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:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|X| 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
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(2) Aggregate number of securities to which transaction
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transaction computed pursuant to Exchange Act Rule
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calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction: (5)
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|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act
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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:
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[LOGO] PHOENIX 56 Prospect Street Phone 860.403.5000
INVESTMENT PARTNERS PO Box 150480 Phone 800.243.4361
Hartford, CT 06115-0480
PHOENIX INVESTMENT PARTNERS
A member of The Phoenix Companies, Inc.
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
Proposals 3, 4 and 5 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 6 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
President and Chief Executive Officer
Phoenix Investment Partners, Ltd.
This letter has been prepared solely for the information
of existing shareholders.
This letter is not authorized for distribution to prospective investors.
Distributed by PHOENIX EQUITY PLANNING CORPORATION, member NASD and subsidiary
of Phoenix Investment Partners, Ltd.
56 Prospect St, PO Box 150480, Hartford, CT 06115-0480. 860 403-5000
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 and remove 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 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. Computershare Fund Services, Inc.
("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 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 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
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 (PROPOSALS 3, 4 AND 5)
- ----------------------------------------------------
Fundamental Restriction with Respect to Loans (Proposal 3):
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 4 AND 5)
- -------------------------------------------------------
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 4):
Proposal 4A: Investment of Assets in a Single Open-End Investment
Company
Proposal 4B: Change of Status as a Diversified Series
Proposal 4C: Investment of More Than 25% of Assets in Companies Engaged
in One Industry
Proposal 4D: Limits on Borrowing
Proposal 4E: Issuance of Senior Securities
Proposal 4F: Underwriting Activities
Proposal 4G: Purchase and Sale of Real Estate
Proposal 4H: Purchase and Sale of Commodities and Commodities Contracts
Proposal 4I: Lending Assets
Changes in the Fundamental Investment Restrictions of the Phoenix Adviser Trust
(Proposal 5):
Proposal 5A: Investment of More Than 25% of Assets in Companies Engaged
in One Industry
Proposal 5B: Limits on Borrowing
Proposal 5C: Issuance of Senior Securities
Proposal 5D: Underwriting Activities
Proposal 5E: Purchase and Sale of Real Estate
Proposal 5F: Lending Assets
INVESTMENT OBJECTIVE FUNDS (PROPOSAL 6)
- ---------------------------------------
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 INDICATED 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
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
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 Proposals 3, 4 and 5 of the
Proxy Statement are referred to herein as the "Fundamental Restriction Funds."
The Funds identified in Proposal 6 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 and amend certain fundamental
investment restrictions from the Funds. Shareholders of the
specified Fundamental Restriction Funds will vote on these
proposals, as applicable.
o Proposal 3: To approve the amendment of fundamental
restrictions of the Funds with respect to loans.
o Proposal 4: To approve the removal and amendment of
the fundamental investment restrictions of the funds
of the Phoenix Asset Trust to conform to the standard
fundamental investment restrictions of the Phoenix
Funds.
o Proposal 5: To approve the amendment of 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 6). 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 7).
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 Boards of Trustees
/s/ Kevin J. Carr
Kevin J. Carr, Esq.
Secretary
September 1, 2006
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO
VOTE BY 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 OR TELEPHONE VOTING 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
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
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 Proposals 3, 4 and 5 of the
Proxy Statement
are referred to herein as the "Fundamental Restriction Funds." The Funds
identified in Proposal 6 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
entitled to vote must be present in person or by proxy to constitute a quorum
for the transaction of business, except for the Phoenix Adviser Trust, Phoenix
Focused Value Fund and Phoenix Foreign Opportunities Fund, which require thirty
percent (30%) of the outstanding shares entitled to vote to form a quorum. 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
2
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 7), 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 request 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 7 will be voted on by shareholders of the Funds voting
at the Trust level. Proposal 2 will be voted on by shareholders of the
Manager-of-Managers Funds voting at the Fund level. Proposal 3 will be voted on
by shareholders of the Fundamental Restriction Funds (except for the Funds of
the Phoenix Asset Trust and the Phoenix Adviser Trust) voting at the Fund level.
Proposal 4 will be voted on by shareholders of the Funds of the Phoenix Asset
Trust voting at the Fund level. Proposal 5 will be voted on by shareholders of
the Funds of the Phoenix Adviser Trust voting at the Fund level. Proposal 6 will
be voted on by shareholders of the Investment Objective Funds voting at the Fund
level.
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 Phoenix Investment Counsel, Inc. ("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
3
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. 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.
4
DISINTERESTED NOMINEES
NUMBER OF
PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST
NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS
OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE
- ------------------------ --------------------------------- -------------------- ------------------------------------
E. Virgil Conway Nominee 71 Chairman, Rittenhouse Advisors, LLC
Rittenhouse Advisors, Currently Trustee of: (consulting firm) (2001-present).
LLC Phoenix Adviser Trust, since Trustee/Director, Phoenix Funds
101 Park Avenue 2005. Complex (1983-present), Realty
New York, NY 10178 Phoenix Asset Trust, since 2002. Foundation of New York (1972-present),
DOB: 8/2/29 Phoenix CA Tax-Exempt Bond Fund, Josiah Macy, Jr., Foundation
since 1983. (Honorary) (2004-present), Pace
Phoenix Equity Series Fund, University (Director/Trustee Emeritus)
since 1997. (2003-present), Greater New York
Phoenix Equity Trust, since 1993. Councils, Boy Scouts of America
Phoenix Institutional Mutual (1985-present), The Academy of
Funds, since 1996. Political Science (Vice Chairman)
Phoenix Investment Series Fund, (1985-present), Urstadt Biddle
since 1983. Property Corp. (1989-present), Colgate
Phoenix Investment Trust 06, University (Trustee Emeritus)
since 2005. (2004-present). Director/Trustee, The
Phoenix Investment Trust 97, Harlem Youth Development Foundation,
since 1997. (Chairman) (1998-2002), Metropolitan
Phoenix Multi-Portfolio Fund, Transportation Authority (Chairman)
since 1993. (1992-2001), Trism, Inc. (1994-2001),
Phoenix Multi-Series Trust, Consolidated Edison Company of New
since 1993. York, Inc. (1970-2002), Atlantic
Phoenix Opportunities Trust, Mutual Insurance Company (1974-2002),
since 2000. Centennial Insurance Company
Phoenix PHOLIOs, since 1996. (1974-2002), Union Pacific Corp.
Phoenix Portfolios, since 2004. (1978-2002), BlackRock Freddie Mac
Phoenix Series Fund, since 1993. Mortgage Securities Fund (Advisory
Phoenix Strategic Equity Series Director) (1990-2000), Accuhealth
Fund, since 1983. (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: Funds Complex (1983-present).
Elmore, GL0S, GL2 3NT Phoenix Adviser Trust, since 2005.
U.K. Phoenix Asset Trust, since 2002.
DOB: 9/8/29 Phoenix CA Tax-Exempt Bond Fund,
since 1983.
Phoenix Equity Series Fund,
since 1997.
5
DISINTERESTED NOMINEES
NUMBER OF
PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST
NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS
OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE
- ------------------------ --------------------------------- -------------------- ------------------------------------
Phoenix Equity Trust, since 1993.
Phoenix Institutional Mutual
Funds, since 1996.
Phoenix Investment Series Fund,
since 1983.
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 1983.
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 Funds
DOB: 9/23/30 2005. Complex (1987-present).
Phoenix Asset Trust, since 2005.
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.
6
DISINTERESTED NOMINEES
NUMBER OF
PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST
NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS
OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE
- ------------------------ --------------------------------- -------------------- ------------------------------------
Phoenix PHOLIOs, since 1996.
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. (1989-present). Trustee, Phoenix
Chattanooga, TN 37402 Phoenix CA Tax-Exempt Bond Fund, Funds Family (1980-present).
DOB: 2/14/39 since 1993. Director, Diversapak (2002-present).
Phoenix Equity Series Fund, Obaji Medical Products Company
since 1997. (2002-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 Retired. Trustee/Director, Phoenix
40 East 88th Street, Currently Trustee of: Funds Complex (2001-present).
New York Phoenix Adviser Trust, since Managing Director, U.S. Trust
New York 10128 2005. Company of New York (1982-2006).
DOB: 4/17/51 Phoenix Asset Trust, since 2002.
Phoenix CA Tax-Exempt Bond Fund,
since 2001.
Phoenix Equity Series Fund,
since 2001.
7
DISINTERESTED NOMINEES
NUMBER OF
PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST
NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS
OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE
- ------------------------ --------------------------------- -------------------- ------------------------------------
Phoenix Equity Trust, since 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, Inc.)
150 Federal Street, Phoenix Adviser Trust, since (financial services) (1997-present).
Suite 1000 2005. Trustee/Director Phoenix Funds Family
Boston, MA 02110 Phoenix Asset Trust, since 2005. (1987-present). Managing Director Wydown
DOB: 5/31/46 Phoenix CA Tax-Exempt Bond Fund, Group (consulting firm) (1994-present).
since 1993. Director, Investors Financial Service
Phoenix Equity Series Fund, Corporation (1995-present), Investors
since 1997. Bank & Trust Corporation (1995-present),
Phoenix Equity Trust, since 1993. Stifel Financial (1996-present),
Phoenix Institutional Mutual Connecticut River Bancorp (1998-present),
Funds, since 1996. Connecticut River Bank (1999-present),
Phoenix Investment Series Fund, Trust Company of Hampshire
since 1987. (2002-present). Chairman, Emerson
Phoenix Investment Trust 06, Investment Management, Inc.
since 2005. (2000-present). Independent Chairman,
Phoenix Investment Trust 97, John Hancock Trust (since 2005), Trustee,
since 1997. John Hancock Funds II and John Hancock
Phoenix Multi-Portfolio Fund, Funds III (since 2005). Trustee, John
since 1987. Hancock Trust (2004-2005).
Phoenix Multi-Series Trust, Director/Trustee, AIB Govett Funds
since 1993.
Phoenix Opportunities Trust,
since 2005.
8
DISINTERESTED NOMINEES
NUMBER OF
PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST
NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS
OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE
- ------------------------ --------------------------------- -------------------- ------------------------------------
Phoenix PHOLIOs, since 1996. (six portfolios) (1991-2000),
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
73 Briggs Way Currently Trustee of: Management Company (1998-present).
Chatham, MA Phoenix Adviser Trust, since Trustee/Director, Phoenix Funds
02633 2005. Family (1983-present).
DOB: 2/16/46 Phoenix Asset Trust, since 2005.
Phoenix CA Tax-Exempt Bond Fund,
since 1983.
Phoenix Equity Series Fund,
since 1997.
Phoenix Equity Trust, since 1993.
Phoenix Institutional Mutual
Funds, since 1996.
Phoenix Investment Series Fund,
since 1983.
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 1983.
Ferdinand L. J. Verdonck Nominee 30 Director, Banco Urguijo (Chairman)
Nederpolder, 7 Currently Trustee of: (1998-present). Trustee, Phoenix
B-9000 Gent, Belgium Phoenix Adviser Trust, since Funds Family (2002-present).
DOB: 7/30/42 2005. Director EASDAQ (Chairman)
Phoenix Asset Trust, since 2005. (2001-present), The JP Morgan
Phoenix Investment Trust 06, Fleming Continental European
since 2005. Investment Trust (1998-
9
DISINTERESTED NOMINEES
NUMBER OF
PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST
NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS
OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE
- ------------------------ --------------------------------- -------------------- ------------------------------------
Phoenix Opportunities Trust, present), Groupe SNEF (1998-present),
since 2005. Santans N.V. (1999-present).
Phoenix Portfolios, since 2005. Managing Director, Almanij N.V.
Consultant to Phoenix CA (1992-2003). Director, KBC Bank and
Tax-Exempt Bond Fund, Phoenix Insurance Holding Company
Equity Series Fund, Phoenix Equity (Euronext) (1992-2003), KBC Bank
Trust, Phoenix Institutional (1992-2003), KBC Insurance
Mutual Funds, Phoenix Investment (1992-2003), Kredietbank, S.A.
Series Fund, Phoenix Investment Luzembougeoise (1992-2003),
Trust 97, Phoenix Multi-Portfolio Investco N.V. (1992-2003), Gevaert
Fund, Phoenix Multi-Series Trust, N.V. (1992-2003), Fidea N.V.
Phoenix PHOLIOs, Phoenix Series (1992-2003), Almafin N.V.
Fund and Phoenix Strategic Equity (1992-2003), Centea N.V.
Series Fund since 2006. (1992-2003), Dutch Chamber of
Commerce for Belgium and Luxemburg
(1995-2001), Phoenix Investment
Partners, Ltd. (1995-2001).
Director, Degussa Antwerpen N.V.
(1998-2004).
INTERESTED NOMINEES
NUMBER OF
PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST
NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS
OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE
- ------------------------ --------------------------------- -------------------- -------------------------------------
*Daniel T. Geraci Nominee 30 Executive Vice President, Asset
Phoenix Investment Currently Trustee of: Management, The Phoenix Companies,
Partners, Ltd. Phoenix Adviser Trust, since Inc. (2003-present). Director,
56 Prospect Street 2005. Chairman, President and Chief
Hartford, CT 06103 Phoenix Asset Trust, since 2004. Executive Officer, Phoenix Investment
DOB: 6/12/57 Phoenix Investment Trust 06, Partners, Ltd. (2003-present).
since 2004. President, Phoenix Equity Planning
Phoenix Opportunities Trust, Corporation (2005-present).
since 2004. President, DPCM Holding, Inc.
Phoenix Portfolios, since 2004. (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
10
INTERESTED NOMINEES
NUMBER OF
PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST
NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS
OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE
- ------------------------ --------------------------------- -------------------- -------------------------------------
and Chairman, PXP Institutional
Markets Group, Ltd. (2003-present).
Director and President, Rutherford
Financial Corporation (2003-present).
Director, DPCM Holding, Inc.
(2003-present). President, Phoenix
Zweig 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 Funds Family
(2004-present). Chief Sales and
Marketing Officer, Phoenix Equity
Planning Corporation (2003-2005).
President and Chief Executive Officer
of North American investment
operations, Pioneer Investment
Management USA, Inc. (2001-2003).
President of Private Wealth Management
Group & Fidelity Brokerage Company,
Fidelity Investments (1996-2001).
**Marilyn E. LaMarche Nominee 69 Limited Managing Director, Lazard
Lazard Freres Currently Trustee of: Freres & Co. LLC (1997-present).
& Co. LLC Phoenix Adviser Trust, since Trustee/Director, Phoenix Funds
30 Rockefeller Plaza, 2005. Family (2002-present). Director,
59th Floor Phoenix Asset Trust, since 2002. The Phoenix Companies, Inc.
New York, NY 10020 Phoenix CA Tax-Exempt Bond Fund, (2001-2005) and Phoenix Life
DOB: 5/11/34 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.
11
INTERESTED NOMINEES
NUMBER OF
PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST
NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS
OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE
- ------------------------ --------------------------------- -------------------- -------------------------------------
Phoenix Investment Trust 06,
since 2005.
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) (1985-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, (1982-2002), Chairman (2000-2002)
since 1997. and President (1990-2000), Phoenix
Phoenix Multi-Portfolio Fund, Equity Planning Corporation.
since 1989. Chairman and President,
Phoenix Multi-Series Trust, Phoenix/Zweig Advisers LLC
since 1993. (2001-2002). Director (2001-2002)
Phoenix Opportunities Trust, and President (April
since 1999. 2002-September 2002), Phoenix
Phoenix PHOLIOs, since 1996. Investment management Company.
Phoenix Portfolios, since 1993. Director and Executive Vice
Phoenix Series Fund, since 1989. President, Phoenix Life and Annuity
Phoenix Strategic Equity Series Company (1996-2002). Director
Fund, since 1993. (1995-2002) and
12
INTERESTED NOMINEES
NUMBER OF
PORTFOLIOS IN FUND PRINCIPAL OCCUPATION(S) DURING PAST
NAME, ADDRESS, AND DATE POSITION WITH THE TRUSTS AND COMPLEX OVERSEEN BY 5 YEARS AND OTHER DIRECTORSHIPS
OF BIRTH LENGTH OF TIME SERVED TRUSTEE HELD BY NOMINEE
- ------------------------ --------------------------------- -------------------- -------------------------------------
Executive Vice President (1994-2002)
and Chief Investment Counsel
(1994-2002), PHL Variable Insurance
Company. Director, Phoenix National
Trust Holding Company (2001-2002).
Director (1985-2002) and Vice
President (1986-2002) and Executive
Vice President (April 2002- September
2002), PM Holdings, Inc. Director, WS
Griffith Associates, Inc.
(1995-2002). Director, WS Griffith
Securities, Inc. (1992-2002).
*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.
13
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 the Funds' 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
14
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, for new
members to the Board, 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 06103. 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.
15
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
PHOENIX SERIES FUND
Phoenix Balanced Fund
Phoenix Capital Growth Fund
Phoenix Core Bond Fund
16
Phoenix High Yield Fund
Phoenix Mid-Cap Growth Fund
Phoenix Money Market Fund
PHOENIX STRATEGIC EQUITY SERIES FUND
Phoenix Strategic Growth 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
17
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 above 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. Each Board of Trustees recommends a vote "FOR"
Proposal 2.
PROPOSALS 3, 4 AND 5: APPROVAL OF PROPOSALS TO
AMEND AND 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 3):
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
18
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 4 AND 5)
- -------------------------------------------------------
PHOENIX ASSET TRUST
Phoenix Rising Dividends Fund
Phoenix Small-Mid Cap Fund
19
PHOENIX ADVISER TRUST
Phoenix Focused Value Fund
Phoenix Foreign Opportunities Fund
Changes in the Fundamental Investment Restrictions of the Phoenix Asset Trust
(Proposal 4):
Proposal 4A: Investment of Assets in a Single Open-End Investment
Company
Proposal 4B: Change of Status as a Diversified Series
Proposal 4C: Investment of More Than 25% of Assets in Companies Engaged
in One Industry
Proposal 4D: Limits on Borrowing
Proposal 4E: Issuance of Senior Securities
Proposal 4F: Underwriting Activities
Proposal 4G: Purchase and Sale of Real Estate
Proposal 4H: Purchase and Sale of Commodities and Commodities Contracts
Proposal 4I: Lending Assets
Changes in the Fundamental Investment Restrictions of the Phoenix Adviser Trust
(Proposal 5):
Proposal 5A: Investment of More Than 25% of Assets in Companies Engaged
in One Industry
Proposal 5B: Limits on Borrowing
Proposal 5C: Issuance of Senior Securities
Proposal 5D: Underwriting Activities
Proposal 5E: Purchase and Sale of Real Estate
Proposal 5F: 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.
These Proposals are intended to modernize the fundamental investment
policies of the Fundamental Restriction Funds as set forth below by amending or
eliminating certain fundamental investment policies. Each Proposal relates to a
particular fundamental restriction. Shareholders are being asked to vote
separately on each Proposal. If a 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 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 Proposal, the current investment policy or policies contained in
that Proposal will remain in effect.
BENEFIT OF CHANGES IN FUNDAMENTAL INVESTMENT POLICIES
Changes to the Fundamental Restriction Funds' fundamental investment
policies as proposed in Proposals 3, 4 and 5 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.
20
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 3: AMENDMENT OF FUNDAMENTAL RESTRICTION
WITH RESPECT TO LENDING
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.
Investing in loan participations and assignments involves the risk that the
borrower may default on the loan and the Funds may not be able to recover the
amount invested in such loan participations and assignments.
Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
The funds may not make loans, except that the funds may The funds may not lend securities or make any other
(i) lend portfolio securities, (ii) enter into loans if, as a result, more than 33 1/3% of its
repurchase agreements, (iii) purchase all or a portion total assets would be lent to other parties except
of an issue of debt securities, bank loan participation that the funds may purchase debt securities, may
interests, bank certificates of deposit, bankers' enter into repurchase agreements, may lend portfolio
acceptances, debentures or other securities, whether or securities and may acquire loans, loan participations
not the purchase is made upon the original issuance of and assignments (both funded and unfunded) and other
the securities and (iv) participate in an interfund forms of debt instruments.
lending program with other registered investment
companies.
PROPOSAL 4: REMOVAL AND AMENDMENT OF 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. The Board believes
21
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.
PROPOSAL 4A: REMOVAL OF FUNDAMENTAL POLICY REGARDING INVESTMENT OF ASSETS
IN A SINGLE, OPEN-END INVESTMENT COMPANY
Reasons for Elimination of Fundamental Policy
The removal of the Funds' current fundamental policy is intended to conform the
fundamental investment restrictions of the Phoenix Asset Trust to the standard
fundamental investment restrictions of the other Funds in the Phoenix Fund
Complex. The removal of the Funds' current policy will not expose the Funds to
additional risks, because under the current fundamental policy, a Fund was not
prohibited from investing all of its in a single, open-end investment company
with substantially the same fundamental investment objectives, restrictions and
policies as the Fund. If the Proposal is approved, the current fundamental
restriction will be removed in its entirety and will not be implemented as a
non-fundamental policy.
Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Notwithstanding any other fundamental investment None. The current fundamental restriction is not
restriction or policy, each fund reserves the right to required by the 1940 Act.
invest all 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.
PROPOSAL 4B: AMENDMENT OF FUNDAMENTAL POLICY REGARDING CHANGE OF
STATUS AS A DIVERSIFIED SERIES
Discussion of Proposed Modification
The proposed modification of the Funds' current fundamental policy is intended
to conform the fundamental investment restriction of the Funds to the language
of the standard fundamental investment restrictions of other fund in the Phoenix
Fund Complex. There is no material difference between the current fundamental
restriction and the proposed fundamental restriction set forth below.
Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not change its status as a diversified The fund may not with respect to 75% of its total
series, which requires that each fund, with respect to assets, purchase securities of an issuer (other than
75% of its total assets, not invest in the securities of the U.S. Government, its agencies, instrumentalities
any one issuer (other than the U.S. Government and its or authorities or repurchase agreements
agencies and instrumentalities) if immediately after and collateralized by U.S. Government securities and
as a result of such investment more than 5% of the total other investment companies), if: (a) such purchase
assets of the fund would be invested in such issuer (the would, at the time, cause more than 5% of the fund's
remaining 25% of the fund's total assets may be invested total assets taken at market value to be invested in
without restriction except to the extent other the securities of such issuer; or (b) such purchase
investment restrictions may be applicable). would, at the time, result in more than 10% of the
outstanding voting securities of such issuer being
held by the fund.
22
PROPOSAL 4C: AMENDMENT OF FUNDAMENTAL POLICY REGARDING INVESTMENT OF
MORE THAN 25% OF ASSETS IN COMPANIES ENGAGED IN ONE INDUSTRY
Discussion of Proposed Modification
The proposed modification of the Funds' current fundamental policy is intended
to conform the fundamental investment restriction of the Funds to the language
of the standard fundamental investment restrictions of other funds in the
Phoenix Fund Complex. There is no material difference between the current
fundamental restriction and the proposed fundamental restriction set forth
below.
Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not invest 25% or more of the value of the The fund may not purchase securities if, after giving
fund's total assets in the securities of companies effect to the purchase, more than 25% of its total
engaged in any one industry (except securities issued by assets would be invested in the securities of one or
the U.S. Government, its agencies and instrumentalities more issuers conducting their principal business
or tax-exempt securities issued by state governments or activities in the same industry (excluding the U.S.
political subdivisions). Government, its agencies or instrumentalities).
PROPOSAL 4D: AMENDMENT OF FUNDAMENTAL POLICY REGARDING LIMITS ON BORROWING
Discussion of Proposed Modification
The proposed modification of the Funds' current fundamental policy is intended
to conform the fundamental investment restriction of the Funds to the language
of the standard fundamental investment restrictions of other funds in the
Phoenix Fund Complex. There is no material difference between the current
fundamental restriction and the proposed fundamental restriction set forth
below.
Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not borrow money, except each fund may The fund may not borrow money, except (i) in amounts
enter into bank loans for temporary or emergency not to exceed one third of the value of the fund's
purposes or engage in any otherwise permissible total assets (including the amount borrowed) from
leveraging activities (including reverse repurchase banks, and (ii) up to an additional 5% of its total
agreements and dollar roll transactions that are assets from banks or other lenders for temporary
accounted for as financings) in an amount not in excess purposes. For purposes of this restriction,
of one-third of the value of the fund's total assets (at (a) investment techniques such as margin purchases,
the lesser of acquisition cost or current market short sales, forward commitments, and roll
value). No investments will be made by any fund if its transactions (b) investments in instruments such as
borrowings exceed 10% of total assets. futures contracts, swaps, and options and (c) short-term
credits extended in connection with trade clearance and
settlement, shall not constitute borrowing.
PROPOSAL 4E: AMENDMENT OF FUNDAMENTAL POLICY REGARDING ISSUANCE OF
SENIOR SECURITIES
Discussion of Proposed Modification
The proposed modification of the Funds' current fundamental policy is intended
to conform the fundamental investment restriction of the Funds to the language
of the standard fundamental investment restrictions of other funds in the
Phoenix Fund Complex. There is no material difference between the current
fundamental restriction and the proposed fundamental restriction set forth
below.
23
Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not issue senior securities, as defined in The fund may not issue "senior securities" in
the 1940 Act, except that this restriction shall not be contravention of the 1940 Act. Activities permitted
deemed to prohibit the fund from making otherwise by the SEC exemptive orders or staff interpretations
permissible borrowings, mortgages or pledges, or shall not be deemed prohibited by this restriction.
entering into permissible reverse repurchase agreements
and dollar roll transactions, and options transactions,
or issuing shares of beneficial interest in multiple
classes.
PROPOSAL 4F: AMENDMENT OF FUNDAMENTAL POLICY REGARDING
UNDERWRITING ACTIVITIES
Discussion of Proposed Modification
The proposed modification of the Funds' current fundamental policy is intended
to conform the fundamental investment restriction of the Funds to the language
of the standard fundamental investment restrictions of other funds in the
Phoenix Fund Complex. There is no material difference between the current
fundamental restriction and the proposed fundamental restriction set forth
below.
Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not underwrite securities of any other The fund may not underwrite the securities issued by
company, except that the fund may invest in companies other persons, except to the extent that, in
that engage in such businesses, and except to the extent connection with the disposition of portfolio
that the fund may be considered an underwriter within securities, the fund may be deemed to be an
the meaning of the 1933 Act in the disposition of underwriter under applicable law.
restricted securities.
PROPOSAL 4G: AMENDMENT OF FUNDAMENTAL POLICY REGARDING PURCHASE AND
SALE OF REAL ESTATE
Discussion of Proposed Modification
The proposed modification of the Funds' current fundamental policy is intended
to conform the fundamental investment restriction of the Funds to the language
of the standard fundamental investment restrictions of other funds in the
Phoenix Fund Complex. There is no material difference between the current
fundamental restriction and the proposed fundamental restriction set forth
below.
Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not purchase or sell real estate, except The fund may not purchase or sell real estate, except
that the fund may invest in securities secured by real that the fund may (i) acquire or lease office space
estate or real estate interests, or issued by companies, for its own use, (ii) invest in securities of issuers
including real estate investment trusts, that invest in that invest in real estate or interests therein,
real estate or real estate interests. (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.
24
PROPOSAL 4H: AMENDMENT OF FUNDAMENTAL POLICY REGARDING PURCHASE AND
SALE OF COMMODITIES AND COMMODITIES CONTRACTS
Discussion of Proposed Modification
The proposed modification of the Funds' current fundamental policy is intended
to conform the fundamental investment restriction of the Funds to the language
of the standard fundamental investment restrictions of other funds in the
Phoenix Fund Complex. There is no material difference between the current
fundamental restriction and the proposed fundamental restriction set forth
below.
Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not purchase or sell commodities or The fund may not purchase or sell commodities or
commodity contracts, except that the fund may invest in commodity contracts, except that the fund may
companies that engage in such businesses to the extent purchase and sell derivatives (including but not
otherwise permitted by the fund's investment policies limited to, options, futures contracts and options on
and restrictions and by applicable law, and may engage futures contracts) whose value is tied to the value
in otherwise permissible options and futures activities of a financial index or a financial instrument or
as described in the prospectus and the statement of other asset (including but not limited to, securities
additional information (such as foreign currency indexes, interest rates, securities, currencies and
hedging). physical commodities).
PROPOSAL 4I: AMENDMENT OF POLICY REGARDING LENDING
Discussion of Proposed Modification
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 the investments in loan
participations and assignments. 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. Investing in loan
participations and assignments involve the risk that the borrower may default on
the loan and the Funds may not be able to recover the amount invested in such
loan participations and assignments.
Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not make loans of more than one-third of The fund may not lend securities or make any other
the fund's net assets, including loans of securities, loans if, as a result, more than 33 1/3% of its total
except that the fund may, subject to the other assets would be lent to other parties except that the
restrictions or policies stated herein, purchase debt fund may purchase debt securities, may enter into
securities or enter into repurchase agreements with banks repurchase agreements, may lend portfolio securities
or other institutions to the extent a repurchase and may acquire loans, loan participations and
agreement is deemed to be a loan. assignments (both funded and unfunded) and other
forms of debt instruments.
PROPOSAL 5: 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
25
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. 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.
PROPOSAL 5A: AMENDMENT OF POLICY REGARDING INVESTMENT OF MORE THAN 25%
OF ASSETS IN COMPANIES ENGAGED IN ONE INDUSTRY
Discussion of Proposed Modification
The proposed modification of the Funds' current fundamental policy is intended
to conform the fundamental investment restriction of the Funds to the language
of the standard fundamental investment restrictions of other funds in the
Phoenix Fund Complex. There is no material difference between the current
fundamental restriction and the proposed fundamental restriction set forth
below.
Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not purchase a security if, after giving The fund may not purchase securities if, after giving
effect to the purchase, 25% or more of its total assets effect to the purchase, more than 25% of its total
would be invested in the securities of one or more assets would be invested in the securities of one or
issuers conducting their principal business activities more issuers conducting their principal business
in the same industry (other than U.S. Government activities in the same industry (excluding the U.S.
securities). Government, its agencies or instrumentalities).
PROPOSAL 5B: AMENDMENT OF POLICY REGARDING LIMITS ON BORROWING
Discussion of Proposed Modification
The proposed modification of the Funds' current fundamental policy is intended
to conform the fundamental investment restriction of the Funds to the language
of the standard fundamental investment restrictions of other funds in the
Phoenix Fund Complex. There is no material difference between the current
fundamental restriction and the proposed fundamental restriction set forth
below.
Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not, borrow money, except as permitted The fund may not borrow money, except (i) in amounts
under the 1940 Act, as amended, or any regulation not to exceed one third of the value of the fund's
thereunder, as the same may be interpreted by the SEC total assets (including the amount borrowed) from
staff, from time to time, or as permitted by an banks, and (ii) up to an additional 5% of its total
exemptive order obtained from the SEC. assets from banks or other 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.
26
PROPOSAL 5C: AMENDMENT OF FUNDAMENTAL POLICY REGARDING ISSUANCE
OF SENIOR SECURITIES
Discussion of Proposed Modification
The proposed modification of the Funds' current fundamental policy is intended
to conform the fundamental investment restriction of the Funds to the language
of the standard fundamental investment restrictions of other funds in the
Phoenix Fund Complex. There is no material difference between the current
fundamental restriction and the proposed fundamental restriction set forth
below.
Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not issue "senior securities" except as The fund may not issue "senior securities" in
permitted under the 1940 Act, as amended, or any contravention of the 1940 Act. Activities permitted
regulation thereunder, as the same may be interpreted by by the SEC exemptive orders or staff interpretations
the SEC staff from time to time, or as permitted by an shall not be deemed prohibited by this restriction.
exemptive order obtained from the SEC.
PROPOSAL 5D: AMENDMENT OF FUNDAMENTAL POLICY REGARDING
UNDERWRITING ACTIVITIES
Discussion of Proposed Modification
The proposed modification of the Funds' current fundamental policy is intended
to conform the fundamental investment restriction of the Funds to the language
of the standard fundamental investment restrictions of other funds in the
Phoenix Fund Complex. There is no material difference between the current
fundamental restriction and the proposed fundamental restriction set forth
below.
Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not engage in the business of underwriting The fund may not underwrite the securities issued by
securities issued by others, except to the extent that a other persons, except to the extent that, in
fund may be considered to be an underwriter within the connection with the disposition of portfolio
meaning of the Securities Act of 1933 in the disposition securities, the fund may be deemed to be an
of restricted securities or in connection with its underwriter under applicable law.
investments in other investment companies.
PROPOSAL 5E: AMENDMENT OF FUNDAMENTAL POLICY REGARDING PURCHASE AND
SALE OF REAL ESTATE
Discussion of Proposed Modification
The proposed modification of the Funds' current fundamental policy is intended
to conform the fundamental investment restriction of the Funds to the language
of the standard fundamental investment restrictions of other funds in the
Phoenix Fund Complex. There is no material difference between the current
fundamental restriction and the proposed fundamental restriction set forth
below.
Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not purchase or sell real estate except The fund may not purchase or sell real estate, except
that the funds may (i) invest in securities of issuers that the fund may (i) acquire or lease office space
that invest in real estate or interests therein, for its own use, (ii) invest in securities of issuers
(ii) invest in mortgage-related securities and other that invest in real estate or interests therein,
securities that are secured by real estate interests (iii) invest in mortgage-related securities and other
therein, (iii) hold and sell real estate acquired by the securities that are secured by real estate interests
fund as a result of the ownership of securities. therein, and (iv) hold and sell real estate acquired
by the fund as a result of the ownership of securities.
27
PROPOSAL 5F: AMENDMENT OF FUNDAMENTAL POLICY REGARDING LENDING
Discussion of Proposed Modification
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.
Investing in loan participations and assignments involve the risk that the
borrower may default on the loan and the Funds may not be able to recover the
amount invested in such loan participations and assignments.
Current Fundamental Restriction Proposed Fundamental Restriction
- ------------------------------- --------------------------------
Each fund may not make loans, except that the funds may The fund may not lend securities or make any other
(i) lend portfolio securities, (ii) enter into repurchase loans if, as a result, more than 33 1/3% of its total
agreements, (iii) purchase all or a portion of an issue assets would be lent to other parties except that the
of debt securities, bank loan participation interests, fund may purchase debt securities, may enter into
bank certificates of deposit, bankers' acceptances, repurchase agreements, may lend portfolio securities
debentures or other securities, whether or not the and may acquire loans, loan participations and
purchase is made upon the original issuance of the assignments (both funded and unfunded) and other
securities and (iv) participate in an interfund lending forms of debt instruments.
program with other registered investment companies.
REQUIRED VOTE FOR PROPOSALS 3, 4 AND 5
The amendment or elimination 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
PIC or 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 approve the Proposals. Each Board of Trustees
recommends a vote "FOR" Proposals 3, 4 and 5.
28
PROPOSAL 6: RECLASSIFICATION OF THE INVESTMENT OBJECTIVE FROM
FUNDAMENTAL TO NON-FUNDAMENTAL
This proposal applies to each of the Investment Objective 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 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
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
29
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 an 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 March 23, 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. Each Board of Trustees recommends a vote "FOR" Proposal
6.
PROPOSAL 7: 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, has 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 meetings held on
30
November 15, 2005 and 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.
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.
31
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.
REQUIRED VOTE
The approval of this proposal requires the affirmative vote of a
majority of a Trust's shares present and entitled to vote once a quorum has been
reached.
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.
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
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By order of the Board of Trustees
/s/ Kevin J. Carr
Kevin J. Carr, Esq.
Secretary
32
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 2,673,024.3160 -- 178,724.5150 --
Phoenix Foreign Opportunities
Fund 7,350,062.9920 -- 532,469.3790 2,305,537.0940
PHOENIX ASSET TRUST
Phoenix Rising Dividends Fund 629,037.4430 141,366.6370 128,706.9230 4,974,641.1110
Phoenix Small-Mid Cap Fund 1,615,142.6250 155,913.6990 577,447.8960 3,102,323.4020
PHOENIX CA TAX-EXEMPT BOND FUND 3,601,749.3340 5,768.7690 -- --
PHOENIX EQUITY SERIES FUND
Phoenix Growth & Income
Fund 10,651,526.1860 2,771,958.8550 3,812,272.3610 --
PHOENIX EQUITY TRUST
Phoenix Mid-Cap Value Fund 9,219,464.0880 -- 4,694,034.7720 --
Phoenix Pathfinder Fund 361,289.0470 -- 16,957.9130 --
Phoenix Relative Value Fund 209,844.7100 -- 26,333.6750 --
Phoenix Total Value Fund 2,558,525.3580 -- 35,442.8030 --
Phoenix Worldwide Strategies
Fund 10,330,486.1750 567,166.5070 182,384.8990 --
PHOENIX INSTITUTIONAL MUTUAL FUNDS
Phoenix Institutional Bond
Fund -- -- -- 2,790,630.3270
Phoenix Low Duration Core
Plus Bond Fund -- -- -- 1,059,449.5880
PHOENIX INVESTMENT SERIES FUND
Phoenix Global Utilities Fund 1,429,726.0280 -- 97,423.0520 --
Phoenix Income & Growth
Fund 33,127,568.3790 980,096.3540 203,875.0760 --
A-1
TRUST, Fund Class A Class B Class C Class X
- ----------- ------- ------- ------- -------
PHOENIX INVESTMENT TRUST 97
Phoenix Small-Cap Sustainable
Growth Fund 10,226.9130 -- 10,000.0000 70,502.1850
Phoenix Quality Small-Cap
Fund 10,000.0000 -- 13,780.0410 70,642.4030
Phoenix Small-Cap Value Fund 7,445,603.7600 1,823,787.6540 3,650,115.8900 --
Phoenix Value Equity Fund 1,872,077.8240 598,374.7340 613,533.1000 --
PHOENIX INVESTMENT TRUST 06
Phoenix All Cap Growth Fund 7,016,019.8400 569,537.9970 631,981.7700 --
Phoenix Nifty Fifty Fund 1,948,115.8770 348,441.3380 337,776.3650 --
Phoenix Small-Cap Growth
Fund 4,262,148.9440 1,016,944.8890 675,658.3160 --
PHOENIX MULTI-PORTFOLIO FUND
Phoenix Emerging Markets
Bond Fund 2,940,210.1850 1,259,370.2640 168,256.1430 --
Phoenix International Strategies
Fund 6,226,038.9990 547,104.9190 180,403.6610 --
Phoenix Real Estate Securities
Fund 30,515,739.9790 1,965,244.1890 2,733,820.2700 --
PHOENIX MULTI-SERIES TRUST
Phoenix High Yield Securities
Fund 2,400,331.5090 -- 114,156.4200 --
Phoenix Multi-Sector Fixed
Income Fund 10,580,620.9540 1,301,594.0520 1,547,389.2280 --
Phoenix Multi-Sector Short
Term Bond Fund 212,225,544.0770 6,019,398.6900 45,937,512.1080 --
PHOENIX OPPORTUNITIES TRUST
Phoenix Bond Fund 2,781,415.8520 577,504.5770 153,799.5700 6,161,358.0410
Phoenix Earnings Driven
Growth Fund 882,153.5680 679,144.3070 491,589.5690 254,179.9780
Phoenix Growth Opportunities
Fund 723,976.2640 -- 9,035.4200 --
PHOENIX PHOLIOs
Phoenix Conservative Income
PHOLIO 63,911.0460 -- 37,696.4050 --
Phoenix Diversifier PHOLIO 182,480.9240 -- 87,567.3300 --
Phoenix International PHOLIO 35,837.7410 -- 15,105.6200 --
Phoenix Wealth Accumulator
PHOLIO 298,649.1430 -- 217,723.0880 --
A-2
TRUST, Fund Class A Class B Class C Class X
- ----------- ------- ------- ------- -------
Phoenix Wealth Builder
PHOLIO 4,377,057.6560 -- 6,291,191.7420 --
Phoenix Wealth Guardian
PHOLIO 2,211,715.2760 -- 2,972,051.5220 --
Phoenix Wealth Preserver
PHOLIO 113,399.6630 -- 25,301.3140 --
PHOENIX PORTFOLIOS
Phoenix Market Neutral Fund 9,447,553.4750 442,411.9790 2,181,297.2340 --
PHOENIX SERIES FUND
Phoenix Balanced Fund 63,851,841.0630 1,395,135.1950 5,088,707.6090 --
Phoenix Capital Growth Fund 32,541,541.8695 665,739.4730 -- --
Phoenix Core Bond Fund 8,346,170.8190 232,400.0680 160,848.3200 --
Phoenix High Yield Fund 27,437,469.8030 980,817.6370 260,426.0200 --
Phoenix Mid-Cap Growth Fund 8,152,924.2330 728,271.8390 36,637.6040 --
Phoenix Money Market Fund 99,903,275.5180 -- -- --
PHOENIX STRATEGIC EQUITY SERIES FUND
Phoenix Dynamic Growth Fund 1,018,839.3240 -- 15,914.4770 --
Phoenix Fundamental Growth
Fund 2,458,143.6240 -- 18,964.2180 --
Phoenix Strategic Growth
Fund 10,239,187.7850 803,641.1590 145,794.2790 --
In addition, Phoenix Institutional Bond Fund series and Phoenix Low
Duration Core Plus Bond Fund series of Phoenix Institutional Mutual Funds had
643,311.8850 and 527,969.6650 shares of Class Y outstanding, respectively; and
Phoenix Multi-Sector Short Term Bond Fund series of Phoenix Multi-Series Trust
had 34,755,726.2120 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
DOLLAR RANGE OF EQUITY SECURITIES IN BY TRUSTEE/NOMINEE IN FAMILY OF
NAME OF TRUSTEE/NOMINEE 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 $10,001-$50,000
Phoenix Multi-Sector Short-Term
Bond Fund
$10,001-$50,000
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
DOLLAR RANGE OF EQUITY SECURITIES IN BY TRUSTEE/NOMINEE IN FAMILY OF
NAME OF TRUSTEE/NOMINEE 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 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
DOLLAR RANGE OF EQUITY SECURITIES IN BY TRUSTEE/NOMINEE IN FAMILY OF
NAME OF TRUSTEE/NOMINEE 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
Richard E. Segerson PHOENIX MULTI-SERIES TRUST Over $100,000
Phoenix Multi-Sector Short Term
Bond Fund
Over $100,000
Ferdinand L. J. Verdonck None None
B-3
APPENDIX C
COMPENSATION OF THE TRUSTEES FOR
THE CALENDAR YEAR ENDED DECEMBER 31, 2005
E. Harry Francis Leroy Geraldine James Richard Marilyn Philip Ferdinand
Virgil Dalzell- 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 $ 1,400.73
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 7,771.87
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 1,861.43
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 1,861.43
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 4,817.87
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 3,085.04
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 3,722.87
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 3,722.87
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 4,894.41
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 7,445.74
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 4,087.87
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 4,056.52
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 4,817.87
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 1,861.43
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 12,150.19
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 4,452.87
TOTAL
COMPENSATION
FROM THE FUND
COMPLEX(2)....... $201,433.68 $175,999.79 $134,750.09 $75,499.87 $174,457.01 $116,010.92 $83,750.12 $66,771.3 $232,959.71 $72,011.03
(1) Amounts shown includes $62,500 deferred pursuant to the Phoenix Funds' deferred compensation plan
(2) There are a total of 69 open- and closed-end investment companies in the Phoenix Fund Complex.
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, $6,000 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 $2,000 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 $1,250 for each telephonic meeting. Each
Executive and Compliance Committee member was entitled to $3,000 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.
- ------------------------------------------------------------------------------------------------------------------------------------
POSITION WITH THE
NAME, DATE 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, The Phoenix
DOB: 6/12/57 Companies, Inc. (2003-present). Director, Chairman, President
President of Phoenix Adviser Trust since 2005. and Chief Executive Officer, Phoenix Investment Partners, Ltd.
(2003-present). President, Phoenix Equity Planning
President of Phoenix Investment Trust 06 since Corporation (2005-present). President, DPCM Holding, Inc.
2005. (2005-present). President, Capital West Asset Management, LLC
(2005-present). Director and President, Phoenix Investment
Counsel, Inc. (2003-present). Director, Pasadena Capital
Corporation (2003-present). President, Euclid Advisers, LLC
(2003-present). Director and Chairman, PXP Institutional
Markets Group, Ltd. (2003-present). Director and President,
Rutherford Financial Corporation (2003-present). Director,
DPCM Holding, Inc. (2003-present). President, Phoenix Zweig
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 Funds Family
(2004-present). Chief Sales and Marketing Officer, Phoenix
Equity Planning Corporation (2003-2005). President and Chief
Executive Officer of North American investment operations,
Pioneer Investment Management USA, Inc. (2001-2003). President
of Private Wealth Management Group & Fidelity Brokerage
Company, Fidelity Investments (1996-2001).
D-1
- ------------------------------------------------------------------------------------------------------------------------------------
POSITION WITH THE
NAME, DATE OF BIRTH TRUSTS AND PRINCIPAL OCCUPATIONS DURING
AND ADDRESS LENGTH OF TIME SERVED THE LAST FIVE YEARS
- ------------------- ----------------------------------------------- --------------------------------------------------------------
George R. Aylward Executive Vice President since 2004. Senior Vice President and Chief Operating Officer, Asset
DOB: 8/17/64 Trust 06 since 2005. Management, The Phoenix Companies, Inc. (2004-present).
Executive Vice President and Chief Operating Officer, Phoenix
Executive Vice President of Phoenix Investment Partners, Ltd. (2004-present). Vice President,
Investment Trust 06 since 2005. Phoenix Life Insurance Company (2002-2004). Vice President,
The Phoenix Companies, Inc. (2001-2004). Vice President,
Executive Vice President of Phoenix Finance, Phoenix Investment Partners, Ltd. (2001-2002).
Adviser Trust since 2005. 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, Asset Management Product Development,
DOB: 7/27/62 The Phoenix Companies, Inc. (since 2006). Senior Vice
Senior Vice President of Phoenix Investment President, Asset Management Product Development, Phoenix
Trust 06 since 2005. Investment Partners, Ltd. (2005-present). Senior Vice
President and Chief Administrative Officer, Phoenix Investment
Senior Vice President of Phoenix Adviser Trust Partners, Ltd., (2003-2004). Senior Vice President and Chief
since 2005. Administrative Officer, Phoenix Equity Planning Corporation
(1999-2003). Senior Vice President, certain funds within the
Phoenix Funds Family (2004-present).
D-2
- ------------------------------------------------------------------------------------------------------------------------------------
POSITION WITH THE
NAME, DATE OF BIRTH TRUSTS AND PRINCIPAL OCCUPATIONS DURING
AND ADDRESS LENGTH OF TIME SERVED THE LAST FIVE YEARS
- ------------------- ----------------------------------------------- --------------------------------------------------------------
Marc Baltuch Vice President and Chief Compliance Officer Chief Compliance Officer, Zweig-DiMenna Associates LLC
Zweig-DiMenna since 2004. (1989-present); Vice President and Chief Compliance Officer,
Associates, LLC certain Funds within the Phoenix Fund Complex (2004-present);
900 Third Ave. Vice President and Chief Compliance Officer of Vice President, The Zweig Total Return Fund, Inc. (2004-
New York, NY 10022 Phoenix Adviser Trust since 2005. present); Vice President, The Zweig Fund, Inc.(2004-present);
DOB: 9/23/45 President and Director of Watermark Securities, Inc. (1991-
Vice President and Chief Compliance Officer of present); Assistant Secretary of Gotham Advisors Inc.
Phoenix Investment Trust 06 since 2005. (1990-present); Secretary, Phoenix-Zweig Trust (1989-2003);
Secretary, Phoenix Market Neutral Fund (1999-2002).
Nancy G. Curtiss Senior Vice President since 2006.
DOB: 11/24/52 Assistant Treasurer (2001-present), Vice President, Fund
Accounting (1994-2000), Phoenix Equity Planning Corporation.
Vice President, Phoenix Investment Partners, Ltd.
(2003-present). Senior Vice President, the Phoenix Funds
Family (since 2006). Vice President, The Phoenix Edge Series
Fund (1994-present), Treasurer, The Zweig Fund Inc. and the
Zweig Total Return Fund Inc. (2003-present). Chief Financial
Officer (2005-2006) and Treasurer (1994-2006), or Assistant
Treasurer (2005-2006), certain funds within the Phoenix Fund
Complex.
Kevin J. Carr Vice President, Chief Legal Officer, Counsel Vice President and Counsel, Phoenix Life Insurance Company
Phoenix Life and Secretary since 2005. (2005-present). Vice President, Counsel, Chief Legal Officer
Insurance Company and Secretary of certain funds within the Phoenix Fund Complex
One American Row (2005-present). Compliance Officer of Investments and Counsel,
Hartford, CT 06102 Travelers Life & Annuity Company (January 2005-May 2005).
DOB: 8/30/54 Assistant General Counsel, The Hartford Financial Services
Group (1999-2005).
W. Patrick Bradley Chief Financial Officer and Treasurer since Second Vice President, Fund Administration, Phoenix Equity
DOB: 3/2/72 2006 Planning Corporation (2004-present). Chief Financial Officer
and Treasurer (2006-present) or Chief Financial Officer and
Chief Financial Officer and Treasurer of Treasurer (2005-present), certain funds within the Phoenix
Phoenix Asset Trust, Phoenix Opportunities Fund Family. Vice President, Chief Financial Officer,
Trust and Phoenix Investment Trust 06 since Treasurer and Principal Accounting Officer, The Phoenix Edge
2005. Series Fund (since 2006). Assistant Treasurer, certain funds
within the Phoenix Fund Complex (2004-2006). Senior Manager
(2002-2004), Manager (2000-2002), Audit, Deloitte & Touche,
LLP.
D-3
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 Advisers
LLC, 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 a wholly-owned
subsidiary of PXP, which 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.
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
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER PERCENTAGE
OF OF
NAME OF SHAREHOLDER FUND SHARES SHARES
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
A G EDWARDS & SONS INC CUST INCOME & GROWTH FUND-C 10,947.7440 5.37%
FBO JAMES L EWING IRA R/O ACCOUNT
P.O. BOX 15
TREGO WI 54888-0015
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
A G EDWARDS & SONS INC FBO CA TAX-EXEMPT BOND FUND-B 773.1700 13.40%
STANLEY G JUE AND
SONJA K JUE TTEE
A/C XXXX-XX0328
ONE NORTH JEFFERSON
ST LOUIS MO 63103
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
BANK J VONTOBEL AG FOCUSED VALUE FUND-A 410,808.4250 15.37%
ATTN: SETTLEMENTS
BAHNHOFSTRASSE #3
CH-8022 ZURICH
SWITZERLAND 00000-0000
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
BEAR STEARNS SECURITIES CORP EARNINGS DRIVEN GROWTH FUND-X 12,771.9410 5.02%
FBO XXX-XXX90-17
1 METROTECH CENTER NORTH
BROOKLYN NY 11201-3870
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
BEAR STEARNS SECURITIES CORP. EARNINGS DRIVEN GROWTH FUND-X 13,006.6360 5.12%
FBO XXX-XXX21-11
1 METROTECH CENTER NORTH
BROOKLYN NY 11201-3870
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
BEAR STEARNS SECURITIES CORP. EARNINGS DRIVEN GROWTH FUND-X 15,335.4210 6.03%
FBO XXX-XXX70-19
1 METROTECH CENTER NORTH
BROOKLYN NY 11201-3870
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
BEAR STEARNS SECURITIES CORP. CA TAX-EXEMPT BOND FUND-B 2,824.8590 48.97%
FBO XXX-XXX68-10
1 METROTECH CENTER NORTH
BROOKLYN NY 11201-3870
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
BEAR STEARNS SECURITIES CORP. BOND FUND-C 17,664.0810 11.49%
FBO XXX-XXX39-19
1 METROTECH CENTER NORTH
BROOKLYN NY 11201-3870
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
BOARD OF TRUSTEES REFRIGERATION INSTITUTIONAL BOND FUND-X 178,769.6430 6.41%
AIR CONDITIONING & SERVICE DIVISION
(UA-NJ) PENSION FUND DTD 09/06/68
C/O I E SHAFFER & CO
830 BEAR TAVERN RD PO BOX 1028
WEST TRENTON NJ 08628-0230
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
CAROLANN CATALOGNE WEALTH GUARDIAN PHOLIO-A 110,951.6030 5.02%
60 MAHER LN
NEWTOWN PA 18940-9687
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
CAROLYN TURNER TTEE GROWTH OPPORTUNITIES FUND-A 119,100.5880 16.45%
ROBERT E TURNER JR TRUST
9 HORSESHOE LN
PAOLI PA 19301-1909
- ----------------------------------------------------------------------------------------------------------------------------
F-1
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER PERCENTAGE
OF OF
NAME OF SHAREHOLDER FUND SHARES SHARES
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
CHARLES QUIMBY ELLIS BLANK TTEES INSTITUTIONAL BOND FUND-X 253,923.5960 9.10%
RE-SOLVE SITE TR FUND
C/O MINTZ LEVIN COHN FERRIS GLOVSKY
& POPEO PC ATTN SUSAN DRENNAN
1 FINANCIAL CTR
BOSTON MA 02111-2621
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
CHARLES SCHWAB & CO GROWTH OPPORTUNITIES FUND-A 168,990.2100 23.34%
ATTN MUTUAL FUNDS / TEAM S
4500 CHERRY CREEK DR S FL 3
DENVER CO 80246
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
CHARLES SCHWAB & CO INC FOCUSED VALUE FUND-A 703,338.0960 26.31%
EXCLUSIVE BENEFIT OF OUR CUSTOMERS FOREIGN OPPORTUNITIES FUND-A 2,099,568.6350 28.57%
REINVEST ACCOUNT
ATTN MUTUAL FUNDS DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
CHARLES SCHWAB & CO INC BOND FUND-X 481,180.0760 7.81%
REINVEST ACCOUNT EARNINGS DRIVEN GROWTH FUND-X 15,380.6000 6.05%
ATTN MUTUAL FUND DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
CHARLES SCHWAB & CO INC REAL ESTATE SECURITIES FUND-A 5,259,568.9130 17.24%
SPECIAL CUSTODY ACCT FOR THE
BENEFIT OF CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
CHARLES SCHWAB & CO INC RISING DIVIDENDS FUND-A 404,572.7170 64.32%
SPECIAL CUSTODY ACCT FOR THE SMALL-MID CAP FUND-A 401,325.2850 24.85%
EXCLUSIVE BENEFIT OF CUSTOMERS
ATTN: MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
CITIGROUP GLOBAL MARKETS INC ALL-CAP GROWTH FUND-A 355,079.7560 5.06%
HOUSE ACCOUNT BALANCED FUND-B 71,774.5580 5.14%
XXXXXXX1250 BALANCED FUND-C 332,117.5160 6.53%
ATTN PETER BOOTH 7TH FLOOR CA TAX-EXEMPT BOND FUND-A 221,756.7880 6.16%
333 W 34TH ST CA TAX-EXEMPT BOND FUND-B 409.8870 7.11%
NEW YORK NY 10001-2402 INCOME & GROWTH FUND-A 2,065,332.9700 6.23%
INCOME & GROWTH FUND-B 52,451.8270 5.35%
INTERNATIONAL STRATEGIES FUND-C 33,588.4170 18.62%
MID-CAP VALUE FUND-C 571,961.2650 12.18%
MULTI-SEC SHORT TERM BOND FUND-B 563,402.4830 9.36%
MULTI-SEC SHORT TERM BOND FUND-T 5,307,879.6290 15.27%
MULTI-SECTOR FIXED INCOME FUND-A 593,501.8040 5.61%
MULTI-SECTOR FIXED INCOME FUND-C 157,940.0520 10.21%
REAL ESTATE SECURITIES FUND-B 215,575.7260 10.97%
REAL ESTATE SECURITIES FUND-C 576,726.0360 21.10%
RISING DIVIDENDS FUND-A 37,512.9520 5.96%
RISING DIVIDENDS FUND-B 13,021.6100 9.21%
RISING DIVIDENDS FUND-C 10,112.4590 7.86%
SMALL-CAP VALUE FUND-C 308,428.1130 8.45%
SMALL-MID CAP FUND-B 40,914.9150 26.24%
SMALL-MID CAP FUND-C 203,662.9370 35.27%
VALUE EQUITY FUND-C 41,529.6660 6.77%
- ----------------------------------------------------------------------------------------------------------------------------
F-2
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER PERCENTAGE
OF OF
NAME OF SHAREHOLDER FUND SHARES SHARES
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
DEAN WITTER REYNOLDS INC CUST CA TAX-EXEMPT BOND FUND-B 410.1040 7.11%
HAROLD V BAHRKE & CAROL M BAHRKE
PO BOX 250 CHURCH ST STA
NEW YORK NY 10008-0250
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
DELAWARE CHARTER GUAR & TR CO CUST HIGH YIELD FUND-B 56,965.6940 5.81%
FBO JOHN LENCIONI IRA R/O
2030 OSCAR AVE
BAKERSFIELD CA 93304-5635
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
ELIZABETH A HALL CORE BOND FUND-C 11,001.0030 6.84%
2235 NE DOUGLAS
NEWPORT OR 97365-1841
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
EMJAY CORPORATION TTEE INSTITUTIONAL BOND FUND-X 175,377.4710 6.28%
PLANS OF RPSA CUSTOMERS
C/O GREAT WEST
8515 E ORCHARD RD # 2T2
GREENWOOD VLG CO 80111-5002
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
FIRST CLEARING CORPORATION PATHFINDER FUND-C 3,611.5040 21.30%
A/C XXXX-3442
FCC AS CUSTODIAN
45 FRANCOVICH COURT
RENO NV 89509-7920
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
FIRST CLEARING, LLC EMERGING MARKETS BOND FUND-C 9,121.3530 5.42%
A/C XXXX-6928
BERTRAM BACHMAN R/O IRA
FCC AS CUSTODIAN
39 FAIRFIELD RD
WEST HARTFORD CT 06117-1902
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
FIRST CLEARING, LLC INTERNATIONAL PHOLIO-A 2,874.1140 8.02%
A/C XXXX-2789
DANIEL S LAMPE &
CHRISTIE L LAMPE JT TEN
7 OAKSHIRE DR W
GLEN CARBON IL 62034-8514
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
FIRST CLEARING, LLC MID-CAP GROWTH FUND-C 1,932.5620 5.27%
A/C XXXX-0230
DIANE LAHTI &
WILLIAM LAHTI JT TEN
8912 OXBRIDGE CT
RALEIGH NC 27613-1377
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
FIRST CLEARING, LLC QUALITY SMALL-CAP FUND-C 1,978.2390 14.36%
A/C XXXX-2498
GLORIANA G SPRINGER
IRREVOCABLE TRUST
1906 BURKEWOOD DRIVE
SIDNEY OH 45365-1974
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
FIRST CLEARING, LLC BOND FUND-C 8,321.0840 5.41%
A/C XXXX-4224
JOHN F HUBBLE IRA
FCC AS CUSTODIAN
RR 2 BOX 2724
BETHEL VT 05032-9732
- ----------------------------------------------------------------------------------------------------------------------------
F-3
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER PERCENTAGE
OF OF
NAME OF SHAREHOLDER FUND SHARES SHARES
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
FIRST CLEARING, LLC QUALITY SMALL-CAP FUND-C 1,801.8020 13.08%
A/C XXXX-6157
MARIA L JOFFEE CUST
AMANDA LEIRA JOFFEE
12990 ARCH CREEK TER
NORTH MIAMI FL 33181-2210
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
FIRST REPUBLIC BANK EARNINGS DRIVEN GROWTH FUND-X 21,423.3970 8.43%
D/B/A FIRST REPUBLIC TRUST CO
111 PINE ST
SAN FRANCISCO CA 94111-5602
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
FIRST UNION NATIONAL BANK INVST INSTITUTIONAL BOND FUND-X 176,392.8060 6.32%
COUNSEL FOR PLUMBERS LOCAL 690
A/C#XXXXXX1698 CMG NC1151
1525 WEST WT HARRIS BLVD.
CHARLOTTE NC 28262-8522
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
GLENN D SHAFFER TTEE INSTITUTIONAL BOND FUND-X 184,034.2030 6.59%
PLUMBERS & PIPEFITTERS LOCAL
UNION NO 9 PENSION FUND
I E SHAFFER & CO
PO BOX 1028
830 BEAR TAVERN RD
WEST TRENTON NJ 08628-0230
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
GLENN D SHAFFER TTEE INSTITUTIONAL BOND FUND-X 186,370.0910 6.68%
PLUMBERS LOCAL NO 24 PENSION PLAN
C/O IE SHAFFER & CO
830 BEAR TAVERN RD
WEST TRENTON NJ 08628-1020
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
JACK RYAN BATOR WEALTH ACCUMULATOR PHOLIO-C 10,951.6290 5.03%
176 OLD ORCHARD RD
BRISTOL CT 06010-9472
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
JOHN F MCLELLAN TTEE INSTITUTIONAL BOND FUND-X 966,965.8440 34.65%
PLYMOUTH COUNTY CONTRIBUTORY
RETIREMENT SYSTEM
10 CORDAGE PARK CIR STE 234
PLYMOUTH MA 02360-7318
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
JP MORGAN CHASE BANK, N.A. FBO BOND FUND-X 867,018.1530 14.07%
XXXXX3207 FOREIGN OPPORTUNITIES FUND-X 596,111.6910 25.86%
500 STANTON CHRISTIANA ROAD RISING DIVIDENDS FUND-X 563,990.1460 11.34%
NEWARK DE 19713-2107 SMALL-MID CAP FUND-X 180,791.3960 5.83%
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
KATHLEEN O'REILLY GROWTH OPPORTUNITIES FUND-C 610.8200 6.76%
400 NORTH MAIN ST UNIT 26
MANCHESTER CT 06040
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
LOUIS N TERZO HIGH YIELD FUND-C 15,266.6800 5.86%
JOAN D TERZO JT WROS
148 KENNEDY RD
MANCHESTER CT 06042-2233
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
LPL FINANCIAL SERVICES INCOME & GROWTH FUND-C 14,801.2690 7.26%
A/C XXXX-5985
9785 TOWNE CENTRE DRIVE
SAN DIEGO CA 92121-1968
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
LPL FINANCIAL SERVICES VALUE EQUITY FUND-A 137,602.7620 7.35%
A/C XXXX-9268
9785 TOWNE CENTRE DRIVE
SAN DIEGO CA 92121-1968
- ----------------------------------------------------------------------------------------------------------------------------
F-4
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER PERCENTAGE
OF OF
NAME OF SHAREHOLDER FUND SHARES SHARES
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
LPL FINANCIAL SERVICES EMERGING MARKETS BOND FUND-C 11,552.7930 6.87%
A/C XXXX-5548
9785 TOWNE CENTRE DRIVE
SAN DIEGO CA 92121-1968
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
LPL FINANCIAL SERVICES FUNDAMENTAL GROWTH-C 3,993.0090 21.06%
A/C XXXX-8990
9785 TOWNE CENTRE DRIVE
SAN DIEGO CA 92121-1968
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
MARY E PACE TOD CONSERVATIVE INCOME PHOLIO-A 4,350.9070 6.81%
192 PHILLIPS RD
GLENBURN ME 04401-1007
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
MERRILL LYNCH PIERCE FENNER & SMALL-CAP GROWTH FUND-C 186,645.7390 27.62%
SMITH INC TRADE HOUSE ACCOUNT
ATTN BOOK ENTRY
4801 DEER LAKE DR E
JACKSONVILLE FL 32246-6485
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
MLPF&S FOR THE SOLE ALL-CAP GROWTH FUND-A 2,194,887.6280 31.28%
BENEFIT OF ITS CUSTOMERS ALL-CAP GROWTH FUND-B 107,608.3260 18.89%
ATTN FUND ADMINISTRATION ALL-CAP GROWTH FUND-C 278,077.6670 44.00%
4800 DEER LAKE DR E 3RD FL BALANCED FUND-B 165,036.3600 11.83%
JACKSONVILLE FL 32246-6484 BALANCED FUND-C 803,579.9020 15.79%
BOND FUND-B 200,273.7590 34.68%
BOND FUND-C 15,145.7720 9.85%
CONSERVATIVE INCOME PHOLIO-C 11,588.4690 30.74%
CORE BOND FUND-B 32,070.1360 13.80%
CORE BOND FUND-C 50,887.6220 31.64%
DIVERSIFIER PHOLIO-A 33,361.2370 18.28%
DIVERSIFIER PHOLIO-C 40,453.1950 46.20%
DYNAMIC GROWTH FUND-C 4,896.9690 30.77%
EARNINGS DRIVEN GROWTH FUND-A 166,084.0610 18.83%
EARNINGS DRIVEN GROWTH FUND-B 238,762.8870 35.16%
EARNINGS DRIVEN GROWTH FUND-C 231,986.0690 47.19%
EMERGING MARKETS BOND FUND-A 192,222.4370 6.54%
EMERGING MARKETS BOND FUND-B 82,746.6620 6.57%
FOREIGN OPPORTUNITIES FUND-C 251,507.9670 47.23%
FUNDAMENTAL GROWTH-C 2,912.1220 15.36%
GLOBAL UTILITIES FUND-C 27,151.2830 27.87%
GROWTH & INCOME FUND-B 262,200.3780 9.46%
GROWTH & INCOME FUND-C 469,511.3730 12.32%
GROWTH OPPORTUNITIES FUND-A 45,274.6510 6.25%
HIGH YIELD FUND-B 76,404.8840 7.79%
HIGH YIELD FUND-C 69,699.0920 26.76%
HIGH YIELD SECURITIES FUND-C 8,940.9730 7.83%
INCOME & GROWTH FUND-C 10,605.8100 5.20%
INTERNATIONAL PHOLIO-C 934.4420 6.19%
INTERNATIONAL STRATEGIES FUND-A 315,906.0200 5.07%
MID-CAP GROWTH FUND-B 41,643.3650 5.72%
MID-CAP GROWTH FUND-C 2,950.4580 8.05%
MID-CAP VALUE FUND-A 826,869.7870 8.97%
MID-CAP VALUE FUND-C 1,518,611.3000 32.35%
MULTI-SEC SHORT TERM BOND FUND-A 25,869,421.6850 12.19%
MULTI-SEC SHORT TERM BOND FUND-B 1,786,271.4840 29.68%
MULTI-SEC SHORT TERM BOND FUND-C 4,344,772.1330 9.46%
MULTI-SEC SHORT TERM BOND FUND-T 21,210,750.8850 61.03%
MULTI-SECTOR FIXED INCOME FUND-A 929,659.9290 8.79%
MULTI-SECTOR FIXED INCOME FUND-B 182,058.0080 13.99%
MULTI-SECTOR FIXED INCOME FUND-C 503,820.2300 32.56%
NIFTY FIFTY FUND-A 604,846.0300 31.05%
NIFTY FIFTY FUND-B 65,169.9590 18.70%
NIFTY FIFTY FUND-C 165,568.8210 49.02%
- ----------------------------------------------------------------------------------------------------------------------------
F-5
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER PERCENTAGE
OF OF
NAME OF SHAREHOLDER FUND SHARES SHARES
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
REAL ESTATE SECURITIES FUND-A 3,852,723.7540 12.63%
REAL ESTATE SECURITIES FUND-B 470,172.8970 23.92%
REAL ESTATE SECURITIES FUND-C 585,646.1090 21.42%
RELATIVE VALUE FUND-C 13,267.1670 50.38%
RISING DIVIDENDS FUND-B 54,785.4130 38.75%
RISING DIVIDENDS FUND-C 9,648.7650 7.50%
SMALL-CAP GROWTH FUND-A 566,662.2190 13.30%
SMALL-CAP GROWTH FUND-B 170,889.2240 16.80%
SMALL-CAP VALUE FUND-B 199,367.5580 10.93%
SMALL-CAP VALUE FUND-C 423,911.1500 11.61%
SMALL-MID CAP FUND-A 177,871.8100 11.01%
SMALL-MID CAP FUND-B 20,784.4500 13.33%
SMALL-MID CAP FUND-C 165,328.0690 28.63%
STRATEGIC GROWTH FUND-C 11,051.0610 7.58%
VALUE EQUITY FUND-B 48,805.4610 8.16%
VALUE EQUITY FUND-C 72,955.7270 11.89%
WEALTH ACCUMULATOR PHOLIO-A 59,314.6360 19.86%
WEALTH ACCUMULATOR PHOLIO-C 106,466.2790 48.90%
WEALTH BUILDER PHOLIO-A 1,104,250.4000 25.23%
WEALTH BUILDER PHOLIO-C 3,787,835.8270 60.21%
WEALTH GUARDIAN PHOLIO-A 444,969.7720 20.12%
WEALTH GUARDIAN PHOLIO-C 1,947,326.5390 65.52%
WEALTH PRESERVER PHOLIO-C 10,325.9050 40.81%
WORLDWIDE STRATEGIES FUND-B 36,430.3260 6.42%
WORLDWIDE STRATEGIES FUND-C 27,122.9210 14.87%
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
MLPF&S FOR THE SOLE MARKET NEUTRAL FUND-B 130,606.5510 29.52%
BENEFIT OF ITS CUSTOMERS MARKET NEUTRAL FUND-C 501,595.4070 23.00%
ATTN FUND ADMINISTRATION 975Y4
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
MYRTLE B QUIER STRATEGIC GROWTH FUND-B 42,181.9010 5.25%
1416 ALSACE RD
READING PA 19604-1873
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
NFS LLC FEBO CORE BOND FUND-C 20,040.5390 12.46%
FMTC TTEE
TPMG SAVINGS PLANS
FBO ANNIE A WICKHAM
9976 STONE OAK WAY
ELK GROVE CA 95624-2670
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
NFS LLC FEBO CONSERVATIVE INCOME PHOLIO-C 2,030.4570 5.39%
NFS/FMTC IRA
FBO DAVID E MILLER
32 CORTLAND LN
LYNNFIELD MA 01940-1626
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
NFS LLC FEBO DONNA K SEFTON TTEE RISING DIVIDENDS FUND-X 263,084.5760 5.29%
DONNA K SEFTON TRUST
U/A 06/14/83
2550 5TH AVE STE 808
SAN DIEGO CA 92103-6624
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
NFS LLC FEBO QUALITY SMALL-CAP FUND-X 10,703.3640 15.15%
GERALD D MYERS
GERALD D MYERS
U/A 11/05/1985
1520 ALDERCREEK PL
WESTLAKE VILLAGE CA 91362-4211
- ----------------------------------------------------------------------------------------------------------------------------
F-6
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER PERCENTAGE
OF OF
NAME OF SHAREHOLDER FUND SHARES SHARES
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
NFS LLC FEBO QUALITY SMALL-CAP FUND-X 8,409.7860 11.90%
FMT CO CUST IRA ROLLOVER
FBO GERALD D MYERS
1520 ALDERCREEK PL
WESTLAKE VILLAGE CA 91362-4211
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
NFS LLC FEBO GLOBAL UTILITIES FUND-C 5,002.0390 5.13%
GRACE A MASCIARELLI TTEE
THE GRACE A MASCIARELLI
SURVIVORS TR, U/A 7/8/04
3455 BLANDFORD WAY
DAVIDSONVILLE MD 21035-2443
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
NFS LLC FEBO FOREIGN OPPORTUNITIES FUND-X 143,294.2440 6.22%
HARLEY K SEFTON TTEE RISING DIVIDENDS FUND-X 454,343.3690 9.13%
DONNA K SEFTON IRREV TRUST
U/A 04/29/93
2550 5TH AVE STE 808
SAN DIEGO CA 92103-6624
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
NFS LLC FEBO QUALITY SMALL-CAP FUND-X 7,485.0300 10.60%
HARLEY K SEFTON TTEE SMALL-CAP SUSTAINABLE GROWTH FD-X 7,796.2580 11.06%
HARLEY K SEFTON TRUST
U/A 04/13/90
2550 5TH AVE STE 808
SAN DIEGO CA 92103-6624
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
NFS LLC FEBO SMALL-CAP SUSTAINABLE GROWTH FD-X 10,526.3160 14.93%
JOHN R URABEC
JOHN URABEC E S RUSSELL TTEE
U/A 07/23/2004
238 QUINCY AVE
LONG BEACH CA 90803-1633
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
NFS LLC FEBO PATHFINDER FUND-A 26,239.8560 7.26%
FMT CO CUST IRA ROLLOVER
FBO RICHARD A POWELL
113 PROSPECT AVE
SAUSALITO CA 94965-2332
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
NFS LLC FEBO GLOBAL UTILITIES FUND-C 5,917.1600 6.07%
NFS/FMTC IRA
FBO ROBERT W EVANS
170 TAM GLADE
SEVERNA PARK MD 21146-1528
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
NFS LLC FEBO QUALITY SMALL-CAP FUND-X 5,511.0220 7.80%
DR RUSSELL KLEIN SMALL-CAP SUSTAINABLE GROWTH FD-X 5,699.4820 8.08%
DR RUSSELL KLEIN TTEE
U/A 03/15/2005
16101 VENTURA BLVD STE 340
ENCINO CA 91436-2516
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
NFS LLC FEBO QUALITY SMALL-CAP FUND-X 16,332.6650 23.12%
THE CHILDREN'S BURN FOUNDATION SMALL-CAP SUSTAINABLE GROWTH FD-X 16,891.1920 23.96%
5000 VAN NUYS BOULEVARD
SUITE 300
SHERMAN OAKS CA 91403-1784
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
NFS LLC FEBO BOND FUND-X 418,761.5070 6.80%
FIIOC AS AGENT FOR RISING DIVIDENDS FUND-X 299,544.6170 6.02%
QUALIFIED EMPLOYEE BENEFIT VALUE EQUITY FUND-A 167,033.2540 8.92%
PLANS (401K) FINOPS-IC FUNDS
100 MAGELLAN WAY KW1C
COVINGTON KY 41015-1987
- ----------------------------------------------------------------------------------------------------------------------------
F-7
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER PERCENTAGE
OF OF
NAME OF SHAREHOLDER FUND SHARES SHARES
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
PERSHING LLC FOCUSED VALUE FUND-C 11,055.9780 6.19%
P.O. BOX 2052 HIGH YIELD FUND-C 13,558.7270 5.21%
JERSEY CITY NJ 07303-2052 INCOME & GROWTH FUND-C 10,547.1350 5.17%
PATHFINDER FUND-C 1,991.0250 11.74%
RELATIVE VALUE FUND-C 2,865.3300 10.88%
RISING DIVIDENDS FUND-C 20,581.0590 15.99%
RISING DIVIDENDS FUND-C 13,428.0760 10.43%
RISING DIVIDENDS FUND-C 6,884.5420 5.35%
SMALL-MID CAP FUND-C 29,531.7330 5.11%
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
PETER A EVANOFSKI INTERNATIONAL PHOLIO-A 2,794.6460 7.80%
TAMARA EVANOFSKI JT WROS
135 BRADER DR
WILKES BARRE PA 18705-3704
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
PHOENIX EQUITY PLANNING CORP CONSERVATIVE INCOME PHOLIO-A 10,328.8540 16.16%
ATTN CORP ACCOUNTING CONSERVATIVE INCOME PHOLIO-C 10,265.1050 27.23%
56 PROSPECT ST CORE BOND FUND-C 15,683.9890 9.75%
HARTFORD CT 06103-2818 DIVERSIFIER PHOLIO-A 10,039.9600 5.50%
DIVERSIFIER PHOLIO-C 10,033.9660 11.46%
GROWTH OPPORTUNITIES FUND-C 8,424.6000 93.24%
INCOME & GROWTH FUND-C 12,954.6630 6.35%
INTERNATIONAL PHOLIO-A 10,092.8850 28.16%
INTERNATIONAL PHOLIO-C 10,086.9570 66.78%
INTERNATIONAL STRATEGIES FUND-C 10,657.3910 5.91%
MID-CAP GROWTH FUND-C 5,133.4700 14.01%
QUALITY SMALL-CAP FUND-A 10,000.0000 100.00%
QUALITY SMALL-CAP FUND-C 10,000.0000 72.57%
QUALITY SMALL-CAP FUND-X 10,000.0000 14.16%
RISING DIVIDENDS FUND-B 7,441.7110 5.26%
RISING DIVIDENDS FUND-C 7,437.0960 5.78%
SMALL-CAP SUSTAINABLE GROWTH FD-A 10,000.0000 97.78%
SMALL-CAP SUSTAINABLE GROWTH FD-C 10,000.0000 100.00%
SMALL-CAP SUSTAINABLE GROWTH FD-X 10,000.0000 14.18%
WEALTH PRESERVER PHOLIO-A 10,252.3310 9.04%
WEALTH PRESERVER PHOLIO-C 10,181.7000 40.24%
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
PHOENIX LIFE INSURANCE COMPANY DYNAMIC GROWTH FUND-A 190,000.0000 18.65%
C/O MATTHEW PAGLIARO DYNAMIC GROWTH FUND-C 10,000.0000 62.84%
ONE AMERICAN ROW 3RD FL FUNDAMENTAL GROWTH-A 190,000.0000 7.73%
HARTFORD CT 06103-2833 FUNDAMENTAL GROWTH-C 10,000.0000 52.73%
GLOBAL UTILITIES FUND-A 520,120.5290 36.38%
GLOBAL UTILITIES FUND-C 10,414.6150 10.69%
HIGH YIELD SECURITIES FUND-A 1,484,043.5050 61.83%
HIGH YIELD SECURITIES FUND-C 105,215.4470 92.17%
LOW-DURATION CORE PLUS BOND FUND-X 1,059,449.5880 100.00%
LOW-DURATION CORE PLUS BOND FUND-Y 527,969.6650 100.00%
PATHFINDER FUND-A 190,689.2160 52.78%
PATHFINDER FUND-C 10,004.9020 59.00%
RELATIVE VALUE FUND-A 190,186.8240 90.63%
RELATIVE VALUE FUND-C 10,000.0000 37.97%
TOTAL VALUE FUND-A 571,595.5600 22.34%
TOTAL VALUE FUND-C 30,000.0000 84.64%
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
PHOENIX WEALTH BUILDER PHOLIO BOND FUND-A 964,255.3360 34.67%
ATTN CHRIS WILKOS DYNAMIC GROWTH FUND-A 474,475.4500 46.57%
SHAREHOLDER SERVICES DEPT FOREIGN OPPORTUNITIES FUND-A 378,040.4950 5.14%
C/O PHOENIX EQUITY PLANNING FUNDAMENTAL GROWTH-A 1,311,860.4190 53.37%
101 MUNSON ST GROWTH & INCOME FUND-A 897,180.5190 8.42%
GREENFIELD MA 01301-9684 GLOBAL UTILITIES FUND-A 473,342.1500 33.11%
HIGH YIELD SECURITIES FUND-A 253,954.1960 10.58%
INSTITUTIONAL BOND FUND-Y 320,373.7270 49.80%
INTERNATIONAL STRATEGIES FUND-A 1,081,025.6100 17.36%
MARKET NEUTRAL FUND-A 715,088.5610 7.57%
TOTAL VALUE FUND-A 1,323,772.6970 51.74%
- ----------------------------------------------------------------------------------------------------------------------------
F-8
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER PERCENTAGE
OF OF
NAME OF SHAREHOLDER FUND SHARES SHARES
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
PHOENIX WEALTH GUARDIAN PHOLIO BOND FUND-A 906,441.0040 32.59%
ATTN CHRIS WILKOS DYNAMIC GROWTH FUND-A 171,825.7120 16.86%
SHAREHOLDER SERVICES DEPT FUNDAMENTAL GROWTH-A 506,842.2160 20.62%
C/O PHOENIX EQUITY PLANNING GLOBAL UTILITIES FUND-A 110,687.5060 7.74%
101 MUNSON ST HIGH YIELD SECURITIES FUND-A 235,964.0570 9.83%
GREENFIELD MA 01301-9684 INSTITUTIONAL BOND FUND-Y 301,147.0350 46.81%
INTERNATIONAL STRATEGIES FUND-A 385,538.8770 6.19%
TOTAL VALUE FUND-A 510,384.6170 19.95%
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
POLLY GOODMAN WEALTH PRESERVER PHOLIO-A 7,541.1000 6.65%
1 OAK CREEK RIDGE DR
LONGVIEW TX 75605-1629
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
PRUDENTIAL INVESTMENT MGMT SERVICE EARNINGS DRIVEN GROWTH FUND-A 97,053.3080 11.00%
FBO MUTUAL FUND CLIENTS
PRUCHOICE UNIT/MAILSTOP NJ 05-11-20
100 MULBERRY ST
3 GATEWAY CENTER FL 11
NEWARK NJ 07102-4000
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
R RENEE PARENTI ADMIN INSTITUTIONAL BOND FUND-X 229,620.2460 8.23%
ASBESTOS WORKERS LOCAL 24
PENSION PLAN
C/O CARDAY ASSOCIATES
4600 POWDER MILL RD STE 100
BELTSVILLE MD 20705-2647
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
RALPH C ELWOOD MID-CAP GROWTH FUND-C 3,645.8330 9.95%
600 QUEEN ELIZABETH DRIVEWAY
OTTAWA ONTARIO CANADA K15 3N5
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
RAYMOND JAMES & ASSOC INC FOCUSED VALUE FUND-C 29,279.9280 16.38%
FBO RAFFO ANTHONY J
BIN# XXXX8600
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
RAYMOND JAMES & ASSOC INC FOCUSED VALUE FUND-C 9,306.9530 5.21%
FBO SIMPSON IRA
BIN# XXXX6280
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
RAYMOND JAMES & ASSOC INC FOCUSED VALUE FUND-C 14,066.5420 7.87%
FBO WELLS IRA
BIN# XXXX1910
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
RBC DAIN RAUSCHER CUSTODIAN PATHFINDER FUND-C 911.5770 5.38%
DEBBIE BLANDER
A/C #XXXX-1475
INDIVIDUAL RETIREMENT ACCOUNT
2441 RUTLAND PLACE
THOUSAND OAKS CA 91362-1603
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
RICHARD W MILLER GLOBAL UTILITIES FUND-C 10,213.8420 10.48%
WILLIAM MILLER JT WROS
100 CLOCK SHOP DR
BERLIN CT 06037-3321
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
ROBERT A SCHWARZKOPF OR QUALITY SMALL-CAP FUND-X 9,823.1830 13.91%
HELEN H SCHWARZKOPF TTEES SMALL-CAP SUSTAINABLE GROWTH FD-X 10,141.9880 14.39%
THE SCHWARZKOPF TRUST DTD 06/17/04
12033 KEARSARGE STREET
LOS ANGELES CA 90049-4146
- ----------------------------------------------------------------------------------------------------------------------------
F-9
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER PERCENTAGE
OF OF
NAME OF SHAREHOLDER FUND SHARES SHARES
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
ROBERT E TURNER GROWTH OPPORTUNITIES FUND-A 132,706.0310 18.33%
CAROLYN W TURNER JT WROS
9 HORSESHOE LN
PAOLI PA 19301-1909
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
SALES MARKETING SERVICES LLC DIVERSIFIER PHOLIO-A 42,095.4160 23.07%
PO BOX 735 PATHFINDER FUND-A 69,167.4840 19.14%
BENTONVILLE AR 72712-0735
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
SEI PRIVATE TRUST COMPANY MONEY MARKET FUND-A 5,792,266.6600 5.80%
C/O WACHOVIA
FBO XXXXX4600
ATTN MUTUAL FUNDS ADMINISTRATOR
1 FREEDOM VALLEY DR
OAKS PA 19456
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
SOUTHWEST SECURITIES INC FBO MID-CAP GROWTH FUND-C 4,580.4990 12.50%
CRAIG SHEYON
SWS SECURITIES INC.
AS ROLLOVER IRA CUSTODIAN
PO BOX 509002
DALLAS TX 75250-9002
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
STATE STREET BANK & TRUST CO CUST CONSERVATIVE INCOME PHOLIO-C 4,138.4350 10.98%
FOR THE IRA ROLLOVER OF
ANITA TILOKI
15 FERRIS GLN
POUGHQUAG NY 12570-5559
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
STATE STREET BANK & TRUST CO WEALTH PRESERVER PHOLIO-A 8,899.6400 7.85%
CUST FOR THE SEP IRA OF
BEN SPIES
1908 HOYT
LONGVIEW TX 75601-3905
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
STATE STREET BANK & TRUST CO EMERGING MARKETS BOND FUND-C 20,671.6410 12.29%
CUST FOR THE IRA ROLLOVER OF
BETTY T CANEDY
1019 S 106TH PLZ APT 201
OMAHA NE 68114-4723
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
STATE STREET BANK & TRUST CO CONSERVATIVE INCOME PHOLIO-C 3,494.4580 9.27%
CUST FOR THE IRA ROLLOVER OF
DEOLALL TILOKI
15 FERRIS GLN
POUGHQUAG NY 12570-5559
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
STATE STREET BANK & TRUST CO WORLDWIDE STRATEGIES FUND-C 14,973.1360 8.21%
CUST FOR THE IRA OF
DONALD E CARR
15922 ROSEWOOD CT
CLIVE IA 50325-7924
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
STATE STREET BANK & TRUST CO CONSERVATIVE INCOME PHOLIO-A 13,188.3230 20.64%
C/F THEODORE URBACZEWSKI JR (DCD)
FBO DOROTHY URBACZEWSKI
615 LONGBROOK AVE
STRATFORD CT 06614-5116
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
STATE STREET BANK & TRUST CO CONSERVATIVE INCOME PHOLIO-A 8,717.0400 13.64%
CUST FOR THE IRA ROLLOVER OF
ELLEN J BRAM
41 PHEASANT CHASE
WEST HARTFRD CT 06117-1031
- ----------------------------------------------------------------------------------------------------------------------------
F-10
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER PERCENTAGE
OF OF
NAME OF SHAREHOLDER FUND SHARES SHARES
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
STATE STREET BANK & TRUST CO WEALTH ACCUMULATOR PHOLIO-A 20,225.8090 6.77%
C/F REGIONAL DISTRICT #17 BOE 403B
FBO GARY J SHETTLE
35 BROWNS LN
PO BOX 923
OLD LYME CT 06371-0923
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
STATE STREET BANK & TRUST CO CA TAX-EXEMPT BOND FUND-B 482.9930 8.37%
CUST FOR THE SEP IRA OF
JEROME A YURKOSKI
17 COLBURN LN
LITTLETON MA 01460-1288
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
STATE STREET BANK & TRUST CO CUST CORE BOND FUND-B 22,623.3180 9.73%
ROCKY HILL PUBLIC SCHOOLS 403B
FBO LOUIS J PEAR
227 WILLIAM ST
PORTLAND CT 06480-1661
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
STATE STREET BANK & TRUST CO CONSERVATIVE INCOME PHOLIO-A 8,184.1050 12.81%
CUST FOR THE IRA ROLLOVER OF
MARK A BRAM
41 PHEASANT CHASE
WEST HARTFRD CT 06117-1031
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
STATE STREET BANK & TRUST CO CORE BOND FUND-C 9,368.3160 5.82%
C/F SOUTHINGTON BOARD OF ED 403B
FBO MARY P DAPKINS
52 MELISSA LN
PROSPECT CT 06712-1463
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
STATE STREET BANK & TRUST CO WEALTH PRESERVER PHOLIO-A 10,953.6610 9.66%
CUST FOR THE IRA OF
POLLY GOODMAN
1 OAK CREEK RIDGE DR
LONGVIEW TX 75605-1629
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
STATE STREET BANK & TRUST CO INCOME & GROWTH FUND-C 17,420.8660 8.54%
CUST FOR THE IRA OF
ROBERT S MCCLURE
2238 CAMINO BRAZOS
PLEASANTON CA 94566-5813
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
STATE STREET BANK & TRUST CO BOND FUND-C 9,275.6390 6.03%
CUST FOR THE IRA ROLLOVER OF
ROLAND C EMMANUELE
4 HINCHCLIFFE DR
NEWBURGH NY 12550-8810
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
STATE STREET BANK & TRUST CO INTERNATIONAL PHOLIO-A 4,201.1020 11.72%
CUST FOR THE IRA ROLLOVER OF WEALTH PRESERVER PHOLIO-A 10,742.5310 9.47%
TERESA M DONATO
6172 PASEO TIENDA
CARLSBAD CA 92009-2230
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
UBS FINANCIAL SERVICES INC FBO DIVERSIFIER PHOLIO-C 4,471.1540 5.11%
ALAN R PAGE & NANCY J PAGE
TTEES ALAN R PAGE & NANCY J
PAGE INTERVIVOS TRUST
3737 VISTA DE LA BAHIA
SAN DIEGO CA 92117-5748
- ----------------------------------------------------------------------------------------------------------------------------
F-11
- ----------------------------------------------------------------------------------------------------------------------------
NUMBER PERCENTAGE
OF OF
NAME OF SHAREHOLDER FUND SHARES SHARES
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
UBS FINANCIAL SERVICES INC FBO TOTAL VALUE FUND-C 3,149.2250 8.89%
ANNIE SCHILLER TTEE FBO
JOSEPH CHAIKEL IRREV TRUST
UAD 06/07/1983
59 ARCHER DRIVE
BRONXVILLE NY 10708-4601
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
UBS FINANCIAL SERVICES INC. FBO TOTAL VALUE FUND-C 2,293.5780 6.47%
JAMES L ADAMS
KATHLEEN DOLIN ADAMS
168 PLANTATION CIR S
PONTE VEDRA BCH FL 32082-3930
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
UBS FINANCIAL SERVICES INC FBO INTERNATIONAL PHOLIO-C 1,917.5460 12.69%
MR JARROD Y OWEN
2255 VERO BEACH AVENUE
VERO BEACH FL 32960-4142
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
UBS FINANCIAL SERVICES INC. FBO CA TAX-EXEMPT BOND FUND-B 496.6720 8.61%
KATHERINE M WILLIAMS
ELIZABETH A HICKS JTWROS
5104 GLEN VERDE DR
BONITA CA 91902-2626
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
UBS FINANCIAL SERVICES INC. FBO GLOBAL UTILITIES FUND-C 4,938.2310 5.07%
MARGARET SMITH-BURKE
141 WOOSTER ST APT 4B
NEW YORK NY 10012-3198
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
UBS FINANCIAL SERVICES INC. FBO CONSERVATIVE INCOME PHOLIO-C 3,856.0790 10.23%
RICHARD E BROGHAMER
GLORIA B BROGHAMER
JT TEN
31 SHORE RD
N BROOKFIELD MA 01535-1766
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
WELLS FARGO INVESTMENTS LLC MID-CAP GROWTH FUND-C 2,064.4100 5.63%
A/C XXXX-1041
608 SECOND AVENUE SOUTH 8TH FL
MINNEAPOLIS MN 55402-1927
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
WELLS FARGO INVESTMENTS LLC DIVERSIFIER PHOLIO-A 9,446.4180 5.18%
A/C XXXX-3518
608 SECOND AVENUE SOUTH 8TH FL
MINNEAPOLIS MN 55402-1927
- ----------------------------------------------------------------------------------------------------------------------------
WELLS FARGO INVESTMENTS LLC EARNINGS DRIVEN GROWTH FUND-X 17,217.6310 6.77%
A/C XXXX-2708
608 SECOND AVENUE SOUTH 8TH FL
MINNEAPOLIS MN 55402-1927
- ------------------------------------------------ ------------------------------------------- --------------- ---------------
WINIFRED A CARGILL CORE BOND FUND-C 12,222.2220 7.60%
7 KING PHILLIP TRL
NORFOLK MA 02056-1405
- ----------------------------------------------------------------------------------------------------------------------------
F-12
PROXY PROXY
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 31, 2006
THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES. The undersigned
shareholder(s) of Phoenix Adviser Trust, Phoenix Asset Trust, 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, 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 Fund, 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." 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 Proposals 3, 4 and 5 of the Proxy Statement are referred to herein as the
"Fundamental Restriction Funds." The Funds identified in Proposal 6 of the Proxy
Statement are referred to herein as the "Investment Objective Funds."
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-241-6192
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
indicated 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)
______________________________________,2006
Date PWC_16821
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.
FUNDS FUNDS FUNDS
- ----- ----- -----
Fundname Drop In 1 Fundname Drop In 2 Fundname Drop In 3
Fundname Drop In 4 Fundname Drop In 5 Fundname Drop In 6
Fundname Drop In 7 Fundname Drop In 8 Fundname Drop In 9
VOTING OPTIONS
READ YOUR PROXY STATEMENT AND HAVE IT AT HAND WHEN VOTING.
[GRAPHIC OMITTED] [GRAPHIC OMITTED] [GRAPHIC OMITTED] [GRAPHIC OMITTED]
COMPUTER TELEPHONE LETTER COURIER
VOTE ON THE INTERNET VOTE BY PHONE VOTE BY MAIL VOTE IN PERSON
LOG ON TO: CALL 1-866-241-6192 VOTE, SIGN AND DATE ATTEND SHAREHOLDER MEETING
https://vote.proxy-direct.com FOLLOW THE RECORDED THIS PROXY CARD AND RETURN IN THE 56 PROSPECT STREET
- ----------------------------- INSTRUCTIONS POSTAGE-PAID ENVELOPE HARTFORD, CT
FOLLOW THE ON-SCREEN INSTRUCTIONS AVAILABLE 24 HOURS ON OCTOBER 31, 2006
AVAILABLE 24 HOURS
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD.
The Board of Trustees recommends a vote FOR the following proposals.
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE:
- --------------------------------------------------------------------------------
[ ] To vote as the Board Recommends for ALL Funds on ALL Proposals mark this
box. No other vote is necessary.
- --------------------------------------------------------------------------------
1. TO ELECT ELEVEN TRUSTEES (EXCEPT AS MARKED TO THE CONTRARY BELOW).
FOR WITHHOLD FOR ALL
01 E. Virgil Conway 02. Harry Dalzell-Payne 03. Daniel T. Geraci ALL ALL EXCEPT
04. Francis E. Jefferies 05. Leroy Keith, Jr. 06. Marilyn E. LaMarche [ ] [ ] [ ]
07 Philip R. McLoughlin 08. Geraldine M. McNamara 09. James M. Oates
10. Richard E. Segerson 11. Ferdinand L. J. Verdonck
To withhold authority to vote for any individual nominee(s) mark the, ""For All
Except" and write the nominee number(s) on the line provided ___________________
______________________________
2. TO 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.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ]
Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ]
Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ]
TO APPROVE A PROPOSAL TO REMOVE AND AMEND CERTAIN FUNDAMENTAL INVESTMENT
RESTRICTIONS FROM THE FUNDAMENTAL RESTRICTION FUNDS
3. FUNDAMENTAL RESTRICTION WITH RESPECT TO LOANS.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ]
Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ]
Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ]
4. CHANGES IN THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE PHOENIX ASSET
TRUST TO CONFORM TO THE STANDARD FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE
FUNDS IN THE PHOENIX FUND COMPLEX.
4.a. INVESTMENT OF ASSETS IN A SINGLE OPEN_END INVESTMENT COMPANY
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ]
Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ]
Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ]
4.b. CHANGES OF STATUS AS A DIVERSIFIED SERIES
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ]
Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ]
Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ]
4.c INVESTMENT OF MORE THAN 25% OF ASSETS IN COMPANIES ENGAGED IN ONE INDUSTRY.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ]
Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ]
Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ]
4.d. LIMITS ON BORROWING.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ]
Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ]
Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ]
4.e. ISSUANCE OF SENIOR SECURITIES
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ]
Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ]
Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ]
4.f. UNDERWRITING ACTIVITIES.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ]
Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ]
Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ]
4.g PURCHASE AND SALE OF REAL ESTATE.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ]
Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ]
Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ]
4.h. PURCHASE AND SALE OF COMMODITIES AND COMMODITIES CONTRACTS.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ]
Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ]
Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ]
4.i. LIMITS ON LENDING.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ]
Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ]
Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ]
5. CHANGES IN THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUNDS OF THE
PHOENIX ADVISER TRUST TO CONFORM TO THE STANDARD FUNDAMENTAL INVESTMENT
RESTRICTIONS OF THE FUNDS IN THE PHOENIX FUND COMPLEX.
5.a. INVESTMENT OF MORE THAN 25% OF ASSETS IN COMPANIES ENGAGED IN ONE INDUSTRY.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ]
Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ]
Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ]
5.b. LIMITS ON BORROWING
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
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5.c ISSUANCE OF SENIOR SECURITIES.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
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5.d. UNDERWRITING ACTIVITIES.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
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5.e. PURCHASE AND SALE OF REAL ESTATE
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
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5.f. LIMITS ON LENDING.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
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6 TO APPROVE A PROPOSAL TO RECLASSIFY THE INVESTMENT OBJECTIVE OF THE
INVESTMENT OBJECTIVE FUNDS FROM FUNDAMENTAL TO NON-FUNDAMENTAL.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
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7 TO APPROVE A PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS
LLC AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FUNDS.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
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PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PWC_16821