator, Wealth Preserver, and Conservative Income PHOLIOs, the Adviser had contractually agreed to limit the Funds' total operating expenses, (excluding interest, taxes, and extraordinary expenses) so that each Fund's expenses did not exceed the following percentages of average annual net assets: Class A Shares Class C Shares ---------------- ---------------- Wealth Accumulator PHOLIO........... 0.40% 1.15% Wealth Builder PHOLIO............... 0.40% 1.15% Wealth Guardian PHOLIO.............. 0.52% 1.27% Wealth Preserver PHOLIO............. 0.40% 1.15% Conservative Income PHOLIO.......... 0.40% 1.15% In addition, for the period of November 30, 2005 (inception of the Funds) through November 30, 2006, the total operating expenses (excluding interest, taxes, and extraordinary expenses) are limited to 0.20% for Class A shares and 0.95% for Class C shares for the Diversifier PHOLIO and the International PHOLIO. The Adviser will not seek to recapture any reimbursed expenses under these arrangements. As distributor of each Fund's shares, Phoenix Equity Planning Corporation ("PEPCO") an indirect, wholly-owned subsidiary of PNX, has advised the Funds that it retained net selling commissions and deferred sales charges for the fiscal year (the "period") ended July 31, 2006, as follows: Class A Class C Net Selling Deferred Commissions Sales Charges --------------- --------------- Wealth Accumulator PHOLIO........... $ 4,098 $ 250 Wealth Builder PHOLIO............... 49,777 29,499 Wealth Guardian PHOLIO.............. 23,907 4,258 Wealth Preserver PHOLIO............. 1,766 4,898 Conservative Income PHOLIO.......... 975 1 Diversifier PHOLIO.................. 523 -- International PHOLIO................ 253 -- In addition, each Fund pays PEPCO distribution and/or service fees at an annual rate of 0.75% for Class C shares applied to the average daily net assets of class C. To avoid duplication of distribution and/or service fees, each class of shares of the funds has reduced the distribution and/or service fees by the amount of the underlying affiliated mutual funds' Class A and Class Y distribution and/or service fees. 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. 63 PHOENIX PHOLIOS(SM) NOTES TO FINANCIAL STATEMENTS JULY 31, 2006 (CONTINUED) Effective July 1, 2006 PEPCO serves as the administrator to the Trust. For its services, PEPCO receives an administration fee at an annual rate of 0.09% of the first $5 billion, 0.08% on the next $10 billion and 0.07% over $15 billion of the average net assets across all non-money market Phoenix Funds within the Phoenix Funds Complex. For the period of September 1, 2005 through June 30, 2006, PEPCO served as financial agent to the Trust. PEPCO received a financial agent fee equal to the sum of (1) the documented cost to PEPCO to provide oversight of the performance of PFPC Inc. (subagent to PEPCO), plus (2) the documented cost of fund accounting, tax services and related services provided by PFPC Inc. For the period ended August 31, 2006, the Trust incurred administration and/or financial agent fees totaling $414,014. PEPCO serves as the Trust's Transfer Agent with State Street Bank and Trust Company serving as sub-transfer agent. For the period ended July 31, 2006, transfer agent fees were $388,049 as reported in the Statements of Operations, of which PEPCO retained the following: Wealth Accumulator PHOLIO........... $ -- Wealth Builder PHOLIO............... 32,883 Wealth Guardian PHOLIO.............. -- Wealth Preserver PHOLIO............. -- Conservative Income PHOLIO.......... -- Diversifier PHOLIO.................. -- International PHOLIO................ -- At July 31, 2006, PNX and its affiliates and the retirement plans of PNX and its affiliates, held shares which aggregated the following: Aggregate Net Shares Asset Value -------- --------------- Wealth Accumulator PHOLIO Class A.......................... 5,282 $ 56,676 Class C.......................... 10,016 106,971 Wealth Preserver PHOLIO Class A.......................... 10,252 104,365 Class C.......................... 10,182 103,653 Conservative Income PHOLIO Class A.......................... 10,329 102,980 Class C.......................... 10,265 102,239 Diversifier PHOLIO Class A.......................... 10,040 106,725 Class C.......................... 10,034 106,160 International PHOLIO Class A.......................... 10,093 111,629 Class C.......................... 10,087 111,159 4. PURCHASES AND SALES OF UNDERLYING FUNDS Purchases and sales of underlying funds for the period ended July 31, 2006, were as follows: Purchases Sales ----------- ------------ Wealth Accumulator PHOLIO........... $ 5,871,275 $ 344,017 Wealth Builder PHOLIO............... 97,127,620 107,059,304 Wealth Guardian PHOLIO.............. 40,583,892 44,562,924 Wealth Preserver PHOLIO............. 1,629,212 229,331 Conservative Income PHOLIO.......... 1,470,843 659,284 Diversifier PHOLIO.................. 2,055,902 413,557 International PHOLIO................ 486,189 41,841 There were no purchases or sales of long-term U.S. Government and agency securities. 5. 10% SHAREHOLDERS As of July 31, 2006, certain Funds had individual 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 the fund as detailed below. % Shares Number of Outstanding Accounts ------------- ------------ Wealth Accumulator PHOLIO........... 34% 2 Wealth Builder PHOLIO............... 46 2 Wealth Guardian PHOLIO.............. 38 1 Wealth Preserver PHOLIO............. -- -- Conservative Income PHOLIO.......... 35 3 Diversifier PHOLIO.................. 16 1 International PHOLIO................ 46 2 Six of the shareholder accounts are affiliated with PNX. The Funds do not invest in the underlying funds for the purpose of exercising management or control; however, investments made by each Fund within each of its principal investment strategies may represent a significant portion of an underlying fund's net assets. At July 31, 2006, the Funds were the owner of record of the following approximatepercentages of the total outstanding shares of the underlying funds as detailed below: Wealth Wealth Builder Guardian PHOLIO PHOLIO ---------- ----------- Phoenix High Yield Securities Fund Class A............................ 10% --% Phoenix Dynamic Growth Fund Class A ........................... 46 16 Phoenix Fundamental Growth Fund Class A............................ 53 20 Phoenix Global Utilities Fund Class A............................ 32 -- Phoenix International Strategies Fund Class A............................ 16 -- Phoenix Total Value Fund Class A............................ 51 20 64 PHOENIX PHOLIOS(SM) NOTES TO FINANCIAL STATEMENTS JULY 31, 2006 (CONTINUED) The investments of the other Funds do not represent greater than 10% of the underlying funds' total outstanding shares. 6. INDEMNIFICATIONS Under the Funds' organizational documents, their 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. 7. REGULATORY EXAMS Federal and state regulatory authorities from time to time make inquiries and conduct examinations regarding compliance by The Phoenix Companies, Inc. and its subsidiaries (collectively "the Company") with securities and other laws and regulations affecting their registered products. During 2004 and 2005, the Boston District Office of the Securities and Exchange Commission ("SEC") conducted an examination of the Company's investment company and investment adviser affiliates. Following the examination, the staff of the Boston District Office issued a deficiency letter noting perceived weaknesses in procedures for monitoring trading to prevent market timing activity prior to 2004. The staff requested the Company to conduct an analysis as to whether shareholders, policyholders and contract holders who invested in the funds that may have been affected by undetected market timing activity had suffered harm and to advise the staff whether the Company believes reimbursement is necessary or appropriate under the circumstances. Market timing is an investment technique involving frequent short-term trading of mutual fund shares that is designed to exploit market movements or inefficiencies in the way mutual fund companies price their shares. A third party was retained to assist the Company in preparing the analysis. In 2005, based on the third party analysis the Company notified the staff at the SEC Boston District Office that reimbursements were not appropriate under the circumstances. The Company does not believe that the outcome of this matter will be material to these financial statements. 8. EXEMPTIVE ORDER On June 5, 2006, the SEC issued an order under Section 12(d) (1) (J) of the Investment Company Act ("1940 Act") granting and exemption from Sections 12(d) (1) (A) and (B) of the 1940 Act and under Sections 6(c) and 17(b) of the 1940 Act granting an exemption from Section 17(a) of the 1940 Act, which permits the Trust to invest in other affiliated and unaffiliated funds, including exchange traded funds. 9. FEDERAL INCOME TAX INFORMATION The components of distributable earnings on a tax basis (excluding unrealized appreciation (depreciation) which is disclosed in the Schedules of Investments), consist of undistributed ordinary income and undistributed long-term capital gains as follows: Undistributed Undistributed Long-term Ordinary Income Capital Gains ----------------- --------------- Wealth Accumulator PHOLIO........... $ 4,453 $ 24,370 Wealth Builder PHOLIO............... 526,061 1,574,808 Wealth Guardian PHOLIO.............. 346,462 489,995 Wealth Preserver PHOLIO............. 3,735 4,113 Conservative Income PHOLIO.......... 2,854 574 Diversifier PHOLIO.................. 2,706 1,080 International PHOLIO................ 2,636 4,474 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. 10. 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. For the year ended July 31, 2006, the following Funds recorded reclassifications to increase (decrease) the accounts as listed below: Capital Paid in on Shares Accumulated Undistributed of Beneficial Net Realized Net Investment Interest Gain (Loss) Income (Loss) --------------- -------------- -------------- Wealth Accumulator PHOLIO ...... $-- $ (2,692) $ 2,692 Wealth Builder PHOLIO ......... -- (147,381) 147,381 Wealth Guardian PHOLIO ......... -- (99,666) 99,666 Wealth Preserver PHOLIO ........ -- (1,629) 1,629 Conservative Income PHOLIO ..... -- (696) 696 Diversifier PHOLIO ............. -- (30) 30 International PHOLIO ........... -- (743) 743 65 PHOENIX PHOLIOS(SM) NOTES TO FINANCIAL STATEMENTS JULY 31, 2006 (CONTINUED) - -------------------------------------------------------------------------------- TAX INFORMATION (UNAUDITED) For the fiscal year ended July 31, 2006, for federal income tax purposes, the percentages of the ordinary income dividends earned by the funds qualify for the dividends received deduction for corporate shareholders as detailed below: Wealth Accumulator PHOLIO........ 57.0% Wealth Builder PHOLIO............ 11.5 Wealth Guardian PHOLIO........... 5.3 Wealth Preserver PHOLIO.......... 2.8 Conservative Income PHOLIO....... 1.1 Diversifier PHOLIO............... 63.8 International PHOLIO............. 16.7 For the fiscal year ended July 31, 2006, the funds hereby designate the below percentages, or the maximum amount allowable, of its ordinary income dividends to qualify for the lower tax rates applicable to individual shareholders: Wealth Accumulator PHOLIO......... 100.0% Wealth Builder PHOLIO............ 25.5 Wealth Guardian PHOLIO........... 12.6 Wealth Preserver PHOLIO.......... 6.8 Conservative Income PHOLIO....... 0.0 Diversifier PHOLIO............... 79.0 International PHOLIO............. 89.4 The actual percentage for the calendar year will be designated in the year-end tax statements. For the fiscal year ended July 31, 2006, the funds designated long-term capital gains dividends as follows: Wealth Accumulator PHOLIO......... $ 24,370 Wealth Builder PHOLIO............ 7,234,469 Wealth Guardian PHOLIO........... 2,655,382 Wealth Preserver PHOLIO........... 4,113 Conservative Income PHOLIO........ 574 Diversifier PHOLIO................ 1,080 International PHOLIO............. 4,474 - -------------------------------------------------------------------------------- 66 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (GRAPHIC OMITTED) PricewaterhouseCoopers To the Board of Trustees of Phoenix PHOLIOs and Shareholders of Phoenix Wealth Accumulator PHOLIO Phoenix Wealth Builder PHOLIO Phoenix Wealth Guardian PHOLIO Phoenix Wealth Preserver PHOLIO Phoenix Conservative Income PHOLIO Phoenix Diversifier PHOLIO and Phoenix International PHOLIO In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Phoenix Wealth Accumulator PHOLIO, Phoenix Wealth Builder PHOLIO, Phoenix Wealth Guardian PHOLIO, Phoenix Wealth Preserver PHOLIO, Phoenix Conservative Income PHOLIO, Phoenix Diversifier PHOLIO and Phoenix International PHOLIO (constituting Phoenix PHOLIOs, hereafter referred to as the "Trust"), at July 31, 2006, the results of each of their operations, the changes in each of their net assets and their financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Trust's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2006 by correspondence with the transfer agent of the investee funds and the custodian, provide a reasonable basis for our opinion. /s/PricewaterhouseCoopers LLP Boston, Massachusetts September 21, 2006 67 FUND MANAGEMENT TABLES (UNAUDITED) Information pertaining to the Trustees and officers of the Trust as of July 31, 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. INDEPENDENT TRUSTEES - ----------------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN FUND COMPLEX PRINCIPAL OCCUPATION(S) NAME, ADDRESS LENGTH OF OVERSEEN BY DURING PAST 5 YEARS AND AND DATE OF BIRTH TIME SERVED TRUSTEE OTHER DIRECTORSHIPS HELD BY TRUSTEE - ----------------------------------------------------------------------------------------------------------------------------------- E. Virgil Conway Served since 1993. 71 Chairman, Rittenhouse Advisors, LLC (consulting firm) Rittenhouse Advisors, LLC (2001-present); Trustee/Director, Phoenix Funds Complex 101 Park Avenue (1983-present); Trustee/Director, Realty Foundation of New New York, NY 10178 York (1972-present); Josiah Macy, Jr. Foundation (Honorary) DOB: 8/2/29 (2004-present); Pace University (Director/Trustee Emeritus) (2003-present), Greater New York Councils, Boy Scouts of America (1985-present); The Academy of Political Science (Vice Chairman) (1985-present), Urstadt Biddle Property Corp. (1989-present), Colgate University (Trustee Emeritus) (2004-present), Director/Trustee, The Harlem Youth Development Foundation (Chairman) (1998-2002); Metropolitan Transportation Authority (Chairman) (1992-2001), Trism, Inc. (1994-2001); Consolidated Edison Company of New York, Inc. (1970-2002), Atlantic Mutual Insurance Company (1974-2002), Centennial Insurance Company (1974-2002), Union Pacific Corp. (1978-2002), BlackRock Freddie Mac Mortgage Securities Fund (Advisory Director) (1990-2000), Accuhealth (1994-2002), Pace University (1978-2003), New York Housing Partnership Development Corp. (Chairman) (1981-2003), Josiah Macy, Jr. Foundation (1975-2004). - ----------------------------------------------------------------------------------------------------------------------------------- Harry Dalzell-Payne Served since 1993. 71 Retired.Trustee/Director, Phoenix Funds Complex (1983-present). The Flat, Elmore Court Elmore, GLOS, GL2 3NT U.K. DOB: 9/8/29 - ----------------------------------------------------------------------------------------------------------------------------------- Francis E. Jeffries Served since 1995. 72 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 1993. 69 Partner, Stonington Partners, Inc. (private equity fund) Stonington Partners, Inc. (2001-present); Director/Trustee; Evergreen Funds (six 736 Market Street, Ste. 1430 portfolios)(1989-present). Trustee, Phoenix Funds Family Chattanooga, TN 37402 (1980-present); Director, Diversapak (2002-present); Obaji DOB: 2/14/39 Medical Products Company (2002-present); Director, Lincoln Educational Services (2002-2004); Chairman, Carson Products Company (cosmetics) (1998-2000). - ----------------------------------------------------------------------------------------------------------------------------------- 68 FUND MANAGEMENT TABLES (UNAUDITED) (CONTINUED) INDEPENDENT TRUSTEES - ----------------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN FUND COMPLEX PRINCIPAL OCCUPATION(S) NAME, ADDRESS LENGTH OF OVERSEEN BY DURING PAST 5 YEARS AND AND DATE OF BIRTH TIME SERVED TRUSTEE OTHER DIRECTORSHIPS HELD BY TRUSTEE - ----------------------------------------------------------------------------------------------------------------------------------- Geraldine M. McNamara Served since 2001. 71 Retired. Trustee/Director, Phoenix Funds Complex (2001-present). 40 East 88th Street Managing Director, U.S. Trust Company of New York (private New York, NY 10128 bank) (1982-2006). DOB: 4/17/51 - ----------------------------------------------------------------------------------------------------------------------------------- James M. Oates(1) Served since 1993. 69 Chairman, Hudson Castle Group, Inc. (formerly IBEX Capital c/o Northeast Partners Markets, Inc.) (financial services) (1997-present); 150 Federal Street, Trustee/Director, Phoenix Funds Family (1987-present); Suite 1000 Managing Director, Wydown Group (consulting firm) Boston, MA 02110 (1994-present); Director, Investors Financial Service DOB: 5/31/46 Corporation (1995-present); Investors Bank & Trust Corporation (1995-present), Stifel Financial (1996-present), Connecticut River Bancorp (1998-present), Connecticut River Bank (1999-present), Trust Company of New Hampshire (2002-present); Chairman, Emerson Investment Management, Inc. (2000-present); Independent Chairman, John Hancock Trust (since 2005); Trustee, John Hancock Funds II and John Hancock Funds III (since 2005); Trustee, John Hancock Trust (2004-2005); Director/Trustee, AIB Govett Funds (six portfolios) (1991-2000); Command Systems, Inc. (1998-2000); Phoenix Investment Partners, Ltd. (1995-2001); 1Mind, Inc. (formerly 1Mind.com) (2000-2002); Plymouth Rubber Co. (1995-2003); Director and Treasurer, Endowment for Health, Inc. (2000-2004). - ----------------------------------------------------------------------------------------------------------------------------------- Richard E. Segerson Served since 1993. 69 Managing Director, Northway Management Company (1998-present). 73 Briggs Way Trustee/Director, Phoenix Funds Family (1983-present). Chatham, MA 02633 DOB: 2/16/46 - ----------------------------------------------------------------------------------------------------------------------------------- <FN> (1) Mr. Oates is a Director and Chairman of the Board and a shareholder of Hudson Castle Group, Inc. (formerly IBEX Capital Markets, Inc.) ("Hudson"), a privately owned financial services firm. Phoenix Investment Partners, Ltd., an affiliate of the adviser, owns approximately 1% of the common stock of Hudson and Phoenix Life Insurance Company also an affiliate, owns approximately 8% of Hudson's common stock. </FN> 69 FUND MANAGEMENT TABLES (UNAUDITED) (CONTINUED) Each of the individuals listed below is an "interested person" of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder. - ----------------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS IN FUND COMPLEX PRINCIPAL OCCUPATION(S) NAME, ADDRESS LENGTH OF OVERSEEN BY DURING PAST 5 YEARS AND AND DATE OF BIRTH TIME SERVED TRUSTEE OTHER DIRECTORSHIPS HELD BY TRUSTEE - ----------------------------------------------------------------------------------------------------------------------------------- Marilyn E. LaMarche(2) Served since 2002. 69 Limited Managing Director, Lazard Freres & Co. LLC (1997- Lazard Freres & Co. LLC present). Trustee/Director, Phoenix Funds Family (2002- 30 Rockefeller Plaza, present). Director, The Phoenix Companies, Inc. (2001-2005) 59th Floor and Phoenix Life Insurance Company (1989-2005). New York, NY 10020 DOB: 5/11/34 - ----------------------------------------------------------------------------------------------------------------------------------- Philip R. McLoughlin(3) Served since 1993. 97 Director, PXRE Corporation (Reinsurance) (1985-present); World 200 Bridge Street Trust Fund (1991-present), Director/Trustee, Phoenix Funds Chatham, MA 02633 Complex (1989-present); Management Consultant (2002-2004), DOB: 10/23/46 Chairman Chairman (1997-2002), Chief Executive Officer (1995-2002) and Director (1995-2002), Phoenix Investment Partners, Ltd.; Director and Executive Vice President, The Phoenix Companies, Inc. (2000-2002); Director (1994-2002) and Executive Vice President, Investments (1987-2002), Phoenix Life Insurance Company; Director (1983-2002) and Chairman (1995-2002), Phoenix Investment Counsel, Inc.; Director (1982-2002), Chairman (2000-2002) and President (1990-2000), Phoenix Equity Planning Corporation; Chairman and President, Phoenix/Zweig Advisers LLC (2001-2002); Director (2001-2002) and President (April 2002-September 2002), Phoenix Investment Management Company; Director and Executive Vice President, Phoenix Life and Annuity Company (1996-2002); Director (1995-2000), 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), Vice President (1986-2002) and Executive Vice President (April 2002-September 2002), PM Holdings, Inc.; Director, WS Griffith Associates, Inc. (1995-2002); Director, WS Griffith Securities, Inc. (1992-2002). - ----------------------------------------------------------------------------------------------------------------------------------- <FN> (2) 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. (3) Mr. McLoughlin is an "interested person," as defined in the Investment Company Act of 1940, by reason of his former relationship with Phoenix Investment Partners, Ltd. and its affiliates. </FN> FUND MANAGEMENT TABLES (UNAUDITED) (CONTINUED) OFFICERS OF THE FUND 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 - -------------------------------------------------------------------------------------------------------------------------------- Daniel T. Geraci President since 2004. Executive Vice President, Asset Management, The Phoenix DOB: 6/12/57 Companies, Inc. (2003-present); Director, Chairman, President and Chief Executive Officer, Phoenix Investment Partners, Ltd. (2003-present); President, Phoenix Equity Planning Corporation (2005-present); President, DPCM Holding, Inc. (2005-present); President, Capital West Asset Management, LLC (2005-present); Director and President, Phoenix Investment Counsel, Inc. (2003-present); Director, Pasadena Capital Corporation (2003-present); President, Euclid Advisers, LLC (2003-present); Director and Chairman, PXP Institutional Markets Group, Ltd. (2003-present); Director and President, Rutherford Financial Corporation (2003-present); Director, DPCM Holding, Inc. (2003-present); President, Phoenix Zweig Advisers, LLC (2003-present); Director and Chairman, Phoenix Equity Planning Corporation (2003-present); Director and Chairman, Duff & Phelps Investment Management Company (2003-present); Director, Capital West Asset Management, LLC (2003-present); Chief Executive Officer and President, The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc. (2004-present); President, the Phoenix Funds Family (2004-present); Chief Sales and Marketing Officer, Phoenix Equity Planning Corporation (2003-2005); President and Chief Executive Officer of North American investment operations, Pioneer Investment Management USA, Inc. (2001-2003); President of Private Wealth Management Group & Fidelity Brokerage Company, Fidelity Investments (1996-2001). - -------------------------------------------------------------------------------------------------------------------------------- George R. Aylward Executive Vice President Senior Vice President and Chief Operating Officer, Asset DOB: 8/17/64 since 2004. Management, 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). - -------------------------------------------------------------------------------------------------------------------------------- Nancy G. Curtiss Senior Vice President Assistant Treasurer (2001-present), Vice President, Fund DOB: 11/24/52 since 2006. Accounting (1994-2000), Phoenix Equity Planning Corporation. Vice President, Phoenix Investment Partners, Ltd. (2003-present). Senior Vice President, the Phoenix Funds Family (since 2006). Vice President, The Phoenix Edge Series Fund (1994-present), Treasurer, The Zweig Fund Inc. and the Zweig Total Return Fund Inc. (2003-present). Chief Financial Officer (2005-2006) and Treasurer (1994-2006), or Assistant Treasurer (2005-2006), certain funds within the Phoenix Fund Complex. - -------------------------------------------------------------------------------------------------------------------------------- Francis G. Waltman Senior Vice President Senior Vice President, Asset Management Product Development, DOB: 7/27/62 since 2004. The 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). - -------------------------------------------------------------------------------------------------------------------------------- 71 FUND MANAGEMENT TABLES (UNAUDITED) (CONTINUED) OFFICERS OF THE FUND 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 - -------------------------------------------------------------------------------------------------------------------------------- Marc Baltuch Vice President and Chief Compliance Officer, Zweig-DiMenna Associates LLC c/o Zweig-DiMenna Chief Compliance Officer (1989-present); Vice President and Chief Compliance Officer, Associates, LLC since 2004. certain Funds within the Phoenix Fund Complex (2004-present); 900 Third Avenue Vice President, The Zweig Total Return Fund, Inc. (2004- New York, NY 10022 present); Vice President, The Zweig Fund, Inc. (2004-present); DOB: 9/23/45 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). - -------------------------------------------------------------------------------------------------------------------------------- W. Patrick Bradley Chief Financial Officer and Second Vice President, Fund Administration, Phoenix Equity DOB: 3/2/72 Treasurer since 2006. Planning Corporation (2004-present). Chief Financial Officer and Treasurer (2006-present) or Chief Financial Officer and Treasurer (2005-present), certain funds within the Phoenix Fund Family. Vice President, Chief Financial Officer, Treasurer and Principal Accounting Officer, The Phoenix Edge Series Fund (since 2006). Assistant Treasurer, certain funds within the Phoenix Fund Complex (2004-2006). Senior Manager (2002-2004), Manager (2000-2002), Audit, Deloitte & Touche, LLP. - -------------------------------------------------------------------------------------------------------------------------------- Kevin J. Carr Vice President, Chief Legal Vice President and Counsel, Phoenix Life Insurance Company One American Row Officer, Counsel (May 2005-present). Vice President, Counsel, Chief Legal Hartford, CT 06102 and Secretary since 2005. Officer and Secretary of certain funds within the Phoenix Fund DOB: 8/30/54 Complex (May 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 PHOLIOs(SM) 101 Munson Street Greenfield, MA 01301-9668 TRUSTEES E. Virgil Conway Harry Dalzell-Payne Francis E. Jeffries Leroy Keith, Jr. Marilyn E. LaMarche Philip R. McLoughlin, Chairman Geraldine M. McNamara James M. Oates Richard E. Segerson OFFICERS Daniel T. Geraci, President George R. Aylward, Executive Vice President Nancy G. Curtiss, Senior Vice President Francis G. Waltman, Senior Vice President Marc Baltuch, Vice President and Chief Compliance Officer W. Patrick Bradley, Chief Financial Officer and Treasurer Kevin J. Carr, Vice President, Chief Legal Officer, Counsel and Secretary INVESTMENT ADVISER Phoenix Investment Counsel, Inc. 56 Prospect Street Hartford, CT 06115-0480 PRINCIPAL UNDERWRITER Phoenix Equity Planning Corporation One American Row Hartford, CT 06103-2899 TRANSFER AGENT Phoenix Equity Planning Corporation One American Row Hartford, CT 06103-2899 CUSTODIAN State Street Bank and Trust Company P.O. Box 5501 Boston, MA 02206-5501 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PricewaterhouseCoopers LLP 125 High Street Boston, MA 02110-1707 HOW TO CONTACT US Mutual Fund Services 1-800-243-1574 Advisor Consulting Group 1-800-243-4361 Telephone Orders 1-800-367-5877 Text Telephone 1-800-243-1926 Web site PHOENIXFUNDS.COM - -------------------------------------------------------------------------------- IMPORTANT NOTICE TO SHAREHOLDERS The Securities and Exchange Commission has modified mailing regulations for semiannual and annual shareholder fund reports to allow mutual fund companies to send a single copy of these reports to shareholders who share the same mailing address. If you would like additional copies, please call Mutual Fund Services at 1-800-243-1574. - -------------------------------------------------------------------------------- This page intentionally left blank. This page intentionally left blank. This page intentionally left blank. ------------------- PRESORTED STANDARD U.S. POSTAGE PAID LOUISVILLE, KY PERMIT NO. 1051 ------------------- (GRAPHIC OMITTED) PHOENIXFUNDS(SM) PHOENIX EQUITY PLANNING CORPORATION P.O. BOX 150480 HARTFORD, CT 06115-0480 For more information about Phoenix Mutual Funds, please call your financial representative, contact us AT 1-800-243-1574 OR visit PHOENIXFUNDS.COM. NOT INSURED BY FDIC/NCUSIF OR ANY FEDERAL GOVERNMENT AGENCY. NO BANK GUARANTEE. NOT A DEPOSIT. MAY LOSE VALUE. PXP1802 9-06 BPD27157 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 an "audit committee financial expert" serving on its Audit Committee. (a)(2) E. Virgil Conway has 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 an "audit committee financial expert." Mr. Conway is an "independent" trustee 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 $67,500 for 2006 and $30,000 for 2005. AUDIT-RELATED FEES (b) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are $0 for 2006 and $0 for 2005. TAX FEES (c) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $21,900 for 2006 and $9,400 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 Pholios(SM) (the "Fund") Board has adopted policies and procedures with regard to the pre-approval of services provided by PwC. Audit, audit-related and tax compliance services provided to the Fund on an annual basis require specific pre-approval by the Board. As noted above, the Board must also approve other non-audit services provided to the Fund and those non-audit services provided to the Fund's Affiliated Service Providers that relate directly to the operations and financial reporting of the Fund. Certain of these non-audit services that the Board believes are a) consistent with the SEC's auditor independence rules and b) routine and recurring services that will not impair the independence of the independent auditors may be approved by the Board without consideration on a specific case-by-case basis ("general pre-approval"). The Audit Committee has determined that Mr. E. Virgil Conway, Chair of the Audit Committee, may provide pre-approval for such services that meet the above requirements in the event such approval is sought between regularly scheduled meetings. In the event that Mr. Conway determines that the full board should review the request, he has the opportunity to convene a meeting of the Funds Board. In any event, the Board is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. (e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows: (b) Not applicable for 2006 and not applicable for 2005 (c) 100% for 2006 and 100% 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 $877,027 for 2006 and $1,716,374 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 PHOLIOs(SM) ------------------------------------------------------------------- By (Signature and Title)* /s/ George R. Aylward ------------------------------------------------------ George R. Aylward, Executive Vice President (principal executive officer) Date October 6, 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 October 6, 2006 --------------------------------------------------------------------------- By (Signature and Title)* /s/ W. Patrick Bradley ------------------------------------------------------ W. Patrick Bradley, Chief Financial Officer and Treasurer (principal financial officer) Date October 6, 2006 --------------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature.