SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.__)

Filed by the Registrant |X|
Filed by a Party other than the Registrant | |

Check the appropriate box:

|X| Preliminary Proxy Statement
| | Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
| | Definitive Proxy Statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-12

Phoenix Adviser Trust
Registration Nos. 811-21371 and 333-106142

Phoenix Asset Trust
(formerly Phoenix-Kayne Funds)
Registration Nos. 811-07705 and 333-08045

Phoenix CA Tax-Exempt Bond Fund
Registration Nos. 811-03714 and 002-83024

Phoenix Equity Series Fund
Registration Nos. 811-08245 and 333-29043

Phoenix Equity Trust
Registration Nos. 811-00945 and 333-118174

Phoenix Institutional Mutual Funds
Registration Nos. 811-09140 and 033-80057

Phoenix Investment Series Fund
Registration Nos. 811-04725 and 033-06930

Phoenix Investment Trust 97
Registration Nos. 811-08343 and 333-34537

Phoenix Investment Trust 06
(formerly Phoenix-Engemann Funds)
Registration Nos. 811-04506 and 033-01922

Phoenix Multi-Portfolio Fund
Registration Nos. 811-05436 and 033-19423

Phoenix Multi-Series Trust
Registration Nos. 811-06566 and 033-45758

Phoenix Opportunities Trust
Registration Nos. 811-07455 and 033-65137

Phoenix PHOLIOs
Registration Nos. 811-07643 and 333-05039

Phoenix Portfolios
Registration Nos. 811-08631 and 333-45675

Phoenix Series Fund
Registration Nos. 811-00810 and 002-14069

Phoenix Strategic Equity Series Fund
Registration Nos. 811-04727 and 033-06931

(Name of Registrant as Specified in Its Charter/Declaration of Trust)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

|X| No fee required.

| | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction
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(2) Aggregate number of securities to which transaction
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

| | Fee paid previously with preliminary materials:

| | Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:

IMPORTANT: PLEASE VOTE YOUR SHARES BEFORE OCTOBER 31, 2006.

September 1, 2006

Dear Shareholder:

I encourage you to take the time to read the enclosed proxy statement and cast
your ballot for a special October 31, 2006 meeting of shareholders of each
series of Phoenix Adviser Trust, Phoenix Asset Trust, Phoenix CA Tax-Exempt Bond
Fund, Phoenix Equity Series, Phoenix Equity Trust, Phoenix Institutional Mutual
Funds, Phoenix Investment Series Fund, Phoenix Investment Trust 97, Phoenix
Investment Trust 06, Phoenix Multi-Portfolio Fund, Phoenix Multi-Series Trust,
Phoenix Opportunities Trust, Phoenix PHOLIOs, Phoenix Portfolios, Phoenix Series
Fund and Phoenix Strategic Equity Series Fund (the "Trusts"). Each series of a
Trust is referred to as a "Fund" and collectively as the "Funds" unless
otherwise specified. Your vote is vital to the outcome of several proposals that
are being presented by the Board of Trustees of each Trust.

Among the proposals being presented to the shareholders of the Funds is the
election of eleven Trustees to serve on each Board of Trustees until the next
meeting of shareholders at which Trustees are elected and the ratification of
the selection of PricewaterhouseCoopers LLC as the independent registered public
accounting firm for the Funds. Shareholders of the Funds identified in Proposal
2 of the enclosed Proxy Statement (the "Manager-of-Managers Funds") are being
asked to permit Phoenix Investment Counsel, Inc. ("PIC"), investment adviser of
each Trust, to hire and replace subadvisers or to modify subadvisory agreements
without shareholder approval. Further, shareholders of the Funds identified in
Proposal 3 of the enclosed Proxy Statement (the "Fundamental Restriction Funds")
are being asked to amend certain of their fundamental investment restrictions.
In addition, shareholders of the Funds identified in Proposal 4 of the enclosed
Proxy Statement (the "Investment Objective Funds") are being presented with a
proposal to reclassify their investment objectives from fundamental to
non-fundamental.

Proposal details are included in the enclosed Proxy Statement, which also
provides answers to questions about each proposal, the voting process and the
shareholder meeting.

Each Board of Trustees has carefully assessed these proposals, and unanimously
recommends that shareholders vote FOR the proposals. To confirm the Board
recommendations, please vote FOR all the proposals on the enclosed proxy card.

YOUR VOTE COUNTS AND DELAYING TO VOTE CAN POTENTIALLY ADD TO THE COST OF THIS
PROXY SOLICITATION. PLEASE CAST YOUR BALLOT TODAY - ONLINE, BY TELEPHONE OR BY
MAIL - BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD.

If you have any questions, please call Phoenix Mutual Fund Services at
1-800-243-1574, Monday through Thursday, 8 a.m. to 6 p.m. Eastern Time, Friday
until 5 p.m.

Your vote is important. Please take a moment after reviewing the enclosed
materials to sign and return your proxy card in the enclosed postage paid return
envelope. If we do not hear from you after a reasonable amount of time, you may
receive a telephone call from our proxy solicitor, Computershare Fund Services,
Inc. reminding you to vote your shares.

Sincerely,

/s/ Daniel T. Geraci
Daniel T. Geraci
President and Chief Executive Officer
Phoenix Investment Partners, Ltd.

Q & A FOR SHAREHOLDERS

While we encourage you to read the full text of the enclosed Proxy
Statement, here's a brief overview of some matters affecting the Funds of the
Trusts that will be the subject of a shareholder vote.

Q. What issues am I being asked to vote on at the upcoming meeting on
October 31, 2006?

A. As described in the enclosed Proxy Statement, shareholders of the
Trusts are asked to approve:

- The election of eleven trustees to serve on the Board of
Trustees; and

- A proposal to ratify the appointment of PricewaterhouseCoopers
LLC as the independent registered public accounting firm for
the Funds.

Shareholders of the Manager-of-Managers Funds listed at the end of this
Q & A are asked to approve:

- A proposal to permit PIC to hire and replace subadvisers or to
modify subadvisory agreements without shareholder approval.

Shareholders of the Fundamental Restriction Funds listed at the end of
this Q & A are asked to approve:

- A proposal to amend certain fundamental investment
restrictions of the Fundamental Restriction Funds.

Shareholders of the Investment Objective Funds listed at the end of
this Q & A are asked to approve:

- A proposal to reclassify the investment objectives of the
Investment Objective Funds from fundamental to
non-fundamental.

Q. Why am I being asked to elect new Trustees?

A. None of the Trusts' Declarations of Trust require the annual election
of Trustees. However, pursuant to Section 16 of the Investment Company
Act of 1940, as amended, each Trust is required to hold a shareholder
meeting for the purpose of electing Trustees if, after a vacancy arises
on the Board of Trustees, less than two-thirds (2/3) of the Trustees
holding office would have been elected by shareholders. As a result,
the addition of new Trustees requires a vote of the shareholders. In
connection with the foregoing, the Boards considered the qualifications
of each of the nominees, including those nominees that currently serve
as Trustees, and determined that the breadth and depth of the Boards,
by virtue of the varied backgrounds and qualifications of their
nominees, are beneficial to shareholders.

Q. Why am I being asked to vote on a proposal to permit PIC to hire and
replace subadvisers or to modify subadvisory agreements without
shareholder approval?

A. PIC has significant experience hiring and supervising subadvisers. Each
Board of Trustees believes the proposal will benefit shareholders by
allowing PIC, with Board approval, to access broader money management
expertise and hire or replace subadvisers without the costly expense of
and unnecessary delays associated with proxy solicitations. This is
especially true in today's rapidly changing securities markets. The
management of Fund assets can be addressed swiftly as changes may be
needed. The Funds have already obtained exemptive relief from the
Securities

and Exchange Commission permitting them to operate in this manner as
long as (i) shareholder approval is obtained, (ii) the relevant Board
approves each subadviser or subadvisory agreement change and (iii)
certain information is provided to shareholders within 90 days of any
changes being made.

Q. Does PIC intend to recommend that any of the Funds hire or change a
subadviser?

A. No. As of the date of this Proxy Statement, the Boards do not expect to
consider any new subadvisers for the Funds. However, if this proposal
is approved, new subadvisers could be hired without the expense of a
shareholder meeting.

Q. Will the advisory fees and expenses of the Funds increase if this
proposal is approved?

A. No, the advisory fee schedule will not change. A subadviser will be
paid a portion of the advisory fee currently paid to PIC as described
in the advisory agreement between PIC and each Trust, on behalf of the
Funds. Please refer to the prospectus of each Fund, available on our
web site, www.PhoenixFunds.com, for information about advisory fees.

Q. Will I be notified of any changes to a Fund's subadvisory arrangements?

A. Yes. Within 90 days of a change to a Fund's subadvisory arrangements,
you will be provided with a written notice that contains substantially
the same information about the subadviser, the subadvisory agreement
and the subadvisory fee that would have been included in a proxy
statement if shareholder approval had been required.

Q. Why am I being asked to vote on a proposal to change certain
fundamental investment restrictions of the Fundamental Restriction
Funds?

A. Each Board of Trustees believes the proposed changes in investment
restrictions will benefit shareholders by allowing the portfolio
managers of the Fundamental Restriction Funds to adapt more quickly to
future changes in investment opportunities. In addition, because
certain of the Fundamental Restriction Funds became part of the Phoenix
Fund Complex after their formation, such Funds contain fundamental
investment policies that do not conform to the standard fundamental
investment policies of the Funds in the Phoenix Fund Complex. The
proposed changes in investment restrictions are designed to conform the
fundamental investment policies of such Funds to the fundamental
investment policies of the other Funds in the Phoenix Fund Complex. The
Board of Trustees desires to have comparable fundamental investment
restrictions in place for all of the Funds in the Phoenix Fund Complex,
thereby enhancing the portfolio managers' ability to execute the
investment strategies and enhancing the compliance infrastructure for
the Funds.

Q. Why am I being asked to vote for the reclassification of the investment
objective of the Investment Objective Funds from fundamental to
non-fundamental?

A. In order to reclassify an investment objective from fundamental to
non-fundamental, shareholder approval is necessary. There is no
requirement that a Fund's investment objective be fundamental. If
approved by shareholders, this proposal would allow the Board of
Trustees to change a Fund's investment objective when the Board
believes it is in the best interests of shareholders or when necessary
to comply with possible future regulatory changes. Shareholders of the
Investment Objective Funds would receive notice prior to the
implementation of any change to the investment objective.

Q. Why am I being asked to vote on a proposal to ratify the appointment of
PricewaterhouseCoopers LLC as the independent registered public
accounting firm for the Trusts?

A. PricewaterhouseCoopers LLC has acted as the independent registered
public accounting firm for the Trusts for many years. Each Board of
Trustees has recently selected PricewaterhouseCoopers LLC to act as the
independent registered public accounting firm for each Trust's fiscal
year ending in 2006. Each Board's selection was recommended by its
Audit Committee at a meeting held on May 18, 2006. The Audit Committee
of each Board meets at least twice a year with representatives of
PricewaterhouseCoopers LLP to discuss the scope of their engagement and
review the financial statements of the Funds and the results of their
examinations thereof. In addition, PricewaterhouseCoopers LLC does not
have any direct financial interest or any material indirect financial
interest in any of the Funds.

Q. What happens if a proposal is not approved?

A. If the required vote is not received with respect to any of the
proposals, the Boards of Trustees will determine what options are
available for the Funds.

Q. Has each Board of Trustees approved the applicable proposals?

A. Yes. Each Board of Trustees has approved the applicable proposals and
recommends that you vote in favor of the proposals.

Q. Who will pay for the proxy solicitation and legal costs associated with
the proposals?

A. The costs associated with this Proxy Statement will substantially all
be borne proportionately by the Funds. A small portion of the costs
will be paid for by Phoenix Investment Partners, Ltd., parent of the
Funds' investment adviser.

Q. Are there service or account changes I need to know about?

A. There will be no changes to your Phoenix account or account services.

Q. How do I vote my shares?

A. You can vote your shares by computer by going to the Internet address
provided on the proxy card or by telephone by calling the toll-free
number on the proxy card and following the instructions, using your
proxy card as a guide. Alternatively, you can vote your shares by
attending the Meeting, or if you don't expect to attend, by completing
and signing the enclosed proxy card, and mailing it in the enclosed
postage-paid envelope. IT IS IMPORTANT THAT YOU VOTE PROMPTLY.

Q. Will anyone contact me?

A. You may receive a call from the Funds' proxy solicitor, Computershare
Fund Services, Inc. to verify that you received your proxy materials,
to answer any questions you may have about the proposal and to
encourage you to vote.

Q. What should I do if I receive more than one proxy card?

A. Because each Fund's shareholders must vote separately, you may be sent
a proxy card for each Fund account that you have. Please vote on all
proposals shown on each proxy card that you receive.

Q. Whom should I call for additional information about this Proxy
Statement?

A. If you have questions about your Fund, please call Mutual Fund Services
at 1-800-243-1574 Monday through Thursday, 8 a.m. to 6 p.m. Eastern
Time, Friday until 5 p.m. Computershare Fund Services ("CFS") has been
engaged to assist in the solicitation of proxies. If you should require
assistance in voting your shares, please call Computershare Fund
Services, your Fund's proxy agent, at 1-866-343-1411. As the meeting
date approaches, certain shareholders of each Fund may receive a
telephone call from a representative of CFS if their votes have not yet
been received. Proxies that are obtained telephonically will be
recorded in accordance with the procedures described below. The
Trustees believe that these procedures are reasonably designed to
ensure that both the identity of the shareholder casting the vote and
the voting instructions of the shareholder are accurately determined.

In all cases in which a telephonic proxy is solicited, the CFS
representative is required to ask for each shareholder's full name and
address, or the zip code or employer identification number, and to
confirm that the shareholder has received the proxy materials in the
mail. If the shareholder is a corporation or other entity, the CFS
representative is required to ask for the person's title and
confirmation that the person is authorized to direct the voting of the
shares. If the information solicited agrees with the information
provided to CFS, then the CFS representative has the responsibility to
explain the process, read the proposals listed on the proxy card and
ask for the shareholder's instructions on each proposal. Although the
CFS representative is permitted to answer questions about the process,
he or she is not permitted to recommend to the shareholder how to vote,
other than to read any recommendation set forth in this Proxy
Statement. CFS will record the shareholder's instructions on the call.
Within 72 hours, the shareholder will be contacted by mail to confirm
his or her vote and ask the shareholder to call CFS immediately if his
or her instructions are not correctly reflected in the confirmation.

MANAGER OF MANAGERS FUNDS (PROPOSAL 2)
- --------------------------------------

PHOENIX MULTI-PORTFOLIO FUND
Phoenix International Strategies Fund
Phoenix Real Estate Securities Fund
PHOENIX MULTI-SERIES TRUST
Phoenix Multi-Sector Fixed Income Fund
Phoenix Multi-Sector Short Term Bond Fund
PHOENIX OPPORTUNITIES TRUST
Phoenix Bond Fund
Phoenix Earnings Driven Growth Fund
PHOENIX PHOLIOs(SM)
Phoenix Conservative Income PHOLIO
Phoenix Diversifier PHOLIO
Phoenix International PHOLIO
Phoenix Wealth Accumulator PHOLIO
Phoenix Wealth Builder PHOLIO
Phoenix Wealth Guardian PHOLIO
Phoenix Wealth Preserver PHOLIO
PHOENIX PORTFOLIOS
Phoenix Market Neutral Fund
PHOENIX SERIES FUND
Phoenix Balanced Fund
Phoenix Capital Growth Fund
Phoenix Core Bond Fund
Phoenix High Yield Fund
Phoenix Mid-Cap Growth Fund
Phoenix Money Market Fund
PHOENIX STRATEGIC EQUITY SERIES FUND
Phoenix Strategic Growth Fund

FUNDAMENTAL RESTRICTION FUNDS (PROPOSAL 3)
- ------------------------------------------

Fundamental Restriction with Respect to Loans (Proposal 3A):

PHOENIX CA TAX-EXEMPT BOND FUND
PHOENIX EQUITY SERIES FUND
Phoenix Growth & Income Fund
PHOENIX EQUITY TRUST
Phoenix Mid-Cap Value Fund
Phoenix Pathfinder Fund
Phoenix Relative Value Fund
Phoenix Total Value Fund
Phoenix Worldwide Strategies Fund
PHOENIX INSTITUTIONAL MUTUAL FUNDS
Phoenix Institutional Bond Fund
Phoenix Low Duration Core Plus Bond Fund
PHOENIX INVESTMENT SERIES FUND
Phoenix Global Utilities Fund
Phoenix Income & Growth Fund
PHOENIX INVESTMENT TRUST 97
Phoenix Small-Cap Value Fund
Phoenix Value Equity Fund

PHOENIX INVESTMENT TRUST 06
Phoenix All-Cap Growth Fund
Phoenix Nifty Fifty Fund
Phoenix Small-Cap Growth Fund
PHOENIX MULTI-PORTFOLIO FUND
Phoenix Emerging Markets Bond Fund
Phoenix International Strategies Fund
Phoenix Real Estate Securities Fund
PHOENIX MULTI-SERIES TRUST
Phoenix High Yield Securities Fund
Phoenix Multi-Sector Fixed Income Fund
Phoenix Multi-Sector Short Term Bond Fund
PHOENIX OPPORTUNITIES TRUST
Phoenix Bond Fund
Phoenix Earnings Driven Growth Fund
Phoenix Growth Opportunities Fund
PHOENIX PHOLIOs
Phoenix Conservative Income PHOLIO
Phoenix Diversifier PHOLIO
Phoenix International PHOLIO
Phoenix Wealth Accumulator PHOLIO
Phoenix Wealth Builder PHOLIO
Phoenix Wealth Guardian PHOLIO
Phoenix Wealth Preserver PHOLIO
PHOENIX PORTFOLIOS
Phoenix Market Neutral Fund
PHOENIX SERIES FUND
Phoenix Balanced Fund
Phoenix Capital Growth Fund
Phoenix Core Bond Fund
Phoenix High Yield Fund
Phoenix Mid-Cap Growth Fund
Phoenix Money Market Fund
PHOENIX STRATEGIC EQUITY SERIES FUND
Phoenix Dynamic Growth Fund
Phoenix Fundamental Growth Fund
Phoenix Strategic Growth Fund

OTHER FUNDAMENTAL RESTRICTION FUNDS (PROPOSALS 3B AND 3C)
- ---------------------------------------------------------

PHOENIX ASSET TRUST
Phoenix Rising Dividends Fund
Phoenix Small-Mid Cap Fund
PHOENIX ADVISER TRUST
Phoenix Focused Value Fund
Phoenix Foreign Opportunities Fund

Changes in the Fundamental Investment Restrictions of the Phoenix Asset Trust
(Proposal 3B):

Investment of More Than 25% of Assets in Companies Engaged in One
Industry
Limits on Borrowing
Issuance of Senior Securities
Underwriting Activities
Purchase and Sale of Real Estate

Investment of Assets in a Single Open-End Investment Company
Change of Status as a Diversified Series
Purchase and Sale of Commodities and Commodities Contracts
Lending Assets

Changes in the Fundamental Investment Restrictions of the Phoenix Adviser Trust
(Proposal 3C):

Investment of More Than 25% of Assets in Companies Engaged in One
Industry
Limits on Borrowing
Issuance of Senior Securities
Underwriting Activities
Purchase and Sale of Real Estate
Lending Assets

INVESTMENT OBJECTIVE FUNDS (PROPOSAL 4)
- ---------------------------------------

PHOENIX ASSET TRUST
Phoenix Rising Dividends Fund
Phoenix Small-Mid Cap Fund
PHOENIX CA TAX-EXEMPT BOND FUND
PHOENIX EQUITY SERIES FUND
Phoenix Growth & Income Fund
PHOENIX EQUITY TRUST
Phoenix Worldwide Strategies Fund
PHOENIX INSTITUTIONAL MUTUAL FUNDS
Phoenix Institutional Bond Fund
PHOENIX INVESTMENT SERIES FUND
Phoenix Income & Growth Fund (Primary Objective)
PHOENIX INVESTMENT TRUST 06
Phoenix All-Cap Growth Fund
Phoenix Nifty Fifty Fund
Phoenix Small-Cap Growth Fund
PHOENIX INVESTMENT TRUST 97
Phoenix Small Cap Value Fund
Phoenix Value Equity Fund
PHOENIX MULTI-PORTFOLIO FUND
Phoenix Emerging Markets Bond Fund
Phoenix International Strategies Fund
Phoenix Real Estate Securities Fund
PHOENIX MULTI-SERIES TRUST
Phoenix Multi-Sector Fixed Income Fund
Phoenix Multi-Sector Short Term Bond Fund
PHOENIX OPPORTUNITIES TRUST
Phoenix Bond Fund
Phoenix Earnings Driven Growth Fund
PHOENIX PHOLIOs
Phoenix Wealth Builder PHOLIO
Phoenix Wealth Guardian PHOLIO

PHOENIX SERIES FUND
Phoenix Balanced Fund
Phoenix Capital Growth Fund
Phoenix Core Bond Fund
Phoenix High Yield Fund
Phoenix Mid-Cap Growth Fund
Phoenix Money Market Fund
PHOENIX STRATEGIC EQUITY SERIES FUND
Phoenix Strategic Growth Fund

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

IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE AND TO ASSURE THAT YOUR SHARES
ARE REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER YOU
PLAN TO ATTEND THE MEETING.

YOU MAY VOTE OVER THE INTERNET, BY TELEPHONE OR MAIL.

TO VOTE OVER THE INTERNET, GO TO THE INTERNET ADDRESS PROVIDED ON YOUR PROXY
CARD AND FOLLOW THE INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE.

TO VOTE BY TELEPHONE, PLEASE CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY
CARD AND FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO
VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. NO
POSTAGE IS REQUIRED IF YOU USE THE ACCOMPANYING ENVELOPE TO MAIL THE PROXY CARD
IN THE UNITED STATES.

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

PHOENIX ADVISER TRUST

PHOENIX ASSET TRUST
(formerly PHOENIX-KAYNE FUNDS)

PHOENIX CA TAX-EXEMPT BOND FUND

PHOENIX EQUITY SERIES FUND

PHOENIX EQUITY TRUST

PHOENIX INSTITUTIONAL MUTUAL FUNDS

PHOENIX INVESTMENT SERIES FUND

PHOENIX INVESTMENT TRUST 97

PHOENIX INVESTMENT TRUST 06
(formerly PHOENIX-ENGEMANN FUNDS)

PHOENIX MULTI-PORTFOLIO FUND

PHOENIX MULTI-SERIES TRUST

PHOENIX OPPORTUNITIES TRUST

PHOENIX PHOLIOs

PHOENIX PORTFOLIOS

PHOENIX SERIES FUND

PHOENIX STRATEGIC EQUITY SERIES FUND

101 Munson Street
Greenfield, Massachusetts 01301
1-800-243-1574

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held on October 31, 2006

To the Shareholders:

NOTICE IS HEREBY GIVEN THAT a special meeting of the shareholders of
Phoenix Adviser Trust, Phoenix Asset Trust, Phoenix CA Tax-Exempt Bond Fund,
Phoenix Equity Series, Phoenix Equity Trust, Phoenix Institutional Mutual Funds,
Phoenix Investment Series Fund, Phoenix Investment Trust 97, Phoenix Investment
Trust 06, Phoenix Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix
Opportunities Trust, Phoenix PHOLIOs, Phoenix Portfolios, Phoenix Series Fund
and Phoenix Strategic Equity Series Fund, each a Delaware statutory trust, and
referred to herein as the "Trusts", will be held at the offices of Phoenix
Investment Partners, Ltd., ("PXP"), 56 Prospect Street, Hartford, Connecticut,
06103, on October 31, 2006 at 2:00 p.m. Eastern Time and any adjournments
thereof (the "Meeting"). Each series of a Trust is referred to as a "Fund" and,
collectively, as the "Funds" unless otherwise specified. The Funds identified in
Proposal 2 of the Proxy Statement are referred to herein as the
"Manager-of-Managers Funds." The Funds identified in Proposal 3 of the Proxy
Statement are referred to herein as the "Fundamental Restriction Funds." The
Funds identified in Proposal 4 of the Proxy Statement are referred to herein as
the "Investment Objective Funds." The Meeting will be held for the following
purposes:

1. To elect eleven Trustees to serve on the Board of Trustees
until the next meeting of shareholders at which Trustees are
elected (Proposal 1). Shareholders of all of the Funds will
vote on this proposal.

2. To approve a proposal to permit PIC to hire and replace
subadvisers or to modify subadvisory agreements without
shareholder approval (Proposal 2). Shareholders of the
Manager-of-Managers Funds will vote on this proposal.

3. To approve a proposal to remove certain fundamental investment
restrictions from the Funds. Shareholders of the specified
Fundamental Restriction Funds will vote on these proposals, as
applicable.

o Proposal 3A: To approve the removal of fundamental
restrictions with respect to loans.

o Proposal 3B: To approve changes in the fundamental
investment restrictions of the Phoenix Asset Trust to
conform to the standard fundamental investment
restrictions of the Phoenix Funds.

o Proposal 3C: To approve changes in the fundamental
investment restrictions of the funds of the Phoenix
Adviser Trust to conform to the standard fundamental
investment restrictions of the Phoenix Funds.

4. To approve a proposal to reclassify the investment objective
of the Investment Objective Funds from fundamental to
non-fundamental (Proposal 4). Shareholders of the Investment
Objective Funds will vote on this proposal.

5. To approve a proposal to ratify the appointment of
PricewaterhouseCoopers LLC as the independent registered
public accounting firm for the Trusts (Proposal 5).
Shareholders of all of the Funds will vote on this proposal.

6. To transact any other business that may properly come before
the Meeting.

The Board of Trustees has fixed the close of business on August 11,
2006 as the record date for determination of shareholders entitled to notice of
and to vote at the Meeting.

Whether or not you plan to attend the Meeting in person, please vote
your shares. As a convenience to our shareholders, you may now vote in any one
of four ways:

o THROUGH THE INTERNET - https://vote.proxy-direct.com

o BY TELEPHONE -1-866-241-6192

o BY MAIL - using the enclosed proxy card(s) and postage paid
envelope

o IN PERSON - at the Meeting

We encourage you to vote by Internet or telephone; have your proxy card
in hand and go to the web site or call the number and follow the instructions
given there. Use of Internet or telephone voting will reduce the time and cost
associated with this proxy solicitation. Whichever method you choose, please
read the enclosed Proxy Statement carefully before you vote.

If you sign, date, and return the proxy card but give no voting
instructions, your shares will be voted "FOR" the proposals described above.

By order of the Board of Trustees

/s/ Kevin J. Carr, Esq.
Title: Secretary

September 1, 2006

SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO
VOTE BY THE INTERNET OR BY TELEPHONE OR TO COMPLETE, SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN
THE UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF THE PROXY WITH
RESPECT TO INTERNET VOTING OR TELEPHONE ARE SET FORTH ON THE PROXY CARD.
INSTRUCTIONS FOR SIGNING PROXY CARDS IF MAILING IMMEDIATELY FOLLOW THIS NOTICE.
IT IS IMPORTANT THAT THE PROXY BE VOTED PROMPTLY.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense involved in validating your
vote if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration on
the proxy card.

3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:

Registration Valid Signature
------------ ---------------

Corporate Accounts

(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee

Trust Accounts

(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78 Jane B. Doe

Custodial or Estate Accounts

(1) John B. Smith, Cust. f/b/o
John B. Smith, Jr. UGMA John B. Smith
(2) Estate of John B. Smith John B. Smith, Jr., Executor

PHOENIX ADVISER TRUST

PHOENIX ASSET TRUST
(formerly PHOENIX-KAYNE FUNDS)

PHOENIX CA TAX-EXEMPT BOND FUND

PHOENIX EQUITY SERIES FUND

PHOENIX EQUITY TRUST

PHOENIX INSTITUTIONAL MUTUAL FUNDS

PHOENIX INVESTMENT SERIES FUND

PHOENIX INVESTMENT TRUST 97

PHOENIX INVESTMENT TRUST 06
(formerly PHOENIX-ENGEMANN FUNDS)

PHOENIX MULTI-PORTFOLIO FUND

PHOENIX MULTI-SERIES TRUST

PHOENIX OPPORTUNITIES TRUST

PHOENIX PHOLIOs

PHOENIX PORTFOLIOS

PHOENIX SERIES FUND

PHOENIX STRATEGIC EQUITY SERIES FUND

101 Munson Street
Greenfield, Massachusetts 01301
1-800-243-1574

SPECIAL MEETING OF SHAREHOLDERS
To be held on October 31, 2006

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of Phoenix Adviser Trust, Phoenix Asset
Trust, Phoenix CA Tax-Exempt Bond Fund, Phoenix Equity Series, Phoenix Equity
Trust, Phoenix Institutional Mutual Funds, Phoenix Investment Series Fund,
Phoenix Investment Trust 97, Phoenix Investment Trust 06, Phoenix
Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix Opportunities Trust,
Phoenix PHOLIOs, Phoenix Portfolios, Phoenix Series Fund and Phoenix Strategic
Equity Series Fund, each a Delaware statutory trust and referred to herein as
the "Trusts." Each series of a Trust is referred to as a "Fund" and,
collectively, as the "Funds" unless otherwise specified. The Funds identified in
Proposal 2 of the Proxy Statement are referred to herein as the
"Manager-of-Managers Funds." The Funds identified in Proposal 3 of the Proxy
Statement are referred to herein as the "Fundamental Restriction Funds." The
Funds identified in Proposal 4 of the

Proxy Statement are referred to herein as the "Investment Objective Funds." The
proxies will be used at the special meeting of shareholders to be held at 56
Prospect Street, Hartford, Connecticut 06103 on October 31, 2006 at 2 p.m.
Eastern Time (the "Meeting") and any adjournment(s) thereof. The Meeting will be
held at the offices of Phoenix Investment Partners, Ltd. for the purposes set
forth in the accompanying Notice of Special Meeting of Shareholders. This Proxy
Statement, the Notice of Special Meeting and the proxy card(s) are first being
mailed to shareholders on or about September 1, 2006 or as soon as practicable
thereafter. The close of business on August 11, 2006 has been fixed as the
record date (the "Record Date") for the determination of shareholders entitled
to receive notice of and to vote at the Meeting. Each shareholder shall be
entitled to one vote for each dollar of net asset value (determined as of the
Record Date) of each share owned by such shareholder on any matter on which such
shareholder is entitled to vote and each fractional dollar amount shall be
entitled to a proportionate fractional vote. The number of shares outstanding on
the Record Date is listed on Appendix A attached to this Proxy Statement.

Copies of the Trust's most recent annual and/or semi-annual reports are
available free of charge via the Internet at www.PhoenixFunds.com, by calling
1-800-243-1574, or by writing Phoenix Funds, P.O. Box 8301, Boston, MA
02266-8301.

It is expected that the solicitation of proxies will be primarily by
mail. Supplementary solicitations may be made by mail, telephone, facsimile,
Internet or personal contact by representatives of the Trusts. Computershare
Fund Services, Inc. ("CFS") has been engaged to assist in the distribution and
tabulation of proxies and to assist in the solicitation of proxies. The
anticipated cost of such solicitation services is approximately in the range of
$486,500 to $758,000. The costs associated with this Proxy Statement will
substantially all be borne proportionately by the Funds, with a small portion
being paid by Phoenix Investment Partners, Ltd., parent of the Funds' investment
adviser.

Any shareholder submitting a proxy has the power to revoke it prior to
its use by executing a superseding proxy to the Trust by the Internet or
telephone, by mailing a notice of revocation to the Secretary at the principal
office of the Trusts or by attending and voting in person at the Meeting. All
properly executed but unmarked proxies received before the Meeting will be voted
FOR the approval of all of the proposals contained in this Proxy Statement.

Thirty-three and one-third percent (33 1/3%) of the outstanding shares
of each Fund must be present in person or by proxy to constitute a quorum for
the transaction of business for such Fund. If the necessary quorum to transact
business or the vote required to approve the proposals is not obtained at the
Meeting, the persons named as proxies on the proxy card may propose one or more
adjournments of the Meeting, in accordance with applicable law, to permit the
further solicitation of proxies. Any such adjournment would require the
affirmative vote of a majority of the shares voting on the adjournment. The
persons named as proxies will vote those proxies that are entitled to vote in
favor of the proposals, and all properly executed but unmarked proxies, in favor
of such adjournment, and will vote against any such adjournment those proxies
that they have been instructed to vote against the proposals. Proxies received
with an instruction to abstain from voting will abstain from voting on any
adjourned proposal. A vote may be taken on any of the proposals in this Proxy
Statement prior to any such adjournment if sufficient votes have been received
for approval.

Votes cast by proxy or in person at the Meeting will be counted by
persons appointed by the Funds as inspectors of election for the meeting. The
inspectors of election will count the total number of votes cast "for" approval
of a proposal for purposes of determining whether sufficient affirmative votes
have been cast. Shares represented by proxies that reflect abstentions and
"broker non-votes" (i.e., shares held by brokers or nominees as to which (i)
instructions have not been received from the beneficial owners or the persons
entitled to vote and (ii) the broker or nominee does not have the discretionary

voting power on a particular matter) will be counted as shares that are present
and entitled to vote on the matter for purposes of determining the presence of a
quorum.

With respect to the election of Trustees (Proposal 1) and with respect
to the ratification of the independent registered accounting firm for the Trusts
(Proposal 5), neither abstentions nor broker non-votes have an effect on the
outcome of the proposal. With respect to every other proposal, abstentions and
broker non-votes have the effect of a negative vote on the proposal. Treating
broker non-votes as shares voted against a proposal may result in a proposal not
being approved, even though the votes cast in favor of the proposal would have
been sufficient to approve the proposal if some or all of the broker non-votes
had been withheld. In certain circumstances in which a Fund has received
sufficient votes to approve a matter being recommended for approval by the Board
of Trustees, the Fund may require that brokers and nominees, in their
discretion, withhold submission of broker non-votes in order to avoid the need
for the solicitation of additional votes in favor of the proposal. A Fund may
also request that selected brokers and nominees, in their discretion, submit
broker non-votes if doing so is necessary to obtain a quorum.

Proposals 1 and 5 will be voted on by shareholders of the Funds.
Proposal 2 will be voted on by shareholders of the Manager-of-Managers Funds
voting at the Trust level. Proposal 3 will be voted on by shareholders of the
Fundamental Restriction Funds. Proposal 4 will be voted on by shareholders of
the Investment Objective Funds.

BOARD OF TRUSTEES RECOMMENDATION

Each Board of Trustees met on February 16, 2006 and March 23, 2006 to
discuss the proposals contained in this Proxy Statement. Each Board voted
unanimously to approve the proposals. EACH BOARD OF TRUSTEES RECOMMENDS THAT YOU
VOTE "FOR" EACH OF THE NOMINEES NAMED IN PROPOSAL 1 AND "FOR" ALL OF THE
PROPOSALS CONTAINED IN THIS PROXY STATEMENT.

PROPOSAL 1:
TO ELECT ELEVEN TRUSTEES TO THE BOARD OF TRUSTEES

At the Meeting, shareholders will vote on a proposal to elect eleven
nominees to serve as Trustees of the Trusts. None of the Trusts' Declarations of
Trust requires the annual election of Trustees. Under Section 16 of the
Investment Company Act of 1940, as amended (the "1940 Act"), at least two-thirds
(2/3) of the trustees of a trust must have been elected by shareholders. In
November 2004, a Trustee was appointed as Trustee to the Trusts. In late 2005,
it came to the attention of PIC that this appointment inadvertently caused all
but five of the Trusts to be under the two-thirds (2/3) ratio. The Trusts under
the two-thirds (2/3) ratio were Phoenix CA Tax-Exempt Bond Fund, Phoenix Equity
Series Fund, Phoenix Equity Trust, Phoenix Institutional Mutual Funds, Phoenix
Investment Series Fund, Phoenix Investment Trust 97, Phoenix Multi-Portfolio
Fund, Phoenix Multi-Series Trust, Phoenix PHOLIOs, Phoenix Series Fund and
Phoenix Strategic Equity Series Fund. At a meeting of the Boards of Trustees
held February 16, 2006, the Boards of the Trusts under the two-thirds (2/3)
ratio were informed that a shareholder meeting would be necessary before the
Trustee and any new nominees could serve as such. At the meeting, the Boards
determined that the Trustee would immediately become a consulting committee
member of the Board and of the Governance and Nominating Committee for Phoenix
CA Tax-Exempt Bond Fund, Phoenix Equity Series Fund, Phoenix Equity Trust,
Phoenix Institutional Mutual Funds, Phoenix Investment Trust 97, Phoenix
Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix PHOLIOs, Phoenix
Portfolios, Phoenix Series Fund and Phoenix Strategic Equity Series Fund. The
Boards also agreed to accept the Trustee's resignation for the appropriate
Trusts and to appoint him as a consulting committee member to those Trusts. The
Boards also determined that, due to his many contributions to the Board and
Governance and Nominating Committee governance process that the

consulting committee compensation should be the same as what he had previously
received as a Board member. Management further informed the Boards that it had
reviewed all matters in which he had voted and had determined that even without
his vote, all votes were properly taken.

NOMINEES

The Trustees who are not "interested persons" as defined in the 1940
Act ("the Disinterested Trustees") have approved fixing the number of Trustees
at eleven and have recommended and nominated eleven candidates to fill the
Trustees' positions on the Boards of Trustees (the "Nominees"). Each of the
Nominees currently serves on the Board of each of the Trusts, with the exception
of Daniel T. Geraci, who serves as President of all of the Trusts and as Trustee
of certain of the Trusts and Ferdinand L. J. Verdonck, who serves as a
consultant to and as a Trustee of certain of the Trusts. Phoenix Investment
Counsel, Inc. ("PIC") is the investment adviser of each Trust. The persons named
in the enclosed proxy intend, unless authority is withheld, to vote for the
election as Trustees of the Nominees named below. The Board recommends that the
shareholders elect the persons who they have nominated for election.

Each of the Nominees has agreed to serve as a Trustee if elected. If,
at the time of the Meeting, any Nominee should be unavailable for election
(which is not presently anticipated), the persons named as proxies may vote for
other persons in their discretion. Trustees will hold office until the earlier
of their death, resignation, removal or retirement, or the next meeting of
shareholders at which Trustees are elected and the selection and qualification
of their successors.

The following table sets forth the names, dates of birth, principal
occupations and other information relating to the Nominees. There is no stated
term of office for Trustees.

DISINTERESTED NOMINEES

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

E. Virgil Conway Nominee 71 Chairman, Rittenhouse Advisors, LLC
Rittenhouse Advisors, Currently Trustee of: (consulting firm) ( 2001-
LLC Phoenix Adviser Trust, since present). Trustee/Director,
101 Park Avenue 2005. Phoenix Fund Complex (1983-
New York, NY 10178 Phoenix Asset Trust, since 2002. present), Realty Foundation of New
DOB: 8/2/29 Phoenix CA Tax-Exempt Bond Fund, York (1972-present), Josiah Macy,
since 1988. Jr., Foundation (Honorary)
Phoenix Equity Series Fund, (2004-present), Pace University
since 1997. (Director/Trustee Emeritus)
Phoenix Equity Trust, since 1993. (2003-present), Greater New York
Phoenix Institutional Mutual Councils, Boy Scouts of America
Funds, since 1996. (1985-present), The Academy of
Phoenix Investment Series Fund, Political Science (Vice Chairman)
since 1988. (1985-present), Urstadt Biddle
Phoenix Investment Trust 06, Property Corp. (1989-present),
since 2005. Colgate University (Trustee
Phoenix Investment Trust 97, Emeritus) (2004-present).
since 1997. Director/Trustee, The Harlem Youth
Phoenix Multi-Portfolio Fund, Development Foundation, (Chairman)
since 1993. (1998-2002), Metropolitan
Phoenix Multi-Series Trust, Transportation Authority (Chairman)
since 1993. (1992-2001), Trism, Inc.
Phoenix Opportunities Trust, (1994-2001), Consolidated Edison
since 2000. Company of New York, Inc.
Phoenix PHOLIOs, since 1996. (1970-2002), Atlantic Mutual
Phoenix Portfolios, since 2004. Insurance Company (1974-2002),
Phoenix Series Fund, since 1993. Centennial Insurance Company
Phoenix Strategic Equity Series (1974-2002), Union Pacific Corp.
Fund, since 1988. (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 Nominee 71 Retired. Trustee/Director, Phoenix
The Flat, Elmore Court Currently Trustee of: Fund Complex (1983-present).
Elmore, GL0S, GL2 3NT Phoenix Adviser Trust, since 2005.
U.K. Phoenix Asset Trust, since 2002.
DOB: 8/9/29 Phoenix CA Tax-Exempt Bond Fund,
since 1988.
Phoenix Equity Series Fund,
since 1997.
Phoenix Equity Trust, since

DISINTERESTED NOMINEES

1993.
Phoenix Institutional Mutual
Funds, since 1996.
Phoenix Investment Series Fund,
since 1988.
Phoenix Investment Trust 06,
since 2005.
Phoenix Investment Trust 97,
since 1997.
Phoenix Multi-Portfolio Fund,
since 1993.
Phoenix Multi-Series Trust,
since 1993.
Phoenix Opportunities Trust,
since 1999.
Phoenix PHOLIOs, since 1996.
Phoenix Portfolios, since 2004.
Phoenix Series Fund, since 1993.
Phoenix Strategic Equity Series
Fund, since 1988.

Francis E. Jeffries Nominee 72 Director, The Empire District
8477 Bay Colony Dr. #902 Currently Trustee of: Electric Company (1984-2004).
Naples, FL 34108 Phoenix Adviser Trust, since Trustee/Director, Phoenix Fund
DOB: 9/23/30 2005. Complex (1987-present).
Phoenix Asset Trust, since 2002.
Phoenix CA Tax-Exempt Bond Fund,
since 1995.
Phoenix Equity Series Fund,
since 1997.
Phoenix Equity Trust, since 1995.
Phoenix Institutional Mutual
Funds, since 1996.
Phoenix Investment Series Fund,
since 1995.
Phoenix Investment Trust 06,
since 2005.
Phoenix Investment Trust 97,
since 1997.
Phoenix Multi-Portfolio Fund,
since 1995.
Phoenix Multi-Series Trust,
since 1995.
Phoenix Opportunities Trust,
since 2005.
Phoenix PHOLIOs, since 1996.

DISINTERESTED NOMINEES

Phoenix Portfolios, since 2004.
Phoenix Series Fund, since 1995.
Phoenix Strategic Equity Series
Fund, since 1995.

Leroy Keith, Jr. Nominee 69 Partner, Stonington Partners, Inc.
Stonington Partners, Currently Trustee of: (private equity fund) (2001-
Inc. Phoenix Adviser Trust, since present). Director/Trustee,
736 Market Street, 2005. Evergreen Funds (six portfolios).
Ste. 1430 Phoenix Asset Trust, since 2005. Trustee, Phoenix Fund Complex
Chattanooga, TN 37402 Phoenix CA Tax-Exempt Bond Fund, (1980-present). Director,
DOB: 2/14/39 since 1993. Diversapak (2002- present). Obaji
Phoenix Equity Series Fund, Medical Products Company (2002-
since 1997. present). Director, Lincoln
Phoenix Equity Trust, since 1993. Educational Services (2002-2004).
Phoenix Institutional Mutual Chairman, Carson Products Company
Funds, since 1996. (cosmetics) (1998-2000).
Phoenix Investment Series Fund,
since 1993.
Phoenix Investment Trust 06,
since 2005.
Phoenix Investment Trust 97,
since 1997.
Phoenix Multi-Portfolio Fund,
since 1987.
Phoenix Multi-Series Trust,
since 1993.
Phoenix Opportunities Trust,
since 2005.
Phoenix PHOLIOs, since 1996.
Phoenix Portfolios, since 2004.
Phoenix Series Fund, since 1980.
Phoenix Strategic Equity Series
Fund, since 1993.

Geraldine M. McNamara Nominee 71 Managing Director, U.S. Trust
U.S. Trust Company of Currently Trustee of: Company of New York (1982-2006).
New York Phoenix Adviser Trust, since Trustee/Director, Phoenix Fund
11 West 54th Street 2005. Complex (2001-present).
New York, NY 10019 Phoenix Asset Trust, since 2002.
DOB: 4/17/51 Phoenix CA Tax-Exempt Bond Fund,
since 2001.
Phoenix Equity Series Fund,
since 2001.
Phoenix Equity Trust, since

DISINTERESTED NOMINEES

2001.
Phoenix Institutional Mutual
Funds, since 2001.
Phoenix Investment Series Fund,
since 2001.
Phoenix Investment Trust 06,
since 2005.
Phoenix Investment Trust 97,
since 2001.
Phoenix Multi-Portfolio Fund,
since 2001.
Phoenix Multi-Series Trust,
since 2001.
Phoenix Opportunities Trust,
since 2001.
Phoenix PHOLIOs, since 2001.
Phoenix Portfolios, since 2004.
Phoenix Series Fund, since 2001.
Phoenix Strategic Equity Series
Fund, since 2001.

James M. Oates Nominee 69 Chairman, Hudson Castle Group, Inc.
c/o Northeast Partners Currently Trustee of: (Formerly IBEX Capital Markets,
150 Federal Street, Phoenix Adviser Trust, since Inc.) (financial services)
Suite 1000 2005. (1997-present). Trustee/Director
Boston, MA 02110 Phoenix Asset Trust, since 2005. Phoenix Funds Complex (1987-
DOB: 5/31/46 Phoenix CA Tax-Exempt Bond Fund, present). Managing Director Wydown
since 1993. Group (consulting firm)
Phoenix Equity Series Fund, (1994-present). Director, Investors
since 1997. Financial Service Corporation
Phoenix Equity Trust, since 1993. (1995-present), Investors Bank &
Phoenix Institutional Mutual Trust Corporation (1995-present),
Funds, since 1996. Stifel Financial (1996-present),
Phoenix Investment Series Fund, Connecticut River Bancorp
since 2005. (1998-present), Connecticut River
Phoenix Investment Trust 06, Bank (1999-present), Trust Company
since 2005. of New Hampshire (2002-present).
Phoenix Investment Trust 97, Chairman, Emerson Investment
since 1997. Management, Inc. (2000-present).
Phoenix Multi-Portfolio Fund, Independent Chairman, John Hancock
since 1987. Trust (since 2005), Trustee, John
Phoenix Multi-Series Trust, Hancock Funds II and John Hancock
since 1993. Funds III (since 2005). Trustee,
Phoenix Opportunities Trust, John Hancock Trust (2004- 2005).
since 2005. Director/Trustee, AIB Govett Funds
Phoenix PHOLIOs, since 1996. (six portfolios) (1991-2000),

DISINTERESTED NOMINEES

Phoenix Portfolios, since 2004. Command Systems, Inc. (1998-2000),
Phoenix Series Fund, since 1993. Phoenix Investment Partners, Ltd.
Phoenix Strategic Equity Series (1995-2001), 1Mind, Inc. (formerly
Fund, since 1993. 1Mind.com) (2000- 2002), Plymouth
Rubber Co. (1995-2003). Director
and Treasurer, Endowment for
Health, Inc. (2000-2004).

Richard E. Segerson Nominee 69 Managing Director, Northway
Northway Management Currently Trustee of: Management Company (1998-present).
Company LLC Phoenix Adviser Trust, since Trustee/Director, Phoenix Funds
164 Mason Street 2005. Complex (1983-present).
Greenwich, CT 06830 Phoenix Asset Trust, since 2005.
DOB: 2/16/46 Phoenix CA Tax-Exempt Bond Fund,
since 1988.
Phoenix Equity Series Fund,
since 1997.
Phoenix Equity Trust, since 1993.
Phoenix Institutional Mutual
Funds, since 1996.
Phoenix Investment Series Fund,
since 1988.
Phoenix Investment Trust 06,
since 2005.
Phoenix Investment Trust 97,
since 1997.
Phoenix Multi-Portfolio Fund,
since 1993.
Phoenix Multi-Series Trust,
since 1993.
Phoenix Opportunities Trust,
since 2005.
Phoenix PHOLIOs, since 1996.
Phoenix Portfolios, since 2004.
Phoenix Series Fund, since 1993.
Phoenix Strategic Equity Series Fund,
since 1988.

Ferdinand L. J. Verdonck Nominee 30 Director, Banco Urguijo
Nederpolder, 7 Currently Trustee of: (Chairman) (1998-present).
B-9000 Gent, Belgium Phoenix Adviser Trust, since Trustee, Phoenix Fund Complex
DOB: 7/30/42 2004. (2002-present). Director EASDAQ
Phoenix Asset Trust, since 2004. (Chairman) (2001-present), The JP
Phoenix Investment Trust 06, Morgan Fleming Continental
since 2004. European Investment Trust (1998-

DISINTERESTED NOMINEES

present), Groupe SNEF
Phoenix Opportunities Trust, (1992-present), Santans N.V., Laco
since 2004. N.V. (1999- present). Managing
Phoenix Portfolios, since 2004. Director, Almanij N.V. (1992-2003).
Consultant to Phoenix CA Director, KBC Bank and Insurance
Tax-Exempt Bond Fund, Phoenix Holding Company (Euronext)
Equity Series, Phoenix Equity (1992-2003), KBC Bank (1992-2003),
Trust, Phoenix Institutional KBC Insurance (1992-2003),
Mutual Funds, Phoenix Investment Kredietbank, S.A. Luzembougeoise
Series Fund, Phoenix Investment (1992-2003), Investco N.V.
Trust 97, Phoenix (1992-2003), Gevaert N.V.
Multi-Portfolio Fund, Phoenix (1992-2003), Fidea N.V.
Multi-Series Trust, Phoenix (1992-2003), Almafin N.V.
PHOLIOs, Phoenix Series Fund and (1992-2003), Centea N.V.
Phoenix Strategic Equity Series (1992-2003), Dutch Chamber of
since 2006. Commerce for Belgium and Luxemburg
(1995-2001), Phoenix Investment
Partners, Ltd. (1995-2001).
Director, Degussa Antwerpen N.V.
(1998-2004).

INTERESTED NOMINEES

*Daniel T. Geraci Nominee 30 Executive Vice President, Asset
DOB: 6/12/57 Currently Trustee of: Management, The Phoenix Companies,
Phoenix Adviser Trust, since Inc. (2003- present). Director,
2004. Chairman, President and Chief
Phoenix Asset Trust, since 2004. Executive Officer, Phoenix
Phoenix Investment Trust 06, Investment Partners, Ltd. (2003-
since 2004. present). President, Phoenix Equity
Phoenix Opportunities Trust, Planning Corporation (2005-
since 2004. present). President, DPCM Holding,
Phoenix Portfolios, since 2004. 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

INTERESTED NOMINEES

Chairman, PXP Institutional Markets
Group, Ltd. (2003-present).
Director and President, Rutherford
Financial Corporation (2003-
present). Director, DPCM Holding,
Inc. (2003- present). President,
Phoenix Zweig Advisors, LLC (2003-
present). Director and Chairman,
Phoenix Equity Planning Corporation
(2003-present). Director and
Chairman, Duff & Phelps Investment
Management Company (2003-present).
Director, Capital West Asset
Management, LLC (2003- present)
Chief Executive Officer and
President, The Zweig Fund, Inc. and
the Zweig Total Return Fund, Inc.
(2004-present). President, the
Phoenix Fund Complex (2004-
present). Chief Sales and Marketing
Officer, Phoenix Equity Planning
Corporation (2003- 2005). President
and Chief Executive Officer of
North American investment
operations, Pioneer Investment
Management USA, Inc. (2001-2003).
President of Private Wealth
Management Group & Fidelity
Brokerage Company, Fidelity
Investments (1996-2001).

**Marilyn E. LaMarche Nominee 69 Limited Managing Director, Lazard
Lazard Freres & Co. LLC Currently Trustee of: Freres & Co. LLC (1997-present).
30 Rockefeller Plaza, Phoenix Adviser Trust, since Trustee/Director, Phoenix Fund
59th Floor 2005. Complex (2002- present). Director,
New York, NY 10020 Phoenix Asset Trust, since 2002. The Phoenix Companies, Inc.
DOB: 5/11/34 Phoenix CA Tax-Exempt Bond Fund, (2001-2005) and Phoenix Life
since 2002. Insurance Company (1989-2005).
Phoenix Equity Series Fund,
since 2002.
Phoenix Equity Trust, since 2002.
Phoenix Institutional Mutual
Funds, since 2002.
Phoenix Investment Series Fund,
since 2002.
Phoenix Investment Trust 06,
since 2005.

INTERESTED NOMINEES

Phoenix Investment Trust 97,
since 2002.
Phoenix Multi-Portfolio Fund,
since 2002.
Phoenix Multi-Series Trust,
since 2002.
Phoenix Opportunities Trust,
since 2005.
Phoenix PHOLIOs, since 2002.
Phoenix Portfolios, since 2004.
Phoenix Series Fund, since 2002.
Phoenix Strategic Equity Series
Fund, since 2002.

***Philip R. McLoughlin Nominee 97 Director, PXRE Corporation
200 Bridge Street Currently Trustee/Chairman of: (Reinsurance) (1991-present), World
Chatham, MA 02633 Phoenix Adviser Trust, since Trust Fund (1991-present).
DOB: 10/23/46 2005. Director/Trustee, Phoenix Fund
Phoenix Asset Trust, since 2002. Complex (1989-present). Management
Phoenix CA Tax-Exempt Bond Fund, Consultant (2002-2004), Chairman
since 1993. (1997-2002), Chief Executive
Phoenix Equity Series Fund, Officer (1995-2002), Director
since 1997. (1995-2002), Phoenix Investment
Phoenix Equity Trust, since 1993. Partners, Ltd. Director and
Phoenix Institutional Mutual Executive Vice President, The
Funds, since 1996. Phoenix Companies, Inc.
Phoenix Investment Series Fund, (2000-2002). Director (1994-2002)
since 1993. and Executive Vice President,
Phoenix Investment Trust 06, Investments (1987-2002), Phoenix
since 2000. Life Insurance Company. Director
Phoenix Investment Trust 97, (1983-2002) and Chairman
since 1997. (1995-2002), Chairman (2000-2002)
Phoenix Multi-Portfolio Fund, and President (1990- 2000), Phoenix
since 1989. Equity Planning Corporation.
Phoenix Multi-Series Trust, Chairman and President,
since 1993. Phoenix/Zweig Advisers LLC
Phoenix Opportunities Trust, (2001-2002). Director (2001-2002)
since 1999. and President (April
Phoenix PHOLIOs, since 1996. 2002-September 2002), Phoenix
Phoenix Portfolios, since 1993. Investment Management Company.
Phoenix Series Fund, since 1989. Director and Executive Vice
Phoenix Strategic Equity Series President, Phoenix Life and Annuity
Fund, since 1993. Company (1996-2002). Director
(1995-2002) and Executive Vice
President (1994-2002) and Chief
Investment Counsel (1994-2002),
PHL Variable Insurance

INTERESTED NOMINEES

Company. Director, Phoenix National
Trust Holding Company (2001-2002).
Director (1985-2002) and Vice
President (1986-2002) and Executive
Vice President (April 2002-September
2002), PM Holdings, Inc. Director,
WS Griffith Associates, Inc.
(1995-2002). Director, WS Griffith
Securities, Inc. (1992-2002).

*Mr. Geraci is an "interested person" as defined in the 1940 Act, by reason of
his position with Phoenix Investment Partners, Ltd. and its affiliates.

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

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

RELATIONSHIPS OF CERTAIN NOMINEES

Under applicable requirements, each disinterested Nominee (or an
immediate family member thereof) who had any direct or indirect interest, the
value of which exceeds $60,000, during the two most recently completed calendar
years, in the Trusts' investment advisers, the principal underwriter of the
Trusts, Phoenix Equity Planning Corporation, or any entity controlling,
controlled by or under common control with PIC or Phoenix Equity Planning
Corporation (not including registered investment companies) must disclose any
such relationship.

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

NOMINEE OWNERSHIP OF EQUITY SECURITIES

Set forth in Appendix B attached to this Proxy Statement for each
Nominee is a dollar range of equity securities of the Trusts, together with the
aggregate dollar range of equity securities in certain registered investment
companies, including the Trusts, managed by PIC or an affiliate and held out to
investors as related companies for purposes of investment and investor services
(the "Family of Investment Companies"), as of December 31, 2005.

No Disinterested Trustee, or any immediate family member of such
person, owns securities in the Funds' investment adviser, or a person directly
or indirectly controlling, controlled by, or under common control with the
Funds' investment adviser.

COMPENSATION OF CURRENT TRUSTEES

During the calendar year ended December 31, 2005, the Nominees who were
not previously Trustees received no compensation from the Trusts. The Nominees
who are currently Trustees received the compensation set forth in Appendix C
attached to this Proxy Statement. Mr. Geraci receives no compensation from the
Trusts.

CURRENT BOARD COMMITTEES AND MEETINGS

Each Board of Trustees has established an Audit Committee. The
Committee reviews the Trust's financial reporting procedures, their system of
internal control and the independent audit process. The Audit Committee
currently consists of E. Virgil Conway, Chair, Harry Dalzell-Payne, Francis E.
Jeffries, Dr. Leroy Keith, Jr., Geraldine M. McNamara, James M. Oates and
Richard E. Segerson, each of whom is a Disinterested Trustee.

Each Board of Trustees has established a Governance and Nominating
Committee. The Governance and Nominating Committee identifies, evaluates and
ultimately selects nominees for election to the Board. The Committee is also
charged with the responsibility of developing and recommending to the Board a
set of governance principles applicable to the Trusts. Each Board of Trustees
has adopted a formal, written Governance and Nominating Committee charter, a
copy of which can be found on our web site at www.PhoenixFunds.com. The
Governance and Nominating Committee currently consists of Dr. Leroy Keith, Jr.,
Chair, E. Virgil Conway, Harry Dalzell-Payne, Geraldine M. McNamara and James M.
Oates, each of whom is a Disinterested Trustee.

Each Board of Trustees has established an Executive and Compliance
Committee. The Executive and Compliance Committee assists the Board of Trustees
in effectively performing its functions. It is the responsibility of the
Committee to facilitate efficient management of the Trusts by exercising all
powers of the Board which may be lawfully delegated when the Board is not in
session, subject to certain limitations. The Executive and Compliance Committee
currently consists of Philip R. McLoughlin, Chair, E. Virgil Conway, Harry
Dalzell-Payne, Dr. Leroy Keith, Jr., Geraldine M. McNamara, and James M. Oates.
Except for Mr. McLoughlin, each member of the Executive and Compliance Committee
is a Disinterested Trustee.

During the calendar year ended December 31, 2005, the Boards' of
Trustees met four times and also held four special meetings. The Audit
Committees met four times. The Governance and Nominating Committees met four
times. The Executive and Compliance Committees met four times and held seven
special meetings.

Each Trustee was present for at least 75% of the total number of
meetings of each Board, or of the Board and Audit Committee, Governance and
Nominating Committee, and Executive and Compliance Committee.

The Disinterested Trustees have established a formal policy regarding
consideration of any Trustee candidates recommended by shareholders. The
Governance and Nominating Committee will consider nominations for Board members
from shareholders who have individually held 5% of the shares of a Fund of a
Trust for at least one year. Shareholders wishing to submit candidate
recommendations for future consideration should send a letter to: Governance and
Nominating Committee, The Phoenix Funds, One American Row, Hartford, Connecticut
06102-5056, Attention: Secretary. Shareholders who wish to propose a candidate
for nomination as a Trustee must include the following information with their
submission: evidence of the proposing party's share ownership, the name of the
proposed candidate, the proposed candidate's biographical information, including
business experience for the past ten years, a

description of the qualifications of the proposed nominee, a statement as to
whether the candidate qualifies as a Disinterested Trustee and the candidate's
written consent to serve as a Trustee, if elected.

Each Governance and Nominating Committee has set out specific, minimum
qualifications that must be met by a candidate for consideration for a position
on the Board. The Committee has determined that Trustee nominees must qualify
for service on the Board under all applicable laws and regulations and must not
be within five years of the retirement age for Trustees (January 1 of the year
following his or her 72nd birthday). With respect to Disinterested Trustees,
nominees shall be independent of the Trusts' investment advisers and other
principal service providers and shall not be an "interested person" as that term
is defined in the 1940 Act. Further, nominees who would be Disinterested
Trustees must qualify for service on the Audit Committee. In evaluating and
nominating candidates, including candidates recommended by shareholders, the
Governance and Nominating Committee shall consider such factors as: (a) whether
the proposed nominee serves on boards of or is otherwise affiliated with
competing financial service organizations or their related fund complexes or
companies in which the Trusts may invest, (b) whether the proposed nominee is
able to and intends to commit the time necessary for the performance of Trustee
duties, (c) the integrity and character of the proposed nominee, (d) the
proposed nominee's compatibility with the current Board and (e) such other
factors as the Governance and Nominating Committee deem relevant. Third party
search firms may be retained to find Trustee nominees.

Each Board has established a formal process for shareholders to send
communications to the Board. Interested parties who would like to communicate
with the Board as a whole should send a letter to the following address: Board
of Trustees, The Phoenix Funds, One American Row, Hartford, Connecticut
06102-5056, Attention: Secretary. Shareholders who wish to send a communication
to an individual member of the Board or to a Committee of the Board should
address such communication accordingly to the same address. After reviewing the
communication, the Secretary will forward the communication to the Board or to
the individual Trustee or Committee to which the communication is addressed.

EXECUTIVE OFFICERS

The table in Appendix D sets forth certain information about the
Executive Officers of the Trusts.

INVESTMENT ADVISERS, UNDERWRITER
AND ADMINISTRATOR

Each Trust's investment adviser is Phoenix Investment Counsel, Inc., 56
Prospect Street, Hartford, Connecticut 06115-0480. Information regarding the
Funds' subadvisers is set forth in Appendix E hereto.

Phoenix Equity Planning Corporation, 56 Prospect Street, P.O. Box
150480, Hartford, Connecticut 06115-0480, serves as the Trusts' underwriter and
financial agent/administrator.

REQUIRED VOTE

The eleven nominees receiving the highest number of votes will be
elected.

BOARD APPROVAL OF ELECTION OF NOMINEES

Each Board recommends a vote "FOR" the election of all the nominees.

PROPOSAL 2: APPROVAL OF A PROPOSAL TO PERMIT PIC TO
HIRE AND REPLACE SUBADVISERS OR TO MODIFY
SUBADVISORY AGREEMENTS WITHOUT SHAREHOLDER APPROVAL
(THE "MANAGER-OF-MANAGERS PROPOSAL")

This proposal applies to each of the Manager-of-Managers Funds, as
named below:

PHOENIX ASSET TRUST
Phoenix Rising Dividends Fund
Phoenix Small-Mid Cap Fund
PHOENIX CA TAX-EXEMPT BOND FUND
PHOENIX EQUITY SERIES FUND
Phoenix Growth & Income Fund
PHOENIX EQUITY TRUST
Phoenix Mid-Cap Value Fund
Phoenix Worldwide Strategies Fund
PHOENIX INSTITUTIONAL MUTUAL FUNDS
Phoenix Institutional Bond Fund
Phoenix Low-Duration Core Plus Bond Fund
PHOENIX INVESTMENT SERIES FUND
Phoenix Global Utilities Fund
Phoenix Income & Growth Fund
PHOENIX INVESTMENT TRUST 06
Phoenix All-Cap Growth Fund
Phoenix Nifty Fifty Fund
Phoenix Small-Cap Growth Fund
PHOENIX INVESTMENT TRUST 97
Phoenix Small-Cap Value Fund
Phoenix Value Equity Fund
PHOENIX MULTI-PORTFOLIO FUND
Phoenix International Strategies Fund
Phoenix Real Estate Securities Fund
PHOENIX MULTI-SERIES TRUST
Phoenix Multi-Sector Fixed Income Fund
Phoenix Multi-Sector Short Term Bond Fund
PHOENIX OPPORTUNITIES TRUST
Phoenix Bond Fund
Phoenix Earnings Driven Growth Fund
PHOENIX PHOLIOs(SM)
Phoenix Conservative Income PHOLIO
Phoenix Diversifier PHOLIO
Phoenix International PHOLIO
Phoenix Wealth Accumulator PHOLIO
Phoenix Wealth Builder PHOLIO
Phoenix Wealth Guardian PHOLIO
Phoenix Wealth Preserver PHOLIO
PHOENIX PORTFOLIOS
Phoenix Market Neutral Fund

BACKGROUND

One of the duties of an investment adviser is to recommend to a board
of trustees, if conditions warrant, the reallocation of assets managed by a
subadviser or to recommend a subadviser's hiring, termination or replacement, if
the investment adviser deems it appropriate to achieve the overall objectives of
a fund. PIC has significant experience hiring and supervising subadvisers. The
Manager-of-Managers Funds propose that PIC, with the approval of the Board of
Trustees, be permitted to enter into, terminate, or modify subadvisory
agreements on behalf of the Manager-of-Managers Funds without obtaining the
prior approval of a majority of the outstanding voting securities of the
Manager-of-Managers Funds, as is otherwise required by Section 15 of the 1940
Act.

Phoenix Variable Advisors, Inc. ("PVA"), an affiliate of PIC, and The
Phoenix Edge Series Fund have received an exemptive order from the Securities
and Exchange Commission ("SEC") that, subject to certain conditions, permits PVA
and any funds advised by entities that are under common control with PVA (such
as PIC), with the approval of such funds' trustees, to retain other subadvisers,
subsequently change the subadvisers, or continue the employment of existing
subadvisers, after events that under the 1940 Act and the relevant subadvisory
agreements would otherwise cause an automatic termination of the subadvisory
agreements, without submitting the subadvisory agreements or material amendments
to those agreements to a vote of the shareholders.

Before this relief can be utilized by a Manager-of-Managers Fund, each
Manager-of-Managers Fund's shareholders must approve the applicability of the
relief to the Manager-of-Managers Fund. If a Manager-of-Managers Fund's
shareholders approve the proposal to allow PIC to utilize this relief for the
Manager-of-Managers Fund, the Manager-of-Managers Fund and PIC will have the
right to hire, terminate or replace subadvisers without shareholder approval,
including, without limitation, the replacement or reinstatement of any
subadviser with respect to which a subadvisory agreement has automatically
terminated as a result of an assignment. PIC will continue to have the ultimate
responsibility to oversee the subadvisers and recommend their hiring,
termination, and replacement.

Even if each Manager-of-Managers Fund's shareholders approve this
arrangement, any new subadviser(s) engaged or terminated or any change in a
subadvisory agreement will still require the approval of the Trust's Board of
Trustees. In order to approve new subadviser(s), the Trustees will analyze the
factors they deem relevant, such as the nature, quality and scope of services
provided by subadviser(s) to investment companies comparable to the
Manager-of-Managers Fund. The Trustees will review the ability of the
subadviser(s) to provide services to the Manager-of-Managers Fund, as well as
its personnel, operation, financial condition or any other factor which would
affect the subadviser(s) with respect to compliance and regulatory matters over
the past fiscal year. The Trustees typically review the subadvisers' investment
performance with respect to accounts deemed comparable. Finally, the Trustees
will consider other factors deemed relevant to the subadviser(s) performance as
an investment manager. The Manager-of-Managers Funds believe that this review
provides adequate shareholder protection in the selection of subadviser(s). PIC
would notify the Manager-of-Managers Fund's shareholders in the event of any
change in the identity of the subadviser of the Manager-of-Managers Fund within
90 days of a change. The written notice would contain substantially the same
information about the subadviser, the subadvisory agreement and the subadvisory
fee that would have been included in a proxy statement if shareholder approval
had been required. In addition, the exemptive order prohibits PIC from entering
into subadvisory agreements with affiliates of PIC to replace an unaffiliated
subadviser without

shareholder approval. Finally, the advisory fee would not change if a subadviser
was hired, terminated or replaced. Rather, the subadviser would be paid a
portion of the then current advisory fee paid to PIC.

Although shareholder approval would not be required for the termination
of subadvisory agreements, shareholders of the Manager-of-Managers Funds would
continue to have the right to terminate such subadvisory agreements for the
Manager-of-Managers Funds at any time by a vote of a majority of the outstanding
voting securities of each Manager-of-Managers Fund.

BENEFIT OF APPROVAL OF THE MANAGER-OF-MANAGERS PROPOSAL

Approval of the Manager-of-Managers Proposal will allow PIC, with Board
approval, to access broader money management expertise and hire or replace
subadvisers without the costly expense of and unnecessary delays associated with
proxy solicitations. This is especially true in today's rapidly changing
securities markets in which the management of Fund assets must be addressed
swiftly as changes are needed.

REQUIRED VOTE

Under the 1940 Act, a majority of a fund's outstanding voting
securities is defined as the lesser of (1) 67% of the outstanding shares
represented at a meeting at which more than 50% of a fund's outstanding shares
are present in person or represented by proxy or (2) more than 50% of a fund's
outstanding voting securities (a "Majority Vote"). Approval of this proposal
requires a Majority Vote of the shareholders of the Manager-of-Managers Fund. If
a Manager-of-Managers Fund's shareholders do not approve the Manager-of-Managers
Proposal, the terms and conditions of the exemptive relief described below will
not be applicable to that Manager-of-Managers Fund.

BOARD APPROVAL OF PROPOSED MANAGER-OF-MANAGERS PROPOSAL

At a meeting held on February 16, 2006, each Board of the
Manager-of-Managers Funds, including the Disinterested Trustees, reviewed the
Manager-of-Managers Proposal. Each Board, including the Disinterested Trustees,
concluded that PIC's ability to hire, terminate or replace subadvisers without
shareholder approval, in rapidly changing securities markets, would enhance
PIC's ability to manage the Manager-of-Managers Fund. As a result, each Board,
including the Disinterested Trustees, concluded that it would be in the best
interests of the applicable Manager-of-Managers Fund and its shareholders to
permit PIC, with Board approval, to hire, terminate or replace subadvisers,
without shareholder approval.

PROPOSAL 3: APPROVAL OF A PROPOSAL TO
REMOVE CERTAIN FUNDAMENTAL INVESTMENT
RESTRICTIONS FROM THE FUNDAMENTAL RESTRICTION FUNDS

The following Funds are referred to herein as the "Fundamental
Restriction Funds":

Fundamental Restriction with Respect to Loans (Proposal 3A):

PHOENIX INSTITUTIONAL MUTUAL FUNDS
Phoenix Institutional Bond Fund
Phoenix Low Duration Core Plus Bond Fund
PHOENIX INVESTMENT SERIES FUND
Phoenix Global Utilities Fund
Phoenix Income & Growth Fund
PHOENIX INVESTMENT TRUST 97
Phoenix Small-Cap Value Fund
Phoenix Value Equity Fund
PHOENIX INVESTMENT TRUST 06
Phoenix All-Cap Growth Fund
Phoenix Nifty Fifty Fund
Phoenix Small-Cap Growth Fund
PHOENIX MULTI-PORTFOLIO FUND
Phoenix Emerging Markets Bond Fund
Phoenix International Strategies Fund
Phoenix Real Estate Securities Fund
PHOENIX MULTI-SERIES TRUST
Phoenix High Yield Securities Fund
Phoenix Multi-Sector Fixed Income Fund
Phoenix Multi-Sector Short Term Bond Fund
PHOENIX OPPORTUNITIES TRUST
Phoenix Bond Fund
Phoenix Earnings Driven Growth Fund
Phoenix Growth Opportunities Fund
PHOENIX PHOLIOs
Phoenix Conservative Income PHOLIO
Phoenix Diversifier PHOLIO
Phoenix International PHOLIO
Phoenix Wealth Accumulator PHOLIO
Phoenix Wealth Builder PHOLIO
Phoenix Wealth Guardian PHOLIO
Phoenix Wealth Preserver PHOLIO
PHOENIX PORTFOLIOS
Phoenix Market Neutral Fund
PHOENIX SERIES FUND
Phoenix Balanced Fund
Phoenix Capital Growth Fund
Phoenix Core Bond Fund
Phoenix High Yield Fund
Phoenix Mid-Cap Growth Fund
Phoenix Money Market Fund
PHOENIX STRATEGIC EQUITY SERIES FUND
Phoenix Dynamic Growth Fund
Phoenix Fundamental Growth Fund
Phoenix Strategic Growth Fund

OTHER FUNDAMENTAL RESTRICTION FUNDS (PROPOSALS 3B AND 3C)
- ---------------------------------------------------------

PHOENIX ASSET TRUST
Phoenix Rising Dividends Fund
Phoenix Small-Mid Cap Fund

PHOENIX ADVISER TRUST
Phoenix Focused Value Fund
Phoenix Foreign Opportunities Fund

Changes in the Fundamental Investment Restrictions of the Phoenix Asset Trust
(Proposal 3B):

Investment of More Than 25% of Assets in Companies Engaged in
One Industry
Limits on Borrowing
Issuance of Senior Securities
Underwriting Activities
Purchase and Sale of Real Estate
Investment of Assets in a Single Open-End Investment Company
Change of Status as a Diversified Series
Purchase and Sale of Commodities and Commodities Contracts
Lending Assets

Changes in the Fundamental Investment Restrictions of the Phoenix Adviser Trust
(Proposal 3C):

Investment of More Than 25% of Assets in Companies Engaged in
One Industry
Limits on Borrowing
Issuance of Senior Securities
Underwriting Activities
Purchase and Sale of Real Estate
Lending Assets

BACKGROUND

Each of the Fundamental Restriction Funds operates in accordance with
its investment objective, principal investment strategies and investment
policies, which are described in either its prospectus or statement of
additional information. A fund's investment policies are classified as either
"fundamental" or "non-fundamental." Under the 1940 Act, investment policies
relating to certain subjects must be classified as fundamental. Investment
policies that are deemed fundamental can be changed only by a shareholder vote.
In contrast, investment policies that are not fundamental may be changed by the
Board of Trustees without shareholder approval.

This Proposal is intended to modernize the fundamental investment
policies of the Fundamental Restriction Funds as set forth below by amending or
eliminating certain fundamental investment policies or reclassifying as
non-fundamental any fundamental investment policy not required to be
fundamental. There are three sub-proposals within Proposal 3, each relating to a
certain group of fundamental restrictions. Shareholders are being asked to vote
separately on each sub-proposal contained within this Proposal. If a
sub-proposal is approved by shareholders at the Meeting, the proposed change to
that fundamental investment policy will be adopted by the Fundamental
Restriction Fund. Each approved sub-proposal will take effect when the
Fundamental Restriction Fund's prospectus or statement of additional information
is updated to reflect the changes. If shareholders fail to approve any
sub-proposal in this Proposal, the current investment policy or policies
contained in that sub-proposal will remain in effect.

BENEFIT OF CHANGES IN FUNDAMENTAL INVESTMENT POLICIES

Changes to the Fundamental Restriction Funds' fundamental investment
policies as proposed in the sub-proposals of this Proposal will benefit the
Fundamental Restriction Funds and their shareholders for the following reasons:

First, each of these changes is designed to provide the applicable
Fundamental Restriction Fund with greater investment flexibility to pursue its
investment objective and principal investment strategies and respond to a
changing investment environment.

Second, the proposed changes would not affect the Fundamental
Restriction Funds' investment objectives and investment strategies. Moreover,
should shareholders approve the proposed changes, the Fundamental Restriction
Funds do not intend to change their objective or investment strategies.
Furthermore, these changes, individually and in the aggregate, generally should
not result in a substantial change in the manner in which the Fundamental
Restriction Funds are currently being managed.

Third, by reducing to a minimum those policies that can be changed only
by shareholder vote, the Fundamental Restriction Funds in the future may be able
to avoid the costs and delay associated with holding shareholder meetings to
address issues relating to fundamental investment policies.

Finally, as described more fully below, many of the fundamental
restrictions of the Funds of the Phoenix Asset Trust and the Phoenix Adviser
Trust do not conform to the standard fundamental investment restrictions of
other Funds in the Phoenix Fund Complex. The proposed changes would allow for
consistency across all of the Funds in the Phoenix Fund Complex and consequently
improve administrative efficiency and enhance the ability to maintain a robust
compliance infrastructure.

PROPOSAL 3A: FUNDAMENTAL RESTRICTION WITH RESPECT TO LOANS

Under the 1940 Act, a mutual fund must have a fundamental policy regarding
lending. The current fundamental investment restriction is more restrictive than
mandated by the 1940 Act and could be read to prohibit investments in loan
participations and assignments which are unfunded. The proposed restriction is
consistent with the 1940 Act requirements and industry standards. The Board has
evaluated this Proposal and believes the modification will enhance the
investment advisers' ability to execute the investment strategies of the Funds.

Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
The funds may not make loans, except The funds may not lend securities
that the funds may (i) lend portfolio or make any other loans if, as a
securities, (ii) enter into repurchase result, more than 33 1/3% of its
agreements, (iii) purchase all or a total assets would be lent to
portion of an issue of debt other parties except that the
securities, bank loan participation funds may purchase debt
interests, bank certificates of deposit, securities, may enter into
bankers' acceptances, debentures or other repurchase agreements, may lend
securities, whether or not the purchase portfolio securities and may
is made upon the original issuance of the acquire loans, loan participations
securities and (iv) participate in an and assignments (both funded and
interfund lending program with other unfunded) and other forms of debt
registered investment companies. instruments.

PROPOSAL 3B: CHANGES IN THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF
THE PHOENIX ASSET TRUST TO CONFORM TO THE STANDARD FUNDAMENTAL
INVESTMENT RESTRICTIONS OF THE PHOENIX FUNDS

The Phoenix Asset Trust (formerly the Phoenix-Kayne Funds) became part of the
Phoenix Fund Complex in 2002. Therefore, many of the fundamental investment
restrictions of the Phoenix Asset Trust do not conform to the standard
fundamental investment restrictions of other Funds in the Phoenix Fund Complex.
The proposed fundamental investment restrictions set forth below are intended to
conform the fundamental investment restrictions of the Phoenix Asset Trust to
the language of the standard fundamental investment restrictions of other Funds
in the Phoenix Fund Complex. With the exception of the proposal relating to
investment of assets in a single, open-end investment company, there are no
material differences between the current fundamental restrictions and the
proposed fundamental restrictions set forth below. The Board believes that
execution of the investment strategy and implementation of appropriate
compliance protocols will be enhanced by utilizing consistent language across
the Funds in the Phoenix Fund Complex.

Investment of Assets in a Single, Open-end Investment Company

Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Notwithstanding any other fundamental None. The current fundamental
investment restriction or policy, each restriction is not required by the
fund reserves the right to invest all 1940 Act.
of its assets in the securities of a
single, open-end investment company
with substantially the same fundamental
investment objectives, restrictions and
policies as that fund.

Change of Status as a Diversified Series

Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not change its status as a The fund may not with respect to
diversified series, which requires that 75% of its total assets, purchase
each fund, with respect to 75% of its securities of an issuer (other than
total assets, not invest in the securities the U.S. Government, its agencies,
of any one issuer (other than the U.S. instrumentalities or authorities or
Government and its agencies and repurchase agreements
instrumentalities) if immediately after collateralized by U.S. Government
and as a result of such investment more securities and other investment
than 5% of the total assets of the fund companies), if: (a) such purchase
would be invested in such issuer (the would, at the time, cause more than
remaining 25% of the fund's total assets 5% of the fund's total assets
may be invested without restriction taken at market value to be
except to the extent other investment invested in the securities of such
restrictions may be applicable). issuer; or (b) such purchase
would, at the time, result in more
than 10% of the outstanding voting
securities of such issuer being
held by the fund.

Investment of More Than 25% of Assets in Companies Engaged in One Industry

Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not invest 25% or more of The fund may not purchase
the value of the fund's total assets in securities if, after giving effect
the securities of companies engaged in to the purchase, more than 25% of
any one industry (except securities issued its total assets would be invested
by the U.S. Government, its agencies in the securities of one or more
and instrumentalities or tax-exempt issuers conducting their principal
securities issued by state governments business activities in the same
or political subdivisions). industry (excluding the U.S.
Government, its agencies or
instrumentalities).

Limits on Borrowing

Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not borrow money, except The fund may not borrow money,
each fund may enter into bank loans for except (i) in amounts not to exceed
temporary or emergency purposes or engage one third of the value of the
in any otherwise permissible leveraging fund's total assets (including the
activities (including reverse repurchase amount borrowed) from banks, and
agreements and dollar roll transactions (ii) up to an additional 5% of its
that are accounted for as financings) in total assets from banks or other
an amount not in excess of one-third lenders for temporary purposes.
of the value of the fund's total assets For purposes of this restriction,
(at the lesser of acquisition cost or (a) investment techniques such as
current market value). No investments margin purchases, short sales,
will be made by any fund if its borrowings forward commitments, and roll
exceed 10% of total assets. transactions (b) investments in
instruments such as futures
contracts, swaps, and options and
(c) short-term credits extended in
connection with trade clearance and
settlement, shall not constitute
borrowing.

Issuance of Senior Securities

Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not issue senior securities, The fund may not issue "senior
as defined in the 1940 Act, except that securities" in contravention of the
this restriction shall not be deemed to 1940 Act. Activities permitted by
prohibit the fund from making otherwise the SEC exemptive orders or staff
permissible borrowings, mortgages or interpretations shall not be deemed
pledges, or entering into permissible prohibited by this restriction.
reverse repurchase agreements and
dollar roll transactions, and options
transactions, or issuing shares of
beneficial interest in multiple classes.

Underwriting Activities

Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not underwrite securities The fund may not underwrite the
of any other company, except that the securities issued by other persons,
fund may invest in companies that engage except to the extent that, in
in such businesses, and except to the connection with the disposition of
extent that the fund may be considered portfolio securities, the fund may
an underwriter within the meaning of be deemed to be an underwriter
the 1933 Act in the disposition of under applicable law.
restricted securities.

Purchase and Sale of Real Estate

Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not purchase or sell real The fund may not purchase or sell
estate, except that the fund may invest real estate, except that the fund
in securities secured by real estate may (i) acquire or lease office
or real estate interests, or issued space for its own use, (ii) invest
by companies, including real estate in securities of issuers that
investment trusts, that invest in invest in real estate or interests
real estate or real estate interests. therein, (iii) invest in
mortgage-related securities and
other securities that are secured
by real estate interests therein,
and (iv) hold and sell real estate
acquired by the fund as a result of
the ownership of securities.

Purchase and Sale of Commodities and Commodities Contracts

Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not purchase or sell The fund may not purchase or sell
commodities or commodity contracts, commodities or commodity contracts,
except that the fund may invest in except that the fund may purchase
companies that engage in such businesses and sell derivatives (including but
to the extent otherwise permitted by the not limited to, options, futures
fund's investment policies and contracts and options on futures
restrictions and by applicable law, and contracts) whose value is tied to
may engage in otherwise permissible the value of a financial index or a
options and futures activities as financial instrument or other asset
described in the prospectus and the (including but not limited to,
statement of additional information securities indexes, interest rates,
(such as foreign currency hedging). securities, currencies and physical
commodities).

Lending Assets

Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not make loans of The fund may not lend securities or
more than one-third of the fund's make any other loans if, as a
net assets, including loans of result, more than 33 1/3% of its
securities, except that the fund total assets would be lent to other
may, subject to the other parties except that the fund may
restrictions or policies stated purchase debt securities, may enter
herein, purchase debt securities or into repurchase agreements, may
enter into repurchase agreements lend portfolio securities and may
with banks or other institutions to acquire loans, loan participations
the extent a repurchase agreement and assignments (both funded and
is deemed to be a loan. unfunded) and other forms of debt
instruments.

PROPOSAL 3C: CHANGES IN THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE
FUNDS OF THE PHOENIX ADVISER TRUST TO CONFORM TO THE STANDARD
FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE PHOENIX FUNDS

The Funds of the Phoenix Adviser Trust became part of the Phoenix Fund Complex
in June 2005. Therefore, many of the fundamental investment restrictions of the
Funds of the Phoenix Adviser Trust do not conform to the standard fundamental
investment restrictions of other Funds in the Phoenix Fund Complex. The proposed
fundamental investment restrictions set forth below are intended to conform the
fundamental investment restrictions of the Funds of the Phoenix Adviser Trust to
the language of the standard fundamental investment restrictions of other Funds
in the Phoenix Fund Complex. There are no material differences between the
current fundamental restrictions and the proposed fundamental restrictions set
forth below. The Board believes that execution of the investment strategy and

implementation of appropriate compliance protocols will be enhanced by utilizing
consistent language across the Funds in the Phoenix Fund Complex.

Investment of More Than 25% of Assets in Companies Engaged in One Industry

Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not, purchase a security if, The fund may not purchase
after giving effect to the purchase, securities, if after giving effect
25% or more of its total assets would be to the purchase, more than 25% of
invested in the securities of one or its total assets would be invested
more issuers conducting their principal in the securities of one or more
business activities in the same industry issuers conducting their principal
(other than U.S. Government securities). business activities in the same
industry (excluding the U.S.
Government, its agencies or
instrumentalities).

Limits on Borrowing

Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not, borrow money, The fund may not borrow money,
except as permitted under the 1940 except (i) in amounts not to exceed
Act, as amended, or any regulation one third of the value of the
thereunder, as the same may be fund's total assets (including the
interpreted by the SEC staff, from amount borrowed) from banks, and
time to time, or as permitted by an (ii) up to an additional 5% of its
exemptive order obtained from the total assets from banks or other
SEC. lenders for temporary purposes. For
purposes of this restriction, (a)
investment techniques such as
margin purchases, short sales,
forward commitments, and roll
transactions, (b) investments in
instruments such as futures
contracts, swaps, and options and
(c) short-term credits extended in
connection with trade clearance and
settlement, shall not constitute
borrowing.

Issuance of Senior Securities

Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not issue "senior The fund may not issue "senior
securities" except as permitted securities" in contravention of the
under the 1940 Act, as amended, or 1940 Act. Activities permitted by
any regulation thereunder, as the the SEC exemptive orders or staff
same may be interpreted by the SEC interpretations shall not be deemed
staff from time to time, or as prohibited by this restriction.
permitted by an exemptive order
obtained from the SEC.

Underwriting Activities

Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not engage in the The fund may not underwrite the
business of underwriting securities securities issued by other persons,
issued by others, except to the except to the extent that, in
extent that a fund may be connection with the disposition of
considered to be an underwriter portfolio securities, the fund may
within the meaning of the be deemed to be an underwriter
Securities Act of 1933 in the under applicable law.
disposition of restricted
securities or in connection with
its investments in other investment
companies.

Purchase and Sale of Real Estate

Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not purchase or sell The fund may not purchase or sell
real estate except that the funds real estate, except that the fund
may (i) invest in securities of may (i) acquire or lease office
issuers that invest in real estate space for its own use, (ii) invest
or interests therein, (ii) invest in securities of issuers that
in mortgage-related securities and invest in real estate or interests
other securities that are secured therein, (iii) invest in
by real estate interests therein, mortgage-related securities and
(iii) hold and sell real estate other securities that are secured
acquired by the fund as a result of by real estate interests therein,
the ownership of securities. and (iv) hold and sell real estate
acquired by the fund as a result of
the ownership of securities.

Lending Assets

Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not make loans, The fund may not lend securities or
except that the funds may (i) lend make any other loans if, as a
portfolio securities, (ii) enter result, more than 33 1/3% of its
into repurchase agreements, (iii) total assets would be lent to other
purchase all or a portion of an parties except that the fund may
issue of debt securities, bank loan purchase debt securities, may enter
participation interests, bank into repurchase agreements, may
certificates of deposit, bankers' lend portfolio securities and may
acceptances, debentures or other acquire loans, loan participations
securities, whether or not the and assignments (both funded and
purchase is made upon the original unfunded) and other forms of debt
issuance of the securities and (iv) instruments.
participate in an interfund lending
program with other registered
investment companies.

REQUIRED VOTE

The amendment, elimination, or reclassification of certain fundamental
investment restrictions for each of the Fundamental Restriction Funds requires a
Majority Vote of the shareholders of each of the Fundamental Restriction Funds.

BOARD APPROVAL OF PROPOSED CHANGES TO CERTAIN FUNDAMENTAL INVESTMENT
RESTRICTIONS OF THE FUNDAMENTAL RESTRICTION FUNDS

At a meeting held on March 23, 2006, each Board of the Fundamental
Restriction Funds, including the Disinterested Trustees, reviewed the Proposals
and determined that the Proposals would benefit the applicable Fundamental
Restriction Fund and its shareholders because of the added investment
flexibility, lower costs and avoidance of delays associated with proxy
solicitations and improved administrative efficiency and compliance
infrastructure that would result from approval of the Proposals. In addition,
each Board, including the Disinterested Trustees, concluded that the ability of
a subadviser to manage the Fundamental Investment Funds' portfolios in a
changing regulatory or investment environment would be enhanced and that
investment management opportunities would be increased by the proposed changes.
Accordingly, each Board, including the Disinterested Trustees, concluded that it
would be in the best interests of the applicable Fundamental Restriction Fund
and its shareholders, to approval the Proposal.

PROPOSAL 4: RECLASSIFICATION OF THE INVESTMENT OBJECTIVE FROM
FUNDAMENTAL TO NON-FUNDAMENTAL

This proposal applies to each of the Investment Objective Funds, as named below.

RECLASSIFICATION OF INVESTMENT OBJECTIVE

Every registered investment company is required to state its investment
objective, i.e., the goal of its investment program, in its prospectus. There is
no requirement that a fund's investment objective be fundamental, i.e., that
shareholder approval be required to change it, but many funds, including all of
the Investment Objective Funds, have stated that their investment objectives are
fundamental. The Board of Trustees has approved a proposal to make each
Investment Objective Fund's investment objective non-fundamental. If approved by
shareholders, this change would mean that the Board would be able to

change a Investment Objective Fund's investment objective in the future without
further action by shareholders. This change would enhance an Investment
Objective Fund's flexibility by allowing a Board to more easily alter the
Investment Objective Fund's investment objective when the Board believes it is
in the best interests of shareholders or when necessary to comply with possible
future regulatory changes. Of course, Investment Objective Funds' shareholders
would receive notice--prior to its implementation--of any change to an
Investment Objective Fund's investment objective that has been approved by the
Board. This change would also eliminate the costly expense of and unnecessary
delays associated with proxy solicitations.

REQUIRED VOTE

The approval of this proposal requires a Majority Vote of the
shareholders of each of the Investment Objective Funds.

BOARD APPROVAL OF PROPOSAL TO RECLASSIFY INVESTMENT OBJECTIVE OF THE INVESTMENT
OBJECTIVE FUNDS

At a meeting held on February 15, 2006, each Board of the Investment
Objective Funds, including the Disinterested Trustees, reviewed the Proposal and
determined that the Proposal would benefit the applicable Investment Objective
Fund and its shareholders because of the increased flexibility and reduction in
costs and delays associated with proxy solicitations that would result from the
approval of the Proposal. Accordingly, each Board of the Investment Objective
Funds, including the Disinterested Trustees, concluded that it would be in the
best interests of the applicable Investment Objective Fund and its shareholders,
to approve the Proposal.

PROPOSAL 5: APPROVAL OF A PROPOSAL TO RATIFY THE SELECTION OF
PRICEWATERHOUSECOOPERS LLC AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE TRUSTS

SELECTION OF PRICEWATERHOUSECOOPERS LLC

Each Board of Trustees, including a majority of the Disinterested
Trustees, have selected PricewaterhouseCoopers LLC ("PricewaterhouseCoopers") to
act as the independent registered public accounting firm for each Trust's fiscal
year. The Trusts' 2006 fiscal year ends are:

Phoenix Adviser Trust -- February 28
Phoenix Asset Trust -- December 31
Phoenix CA Tax-Exempt Bond Fund -- April 30
Phoenix Equity Series Fund -- August 31
Phoenix Equity Trust -- June 30
Phoenix Institutional Mutual Funds -- December 31
Phoenix Investment Series Fund -- April 30
Phoenix Investment Trust 97 -- August 31
Phoenix Investment Trust 06 -- December 31
Phoenix Multi-Portfolio Fund -- November 30
Phoenix Multi-Series Trust -- October 31
Phoenix Opportunities Trust -- September 30
Phoenix PHOLIOs -- July 31
Phoenix Portfolios -- October 31
Phoenix Series Fund -- October 31
Phoenix Strategic Equity Series Fund -- April 30

PricewaterhouseCoopers has acted as the independent registered
accounting firm for each Trust for many years. Each Board's selection was
approved by its Audit Committee at a meeting held on May 18, 2006. The Audit
Committee meets at least twice a year with representatives of
PricewaterhouseCoopers to discuss the scope of their engagement and review the
financial statements of the Funds and the results of their examinations thereof.

REQUIRED VOTE

The approval of this proposal requires a Majority Vote of the
shareholders of each of the Trusts.

BOARD APPROVAL OF SELECTION OF PRICEWATERHOUSECOOPERS LLC

Each Board recommends a vote "FOR" the selection of
PricewaterhouseCoopers LLC as the independent registered public accounting firm
for the Trusts.

The following table sets forth the aggregate fees billed by
PricewaterhouseCoopers for each Trust's 2005 fiscal year for professional
services rendered for: (i) the audit of the Trust's annual financial statements
and the review of financial statements included in the Trust's reports to
shareholders; (ii) assurance and related services that are reasonably related to
the audit of the Trust's financial statements, (iii) tax compliance, tax advice
or tax planning and (iv) all services other than (i), (ii) and (iii).

AUDIT-RELATED
AUDIT FEES FEES TAX FEES ALL OTHER FEES
-------------------- -------------------- -------------------- --------------------
2004 2005 2004 2005 2004 2005 2004 2005
--------- --------- --------- --------- --------- --------- --------- ---------

Phoenix Adviser Trust......... $13,000 $36,923 $0 $0 $2,000 $9,173 $0 $0
Phoenix Asset Trust........... $100,635 $97,635 $5,000 $5,000 $20,000 $20,000 $0 $0
Phoenix CA Tax-Exempt Bond
Fund........................ $28,627 $28,627 $1,000 $1,000 $4,950 $4,950 $0 $0
Phoenix Equity Series Fund.... $27,047 $27,047 $1,000 $1,000 $4,750 $7,250 $0 $0
Phoenix Equity Trust.......... $28,047 $39,554 $2,000 $1,000 $5,400 $11,050 $0 $0
Phoenix Institutional Mutual
Funds....................... $27,627 $40,804 $1,000 $2,000 $5,400 $11,150 $0 $0
Phoenix Investment Series
Fund........................ $29,627 $43,154 $1,000 $2,000 $5,700 $9,500 $0 $0
Phoenix Investment Trust 97... $54,094 $51,054 $2,000 $2,000 $9,500 $9,500 $0 $0
Phoenix Investment Trust 06... $84,488 $78,408 $4,000 $4,000 $21,500 $19,000 $0 $0
Phoenix Multi-Portfolio Fund.. $110,188 $110,188 $4,000 $4,000 $14,500 $22,750 $0 $0
Phoenix Multi-Series Trust.... $67,694 $84,121 $2,000 $3,000 $12,200 $16,500 $0 $0
Phoenix Opportunities Trust... $82,641 $82,641 $3,000 $3,000 $14,500 $15,050 $0 $0
Phoenix PHOLIOs............... $34,094 $31,054 $2,000 $2,000 $9,400 $9,400 $0 $0
Phoenix Portfolios............ $34,047 $34,047 $1,000 $1,000 $6,350 $6,350 $0 $0
Phoenix Series Fund........... $170,582 $170,582 $6,000 $6,000 $28,650 $28,400 $0 $0
Phoenix Strategic Equity Series
Fund........................ $53,654 $53,654 $2,000 $2,000 $9,500 $9,500 $0 $0

The Trusts' Audit Committee has adopted procedures to pre-approve audit
and non-audit services for the Trusts and PIC and any entity controlling,
controlled by or under common control with PIC to the extent that the engagement
relates directly to the operations and financial reporting of registered
investment companies (the "Advisers and Advisers' Affiliates"). These procedures
identify certain types of audit and non-audit services that are anticipated to
be provided by PricewaterhouseCoopers during a calendar year and, provided the
services are within the scope and value standards set forth in the procedures,
pre-approve those engagements. The scope and value criteria are reviewed
annually. These procedures require both audit and non-audit services to be
approved by the Audit Committee prior to

engagement of PricewaterhouseCoopers. In recommending PricewaterhouseCoopers as
the Funds' independent registered public accounting firm, the Audit Committee
has considered the compensation provided to PricewaterhouseCoopers for audit and
non-audit services to the Advisers and Advisers' Affiliates and has determined
that such compensation is not incompatible with maintaining
PricewaterhouseCoopers' independence. The aggregate amount of non-audit fees
paid by the Trusts, the Advisers and an Advisers' Affiliate for services
provided to the Trusts, the Advisers and an Advisers' Affiliate, which includes
amounts described above, were $1,877,791 and $892,561 for the years ending
December 31, 2004 and 2005. All such non-audit services were pre-approved in
accordance with the Trusts' policy.

PricewaterhouseCoopers has advised the Trusts that it has no direct or
indirect financial interest in any of the Trusts. The enclosed proxy card
provides space for instructions directing the proxies named on the card to vote
for, against, or abstain from ratifying that selection. Representatives of
PricewaterhouseCoopers are not expected to be present at the Meeting but have
been given the opportunity to make a statement if they so desire and will be
available should any matter arise requiring their presence.

SHARE OWNERSHIP INFORMATION

The table in Appendix F sets forth information about those shareholders
who beneficially owned 5% or more of the outstanding shares of the Trusts as of
the Record Date.

PORTFOLIO TRANSACTIONS

The Funds do not allocate portfolio brokerage on the basis of the sales
of shares, although brokerage firms whose customers purchase shares of the Funds
may participate in brokerage commissions. The Funds do not make portfolio
transactions through affiliated brokers.

OTHER BUSINESS

The Board of Trustees knows of no other business to be brought before
the Meeting. If other business should properly come before the Meeting, the
proxy holders will vote thereupon in their discretion.

Under the provisions of the Trusts' charter documents and applicable
law, no annual meeting of shareholders is required, and the Trusts do not
currently intend to hold such a meeting. Ordinarily, there will be no
shareholder meeting unless required by the 1940 Act or otherwise. Shareholder
proposals for inclusion in the proxy statement for any subsequent meeting must
be received by the Trusts within a reasonable period of time prior to any such
shareholder meeting. Shareholders collectively holding at least 10% of the
outstanding shares of each Trust may request a shareholder meeting at any time
for the purpose of voting to remove one or more of the Trustees. The Trusts will
assist in communicating to other shareholders about such meeting.

PLEASE VOTE BY LOGGING ON TO THE INTERNET AT
HTTPS://VOTE.PROXY-DIRECT.COM OR BY TELEPHONE BY CALLING TOLL-FREE
1-877-779-8683 OR BY COMPLETING THE ENCLOSED PROXY CARD(S) AND RETURNING THE
CARD(S) BY [ ], 2006 IN THE ENCLOSED SELF-ADDRESSED, POSTAGE-PAID
ENVELOPE.

By order of the Board of Trustees

/s/ Kevin J. Carr
------------------
Name: Kevin Carr, Esq.
Title: Secretary

APPENDIX A

SHARES OF THE TRUSTS/FUNDS OUTSTANDING ON THE RECORD DATE

TRUST, Fund Class A Class B Class C Class X
- ----------- ------- ------- ------- -------

PHOENIX ADVISER TRUST
Phoenix Focused Value Fund
Phoenix Foreign Opportunities Fund

PHOENIX ASSET TRUST
Phoenix Rising Dividends Fund
Phoenix Small-Mid Cap Fund

PHOENIX CA TAX-EXEMPT BOND FUND

PHOENIX EQUITY SERIES FUND
Phoenix Growth & Income Fund

PHOENIX EQUITY TRUST
Phoenix Mid-Cap Value Fund
Phoenix Pathfinder Fund
Phoenix Relative Value Fund
Phoenix Total Value Fund
Phoenix Worldwide Strategies Fund

PHOENIX INSTITUTIONAL MUTUAL FUNDS
Phoenix Institutional Bond Fund
Phoenix Low Duration Core Plus Bond
Fund

PHOENIX INVESTMENT SERIES FUND
Phoenix Global Utilities Fund
Phoenix Income & Growth Fund

A-1

TRUST, Fund Class A Class B Class C Class X
- ----------- ------- ------- ------- -------

PHOENIX INVESTMENT TRUST 97
Phoenix Small-Cap Sustainable Growth
Fund
Phoenix Quality Small-Cap Fund
Phoenix Small-Cap Value Fund
Phoenix Value Equity Fund

PHOENIX INVESTMENT TRUST 06
Phoenix All Cap Growth Fund
Phoenix Nifty Fifty Fund
Phoenix Small-Cap Growth Fund

PHOENIX MULTI-PORTFOLIO FUND
Phoenix Emerging Markets Bond Fund
Phoenix International Strategies Fund
Phoenix Real Estate Securities Fund

PHOENIX MULTI-SERIES TRUST
Phoenix High Yield Securities Fund
Phoenix Multi-Sector Fixed Income
Fund
Phoenix Multi-Sector Short Term Bond
Fund

PHOENIX OPPORTUNITIES TRUST
Phoenix Bond Fund
Phoenix Earnings Driven Growth Fund
Phoenix Growth Opportunities Fund

A-2

TRUST, Fund Class A Class B Class C Class X
- ----------- ------- ------- ------- -------
PHOENIX PHOLIOs
Phoenix Conservative Income PHOLIO
Phoenix Diversifier PHOLIO
Phoenix International PHOLIO
Phoenix Wealth Accumulator PHOLIO
Phoenix Wealth Builder PHOLIO
Phoenix Wealth Guardian PHOLIO
Phoenix Wealth Preserver PHOLIO

PHOENIX PORTFOLIOS
Phoenix Market Neutral Fund

PHOENIX SERIES FUND
Phoenix Balanced Fund
Phoenix Capital Growth Fund
Phoenix Core Bond Fund
Phoenix High Yield Fund
Phoenix Mid-Cap Growth Fund
Phoenix Money Market Fund

PHOENIX STRATEGIC EQUITY SERIES FUND
Phoenix Dynamic Growth Fund
Phoenix Fundamental Growth Fund
Phoenix Strategic Growth Fund

In addition, Phoenix Institutional Bond Fund series and Phoenix Low
Duration Core Plus Bond Fund series of Phoenix Institutional Mutual Funds had
______ and ______ shares of Class Y outstanding, respectively; and Phoenix
Multi-Sector Short Term Bond Fund series of Phoenix Multi-Series Trust had ___
shares of Class T outstanding on the Record Date.

A-3

APPENDIX B

NOMINEE OWNERSHIP OF EQUITY SECURITIES OF THE TRUSTS/FUNDS

AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN
TRUSTS/FUNDS OVERSEEN BY
DOLLAR RANGE OF EQUITY TRUSTEE/NOMINEE IN FAMILY OF
NAME OF TRUSTEE/NOMINEE SECURITIES IN THE TRUST/FUND INVESTMENT COMPANIES

E. Virgil Conway PHOENIX SERIES FUND Over $100,000
Phoenix Capital Growth Fund
$1-$10,000

PHOENIX MULTI-SERIES FUND
Phoenix Multi-Sector
Fixed Income Fund
$50,001-$100,000

Harry Dalzell-Payne None None

Daniel T. Geraci PHOENIX INVESTMENT TRUST 06 $10,001-$50,000
Phoenix Nifty Fifty Fund
$1-$10,000

PHOENIX OPPORTUNITIES TRUST
Phoenix Strategic Growth Fund
$1-$10,000

PHOENIX SERIES FUND
Phoenix Capital Growth Fund
$1-$10,000

Francis E. Jeffries None None

Leroy Keith, Jr. PHOENIX MULTI-SERIES FUND $1-$10,000
Phoenix Multi-Sector Short-
Term Bond Fund
$1-$10,000

Marilyn E. LaMarche None None

Philip R. McLoughlin PHOENIX EQUITY SERIES FUND Over $100,000
Phoenix Growth & Income Fund
Over $100,000

B-1

AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN
TRUSTS/FUNDS OVERSEEN BY
DOLLAR RANGE OF EQUITY TRUSTEE/NOMINEE IN FAMILY OF
NAME OF TRUSTEE/NOMINEE SECURITIES IN THE TRUST/FUND INVESTMENT COMPANIES

PHOENIX INVESTMENT TRUST 97
Phoenix Small Cap Value Fund
$50,001-$100,000
Phoenix Value Equity Fund
$10,001-$50,000

PHOENIX INVESTMENT TRUST 06
Phoenix All-Cap Growth Fund
$10,001-$50,000
Phoenix Small-Cap Growth Fund
$10,001-$50,000

PHOENIX MULTI-SERIES TRUST
Phoenix Multi-Sector Short-
Term Bond Fund
Over $100,000

PHOENIX OPPORTUNITIES TRUST
Phoenix Earnings Driven Growth Fund
$10,001-$50,000

PHOENIX SERIES FUND
Phoenix Capital Growth Fund
$10,001-$50,000
Phoenix Money Market Fund
Over $100,000

Geraldine M. McNamara PHOENIX EQUITY SERIES FUND Over $100,000
Phoenix Growth & Income Fund
Over $100,000

PHOENIX SERIES FUND
Phoenix Balanced Fund
$50,001-$100,000

James M. Oates PHOENIX ADVISER TRUST Over $100,000
Phoenix Foreign Opportunities Fund
$10,001-$50,000

B-2

AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN
TRUSTS/FUNDS OVERSEEN BY
DOLLAR RANGE OF EQUITY TRUSTEE/NOMINEE IN FAMILY OF
NAME OF TRUSTEE/NOMINEE SECURITIES IN THE TRUST/FUND INVESTMENT COMPANIES

PHOENIX ASSET TRUST
Phoenix Rising Dividends Fund
Phoenix Small-Mid Cap Fund
$10,001-$50,000

PHOENIX EQUITY SERIES FUND
Phoenix Growth & Income Fund
$50,001-$100,000

PHOENIX EQUITY TRUST
Phoenix Total Value Fund
$50,001-$100,000

PHOENIX INVESTMENT TRUST 06
Phoenix Small-Cap Growth Fund
$10,001-$50,000

PHOENIX MULTI-PORTFOLIO FUND
Phoenix International
Strategies Fund
$10,001-$50,000

PHOENIX STRATEGIC EQUITY
SERIES FUND
Phoenix Dynamic Growth Fund
Phoenix Fundamental Growth Fund
$10,001-$50,000

Ferdinand L. J. Verdonck None None

B-3

APPENDIX C

COMPENSATION OF THE TRUSTEES FOR
THE CALENDAR YEAR ENDED DECEMBER 31, 2005

E. HARRY LEROY GERALDINE JAMES RICHARD MARILYN PHILIP FERDINAND
VIRGIL DALZELL- FRANCIS E. KEITH, M. M. E. E. R. L.J.
CONWAY PAYNE JEFFRIES JR. MCNAMARA(1) OATES SEGERSON LAMARCHE MCLOUGHLIN VERDONCK
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------

Phoenix Adviser
Trust........ $ 2,003.66 $ 1,892.68 $ 1,507.32 $ 1,400.73 $ 1,892.68 $ 1,768.29 $ 1,507.32 $ 1,276.34 $ 4,439.02 $ 4,439.02
Phoenix Asset
Trust........ 18,013.80 18,185.71 7.552.41 6,760.87 20,664.21 11,405.06 7,552.41 7,016.53 24,284.38 24,284.38
Phoenix CA
Tax-Exempt
Bond Fund.... 3,290.26 3,087.42 2,143.68 2,038.29 2,970.34 3,162.14 2,259.06 1,788.00 4,893.51 4,893.51
Phoenix Equity
Series Fund.. 3,290.26 3,087.42 2,143.67 2,038.29 2,970.34 3,162.14 2,259.06 1,788.00 4,893.51 4,893.51
Phoenix Equity
Trust........ 8,305.52 7,824.85 5,487.35 5,171.59 7,590.69 7,824.28 5,718.12 4,520.99 12,787.01 12,787.01
Phoenix Institutional
Mutual Funds. 5,210.36 4,920.78 3,497.01 3,162.67 4,803.70 4,869.53 3,612.40 2,917.67 8,358.44 8,358.44
Phoenix Investment
Series Fund.. 6,124.64 5,783.88 4,191.19 3,900.44 5,646.57 5,824.28 4,306.58 3,479.84 9,787.01 9,787.01
Phoenix Investment
Trust 97..... 6,580.52 6,174.85 4,287.34 4,076.59 5,940.69 6,324.28 4,518.12 3,575.99 9,787.01 9,787.01
Phoenix Investment
Trust 06..... 7,680.39 7,333.44 5,413.35 4,894.41 7,333.44 6,829.53 5,413.35 4,518.71 13,859.73 13,859.73
Phoenix Multi-Portfolio
Fund......... 13,161.04 12,349.69 8,574.71 8,153.18 11,881.37 12,648.57 9,036.24 7,151.98 19,574.02 19,574.02
Phoenix Multi-Series
Trust........ 7,155.52 6,724.85 4,687.35 4,441.59 6,490.69 6,824.28 4,918.12 3,890.99 10,787.01 10,787.01
Phoenix Opportunities
Trust........ 10,808.28 9,262.27 4,531.44 4,056.52 9,848.53 6,236.44 4,531.44 3,603.32 14,680.52 14,680.52
Phoenix
PHOLIOs...... 8,305.52 7,824.85 5,487.34 5,171.59 7,590.69 7,824.28 5,718.12 4,520.99 12,787.01 12,787.01
Phoenix
Portfolios... 3,290.26 3,087.42 2,143.67 2,038.29 2,970.34 3,162.14 2,259.06 1,788.00 4,893.51 4,893.51
Phoenix Series
Fund......... 39,483.12 20,184.85 14,014.91 13,388.21 17,822.06 20,821.36 14,822.59 10,727.97 29,361.03 29,361.03
Phoenix Strategic
Equity Series
Fund........ 7,730.52 7,274.85 5,087.34 4,806.59 7,040.69 7,324.28 5,318.12 4,205.99 11,787.01 11,787.01
TOTAL COMPENSATION
FROM THE FUND
COMPLEX...... $201,433.68 $175,999.79 $134,750.09 $75,499.87 $174,457.01 $116,010.92 $83,750.12 $66,771.31 $232,959.71 $232,959.71

(1) Amounts shown includes $62,500 deferred pursuant to the Phoenix Funds'
deferred compensation plan.

The Trusts do not maintain pension or retirement plans. However, the
Phoenix Funds have a deferred compensation plan.

Each Trustee who is not currently employed by PIC, or any of its
affiliates, is entitled to a consolidated fee schedule that applies across all
funds in the Phoenix Fund Complex. This schedule consists of an annual retainer
of $60,000 for Board members, $5,000 for Audit Committee members, $3,000 for
Governance and Nominating Committee members and $6,000 for Executive and
Compliance Committee members. Each Board member was entitled to a fee of $4,000
for each in person meeting and $1,250 for each telephonic meeting. Each Audit
Committee member was entitled to $3,000 for each in person meeting and $1,500
for each telephonic meeting. Each Governance and Nominating Committee member was
entitled to $2,500 for each meeting attended in person and $1,000 for each
telephonic meeting. Each Executive and Compliance Committee member was entitled
to $5,000 for each meeting attended in person and $1,500 for each telephonic
meeting. The Chairperson of the Audit Committee receives an additional $6,000
retainer fee. The Chairperson of the Governance and Nominating Committee
receives an additional $3,000 retainer fee.

The foregoing fees do not include the reimbursement of expenses
incurred in connection with meeting attendance. Officers and employees of PIC or
an affiliate of PIC who are interested persons are compensated by PIC, or an
affiliate of PIC, and receive no compensation from the Funds.

C-1

APPENDIX D

EXECUTIVE OFFICERS OF THE TRUSTS

Unless otherwise noted, the information provided in the second column
of the table below regarding the position held and length of time served applies
to all of the Trusts. The address of each individual, unless otherwise noted, is
56 Prospect Street, Hartford, CT 06115-0480.

- --------------------------------------------------------------------------------------------------------------------
NAME, DATE POSITION WITH THE
OF BIRTH TRUSTS AND PRINCIPAL OCCUPATIONS DURING
AND ADDRESS LENGTH OF TIME SERVED THE LAST FIVE YEARS
- ------------------------ ------------------------------------------ ----------------------------------------------

Daniel T. Geraci President since 2004. Executive Vice President, Asset Management,
DOB: 6/12/57 The Phoenix Companies, Inc. (since 2003).
President of Phoenix Adviser Trust since 2005. President and Chief Executive Officer, Phoenix
Investment Partners, Ltd. (since 2003).
President, certain funds within the Phoenix
Fund Complex (2004-present). President and
Chief Executive Officer of North American
investment operations, Pioneer Investment
Management USA, Inc. (2001-2003). President of
Private Wealth Management Group (2000-2001),
and Executive Vice President of Distribution
and Marketing for U.S. institutional services
business (1998-2000) Fidelity Investments.

George R. Aylward Executive Vice President since 2004. Senior Vice President and Chief Operating
DOB: 8/17/64 Officer, Asset Management, The Phoenix
Executive Vice President of Phoenix Investment Companies, Inc. (2004-present). Executive Vice
Trust 06 since 2005. President and Chief Operating Officer, Phoenix
Investment Partners, Ltd. (2004-present). Vice
Executive Vice President of Phoenix Adviser President, Phoenix Life Insurance Company
Trust since 2005. (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 Fund Complex (2004-present).

Francis G. Waltman Senior Vice President since 2004. Senior Vice President, Product Development and
DOB: 7/27/62 Management, Phoenix Investment Partners, Ltd.
Senior Vice President of Phoenix Investment (2005-present). Senior Vice President and
Trust 06 since 2005. Chief Administrative Officer, Phoenix
Investment Partners, Ltd., (2003-2004). Senior
Senior Vice President of Phoenix Adviser Trust Vice President and Chief Administrative
since 2005. Officer, Phoenix Equity Planning Corporation
(1999-2003), Senior Vice President, certain
funds within the Phoenix Fund Complex
(2004-present).

D-1

Marc Baltuch Vice President and Chief Compliance Officer Chief Compliance Officer, Zweig-DiMenna
Zweig-DiMenna since 2004. Associates LLC (1989-present);
Associates, LLC Vice President and Chief Compliance Officer,
900 Third Ave. Vice President and Chief Compliance Officer of certain Funds within the Phoenix Fund Complex
New York, NY Phoenix Adviser Trust since 2005. (2004-present); Vice President, The Zweig Total
10022 Return Fund, Inc. (2004-present); Vice President,
DOB: 9/23/45 The Zweig Fund, Inc. (2004-present); President and
Director of Watermark Securities, Inc.
(1991-present); Assistant Secretary of Gotham
Advisors Inc. (1990-present); Secretary,
Phoenix-Zweig Trust (1989-2003); Secretary,
Phoenix Market Neutral Fund (1999-2002).

Nancy G. Curtiss Chief Financial Officer since 2005 and Assistant Treasurer (2001-present), Vice
DOB: 11/24/52 Treasurer since 1996. President, Fund Accounting (1994-2000), Treasurer
(1996-2000), Phoenix Equity Planning Corporation.
Chief Financial Officer and Treasurer of Vice President (2003-present), Phoenix Investment
Phoenix Adviser Trust in 2005. Partners, Ltd. Chief Financial Officer and
Treasurer, or Assistant Treasurer, certain funds
within the Phoenix Fund Complex (1994-present).

Kevin J. Carr Vice President, Chief Legal Officer, Counsel Vice President and Counsel, Phoenix Life
Phoenix Life and Secretary since 2005. Insurance Company (May 2005-present). Vice
Insurance Company President, Counsel, Chief Legal Officer and
One American Row Secretary of certain funds within the Phoenix
Hartford, CT 06102 Fund Complex (May 2005-present). Compliance
DOB: 8/30/54 Officer of Investments and Counsel, Travelers
Life & Annuity Company (January 2005-May 2005).
Assistant General Counsel, The Hartford
Financial Services Group (1999-2005).

W. Patrick Bradley Chief Financial Officer and Treasurer of Second Vice President, Fund Control and Tax,
DOB: 3/2/72 Phoenix Asset Trust, Phoenix-Opportunities Phoenix Equity Planning Corporation (2004-
Trust and Phoenix Investment Trust 06 since present). Chief Financial Officer and Treasurer
2005. (2005-present) or Assistant Treasurer (2004-present)
of certain funds within the Phoenix Fund Family.
Senior Manager (2002-2004), Manager (2000-2002),
Audit, Deloitte & Touche, LLP.

D-2

APPENDIX E

SUBADVISERS OF THE FUNDS

SUBADVISERS AFFILIATED WITH PIC
- -------------------------------

Duff & Phelps Investment Management Co. ("Duff & Phelps") is subadviser
to Phoenix Global Utilities Fund and Phoenix Real Estate Securities Fund and is
located at 55 East Monroe Street, Chicago, Illinois 60603. Duff & Phelps is an
indirect, wholly-owned subsidiary of Phoenix Investment Partners, Ltd. ("PXP).
The Phoenix Companies, Inc. ("PNX") of Hartford, Connecticut is the sole
shareholder of PXP.

Engemann Asset Management ("EAM") is subadviser to Phoenix All-Cap
Growth Fund, Phoenix Nifty Fifty Fund and Phoenix Small-Cap Growth Fund and is
located at 600 North Rosemead Boulevard, Pasadena, California 91107. EAM is a
wholly-owned subsidiary of Pasadena Capital Corporation, which is a wholly-owned
subsidiary of PXP, which is an indirect, wholly-owned subsidiary of PNX.

Euclid Advisors LLC ("Euclid") is subadviser to Phoenix Market Neutral
Fund and Phoenix Small-Cap Value Fund and is located at 900 Third Avenue, New
York, NY 10022. Euclid is a wholly-owned subsidiary of Phoenix/Zweig, which is a
wholly-owned subsidiary of PXP, which is an indirect, wholly-owned subsidiary of
PNX.

Kayne Anderson Rudnick Investment Management, LLC ("Kayne") is
subadviser to Phoenix Quality Small-Cap Fund, Phoenix Rising Dividends Fund,
Phoenix Small-Cap Sustainable Growth Fund and Phoenix Small Mid-Cap Fund and is
located at 1800 Avenue of the Stars, Los Angeles, California 90067. Kayne is a
wholly-owned subsidiary of PXP, which is an indirect, wholly-owned subsidiary of
PNX.

Seneca Capital Management LLC ("Seneca") is subadviser to Phoenix Bond
Fund, Phoenix Earnings Driven Growth Fund, Phoenix High Yield Fund, Phoenix High
Yield Securities Fund and Phoenix Strategic Growth Fund and is located at 909
Montgomery Street, San Francisco, California 94133. Seneca is an indirect,
wholly-owned subsidiary of PNX.

SUBADVISERS UNAFFILIATED WITH PIC
- ---------------------------------

Acadian Asset Management, Inc. ("Acadian") is subadviser to Phoenix
International Strategies Fund, Phoenix Pathfinder Fund, Phoenix Total Value
Fund, Phoenix Value Equity Fund and Phoenix Worldwide Strategies Fund and is
located at One Post Office Square, Boston, Massachusetts 02102. Acadian is a
wholly-owned subsidiary of Old Mutual Asset Managers (US) LLC, which is
wholly-owned by Old Mutual (US) Holdings, Inc. Old Mutual (US) Holdings, Inc. is
wholly-owned by OM Group (UK) Limited. OM (UK) Limited is wholly-owned by Old
Mutual PLC.

Bennett Lawrence Management, LLC ("Bennett Lawrence") is subadviser to
Phoenix Dynamic Growth Fund and is located at 757 Third Avenue, New York, New
York 10017.

CastleArk Management, LLC ("CastleArk") is subadviser to Phoenix
Fundamental Growth Fund and is located at 1 North Wacker Drive, Chicago,
Illinois 60606.

Golden Capital Management, LLC ("Golden") is subadviser to Phoenix
Relative Value Fund and Phoenix Total Value Fund and is located at Five Resource
Square, 10715 David Taylor Drive, Charlotte, North Carolina 28262. Golden is
majority-owned by its principals and employees and is a minority-owned
subsidiary of Wachovia Corporation.

E-1

Harris Investment Management, Inc. ("Harris") is subadviser to Phoenix
Capital Growth Fund, Phoenix Mid-Cap Growth Fund and Phoenix Total Value Fund
and is located at 190 South LaSalle, Street, P.O. Box 755, Chicago, Illinois
60690. Harris is a wholly-owned subsidiary of Harris Bankcorp, Inc. which is
wholly-owned by Harris Financial Corp. Harris Financial Corp. is wholly-owned by
Bank of Montreal, a publicly-traded Canadian banking institution.

HSBC Halbis Partners (USA) Inc. ("HSBC") is subadviser to Phoenix
Emerging Markets Bond Fund and is located at 452 Fifth Avenue, New York, NY
10018. HSBC is a wholly-owned subsidiary of Halbis Partners (UK) Limited, which
is wholly-owned by HSBC Group Investment Business Limited. HSBC Investment
Business Limited is wholly-owned by HSBC Investment Bank Holdings PLC, which is
wholly-owned by HSBC Holdings PLC.

New Star Institutional Managers Limited ("New Star") is subadviser to
Phoenix International Strategies Fund and Phoenix Worldwise Strategies Fund is
located at 1 Knightsbridge Green, London, United Kingdom SW1X7NE. New Star is
wholly-owned by New Star Institutional Managers Holdings Limited, which is
wholly-owned by New Star Asset Management Group Limited.

Sasco Capital, Inc. ("Sasco") is subadviser to Phoenix Mid-Cap Value
Fund and is located at 10 Sasco Hill Road, Fairfield, Connecticut 06824.

Turner Investment Partners, Inc. ("Turner") is subadviser to Phoenix
Growth Opportunities Fund and is located at 1205 Westlakes Drive, Suite 100,
Berwyn, Pennsylvania 19312. Turner is a professional investment management firm
founded in March 1990. Turner has provided investment advisory services to
investment companies since 1992. As of March 31, 2006, Turner had approximately
$21.3 billion in assets under management.

Vontobel Asset Management ("Vontobel") is subadviser to Phoenix Focused
Value Fund and Phoenix Foreign Opportunities Fund and is located at 450 Park
Avenue, New York, New York 10022. Vontobel is a wholly-owned and controlled
subsidiary of Vontobel Holding AG, a Swiss bank holding company, having its
registered offices in Zurich, Switzerland.

E-2

APPENDIX F

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF THE TRUSTS/FUNDS

[TO COME]

F-1

EVERY SHAREHOLDER'S VOTE IS IMPORTANT!

PLEASE SIGN, DATE AND RETURN YOUR VOTING INSTRUCTIONS TODAY!

Your Proxy Vote is important!

Please detach at perforation before mailing

PROXY PHOENIX ADVISER TRUST PROXY

PHOENIX ASSET TRUST
(formerly PHOENIX-KAYNE FUNDS)

PHOENIX CA TAX-EXEMPT BOND FUND

PHOENIX EQUITY SERIES FUND

PHOENIX EQUITY TRUST

PHOENIX INSTITUTIONAL MUTUAL FUNDS

PHOENIX INVESTMENT SERIES FUND

PHOENIX INVESTMENT TRUST 97

PHOENIX INVESTMENT TRUST 06
(formerly PHOENIX-ENGEMANN FUNDS)

PHOENIX MULTI-PORTFOLIO FUND

PHOENIX MULTI-SERIES TRUST

PHOENIX OPPORTUNITIES TRUST

PHOENIX PHOLIOs

PHOENIX PORTFOLIOS

PHOENIX SERIES FUND

PHOENIX STRATEGIC EQUITY SERIES FUND

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON

October 31, 2006

The undersigned shareholder(s) of Phoenix Adviser Trust, Phoenix Asset Trust,
Phoenix CA Tax-Exempt Bond Fund, Phoenix Equity Series, Phoenix Equity Trust,
Phoenix Institutional Mutual Funds, Phoenix Investment Series Fund, Phoenix
Investment Trust 97, Phoenix Investment Trust 06, Phoenix Multi-Portfolio Fund,
Phoenix Multi-Series Trust, Phoenix Opportunities Trust, Phoenix PHOLIOs,
Phoenix Portfolios, Phoenix Series Fund and Phoenix Strategic Equity Series
Fund, revoking previous proxies, hereby appoints Kevin J. Carr, Vallerie A.
Atwood and Ann Spooner, or any one of them true and lawful

attorneys with power of substitution of each, to vote all shares which the
undersigned is entitled to vote, at the Special Meeting of Shareholders to be
held on October 31, 2006, at the offices of Phoenix Investment Partners, Ltd.,
56 Prospect Street, Hartford, Connecticut 06103, at 2 p.m. Eastern Time, and at
any adjournment thereof as indicated on the reverse side. In their discretion,
the proxy holders named above are authorized to vote upon such other matters as
may properly come before the meeting. Phoenix Adviser Trust, Phoenix Asset
Trust, Phoenix CA Tax-Exempt Bond Fund, Phoenix Equity Series, Phoenix Equity
Trust, Phoenix Institutional Mutual Funds, Phoenix Investment Series Fund,
Phoenix Investment Trust 97, Phoenix Investment Trust 06, Phoenix
Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix Opportunities Trust,
Phoenix PHOLIOs, Phoenix Portfolios, Phoenix Series Fund and Phoenix Strategic
Equity Series Fund, each a Delaware statutory trust, are referred to herein as
the "Trusts." The Funds identified in Proposal 2 of the Proxy Statement are
referred to herein as the "Manager-of-Managers Funds." The Funds identified in
Proposal 3 of the Proxy Statement are referred to herein as the "Fundamental
Restriction Funds." The Funds identified in Proposal 4 are referred to herein as
the "Investment Objective Funds."

RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED. THE SHARES REPRESENTED HEREBY WILL BE VOTED AS
INDICATED OR FOR THE PROPOSAL IF NO CHOICE IS INDICATED.

Note: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing
as attorney, executor, administrator, trustee, guardian or as custodian for a
minor, please sign your name and give your full title as such. If signing on
behalf of a corporation, please sign the full corporate name and your name and
indicate your title. If you are a partner signing for a partnership, please sign
the partnership name, your name and indicate your title. Joint owners should
each sign these instructions. Please sign, date and return.

_____________________________________
Signature and Title, if applicable

_____________________________________
Signature (if held jointly)

Date___________________________, 2006

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES

EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
VOTE THIS PROXY CARD TODAY!

TRUSTS
- ------
PHOENIX ADVISER TRUST
Phoenix Focused Value Fund [NUMBER OF SHARES OWNED]
Phoenix Foreign Opportunities Fund [NUMBER OF SHARES OWNED]
PHOENIX ASSET TRUST
Phoenix Rising Dividends Fund [NUMBER OF SHARES OWNED]
Phoenix Small-Mid Cap Fund [NUMBER OF SHARES OWNED]
PHOENIX CA TAX-EXEMPT BOND FUND [NUMBER OF SHARES OWNED]
PHOENIX EQUITY SERIES FUND
Phoenix Growth & Income Fund [NUMBER OF SHARES OWNED]
PHOENIX EQUITY TRUST
Phoenix Mid-Cap Value Fund [NUMBER OF SHARES OWNED]
Phoenix Pathfinder Fund [NUMBER OF SHARES OWNED]
Phoenix Relative Value Fund [NUMBER OF SHARES OWNED]
Phoenix Total Value Fund [NUMBER OF SHARES OWNED]
Phoenix Worldwide Strategies Fund [NUMBER OF SHARES OWNED]
PHOENIX INSTITUTIONAL MUTUAL FUNDS
Phoenix Institutional Bond Fund [NUMBER OF SHARES OWNED]
Phoenix Low-Duration Core Plus Bond Fund [NUMBER OF SHARES OWNED]
PHOENIX INVESTMENT SERIES FUND
Phoenix Global Utilities Fund [NUMBER OF SHARES OWNED]
Phoenix Income & Growth Fund [NUMBER OF SHARES OWNED]
PHOENIX INVESTMENT TRUST 06
Phoenix All-Cap Growth Fund [NUMBER OF SHARES OWNED]
Phoenix Nifty Fifty Fund [NUMBER OF SHARES OWNED]
Phoenix Small-Cap Growth Fund [NUMBER OF SHARES OWNED]
PHOENIX INVESTMENT TRUST 97
Phoenix Small-Cap Value Fund [NUMBER OF SHARES OWNED]
Phoenix Value Equity Fund [NUMBER OF SHARES OWNED]
PHOENIX MULTI-PORTFOLIO FUND
Phoenix Emerging Markets Bond Fund [NUMBER OF SHARES OWNED]
Phoenix International Strategies Fund [NUMBER OF SHARES OWNED]
Phoenix Real Estate Securities Fund [NUMBER OF SHARES OWNED]
PHOENIX MULTI-SERIES TRUST
Phoenix High Yield Securities Fund [NUMBER OF SHARES OWNED]
Phoenix Multi-Sector Fixed Income Fund [NUMBER OF SHARES OWNED]
Phoenix Multi-Sector Short Term Bond Fund [NUMBER OF SHARES OWNED]
PHOENIX OPPORTUNITIES TRUST
Phoenix Bond Fund [NUMBER OF SHARES OWNED]
Phoenix Earnings Driven Growth Fund [NUMBER OF SHARES OWNED]
Phoenix Growth Opportunities Fund [NUMBER OF SHARES OWNED]

PHOENIX PHOLIOs(SM)
Phoenix Conservative Income PHOLIO [NUMBER OF SHARES OWNED]
Phoenix Diversifier PHOLIO [NUMBER OF SHARES OWNED]
Phoenix International PHOLIO [NUMBER OF SHARES OWNED]
Phoenix Wealth Accumulator PHOLIO [NUMBER OF SHARES OWNED]
Phoenix Wealth Builder PHOLIO [NUMBER OF SHARES OWNED]
Phoenix Wealth Guardian PHOLIO [NUMBER OF SHARES OWNED]
Phoenix Wealth Preserver PHOLIO [NUMBER OF SHARES OWNED]
PHOENIX PORTFOLIOS
Phoenix Market Neutral Fund [NUMBER OF SHARES OWNED]
PHOENIX SERIES FUND
Phoenix Balanced Fund [NUMBER OF SHARES OWNED]
Phoenix Capital Growth Fund [NUMBER OF SHARES OWNED]
Phoenix Core Bond Fund [NUMBER OF SHARES OWNED]
Phoenix High Yield Fund [NUMBER OF SHARES OWNED]
Phoenix Mid-Cap Growth Fund [NUMBER OF SHARES OWNED]
Phoenix Money Market Fund [NUMBER OF SHARES OWNED]
PHOENIX STRATEGIC EQUITY SERIES FUND
Phoenix Dynamic Growth Fund [NUMBER OF SHARES OWNED]
Phoenix Fundamental Growth Fund [NUMBER OF SHARES OWNED]
Phoenix Strategic Growth Fund [NUMBER OF SHARES OWNED]

Please detach at perforation before mailing.

SHARES HELD ON BEHALF OF THE SHAREHOLDER WILL BE VOTED AS INDICATED BELOW OR FOR
THE PROPOSAL IF NO CHOICE IS INDICATED.

The Board of Trustees recommends a vote FOR the following proposals.

PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: |X|

1. To elect eleven Trustees (except as marked to the contrary below).
Shareholders of all of the Funds vote on this proposal.

WITHHOLD FOR ALL
FOR AUTHORITY EXCEPT
|_| |_| |_|

E. Virgil Conway................................ __________________________________
Harry Dalzell-Payne............................. __________________________________
Daniel T. Geraci................................ __________________________________
Francis E. Jeffries............................. __________________________________
Leroy Keith, Jr................................. __________________________________
Marilyn E. LaMarche............................. __________________________________
Philip R. McLoughlin............................ __________________________________
Geraldine M. McNamara........................... __________________________________
James M. Oates.................................. __________________________________
Richard E. Segerson............................. __________________________________
Ferdinand L. J. Verdonck........................ __________________________________

2. Approve a proposal to permit PIC to hire and replace subadvisers or to
modify subadvisory agreements for the Manager-of-Managers Funds without
shareholder approval. Shareholders of the Manager-of-Managers Funds
will vote on this proposal.