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

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-12

JANUS ADVISER
File Nos. 333-106142 and 811-21371
(Name of Registrant as Specified in Its Charter/Declaration of Trust)

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

Payment of filing fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction
applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

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

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement no.:

(3) Filing Party:

(4) Date Filed:

JANUS ADVISER
151 DETROIT STREET
DENVER, COLORADO 80206

FOCUSED VALUE FUND
INTERNATIONAL EQUITY FUND

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 17, 2005

To the Shareholders of Janus Adviser:

NOTICE IS HEREBY GIVEN THAT a Special Meeting of the Shareholders of the
Focused Value Fund and International Equity Fund of Janus Adviser (the "Trust"),
a Delaware statutory trust, will be held at the offices of Phoenix Investment
Partners, Ltd., 56 Prospect Street, Hartford, Connecticut on May 17, 2005 at 10
a.m. Eastern Time and any adjournments thereof (the "Special Meeting") for the
following purposes:

1. To elect Trustees (Proposal 1) (all shareholders).

2. To approve a new Investment Advisory Agreement between the Trust
and Phoenix Investment Counsel, Inc. ("PIC") for each Fund (Proposal 2)
(all shareholders).

3. To approve a new Subadvisory Agreement between PIC and Vontobel
Asset Management, Inc. ("Vontobel") for each Fund (Proposal 3) (all
shareholders).

4. To approve a proposal to permit PIC to hire and replace investment
advisers or to modify investment advisory agreements without shareholder
approval (Proposal 4) (all shareholders).

5. To transact any other business that may properly come before the
meeting.

The Board of Trustees has fixed the close of business on April 1, 2005 as
the record date for determination of shareholders entitled to notice of and to
vote at the Special Meeting.

By order of the Board of Trustees

---------------------------------
Kelley Abbott Howes
General Counsel, Vice-President
and Secretary

March 24, 2005

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

<Table>
<Caption>
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
</Table>

JANUS ADVISER
151 DETROIT STREET
DENVER, COLORADO 80206
(303) 333-3863

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 17, 2005

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees (the "Board") of Janus Adviser (the "Trust"),
with respect to the Focused Value Fund and International Equity Fund (each a
"Fund" and, collectively, the "Funds"), for use at the special meeting of
shareholders to be held at Hartford, Connecticut on May 17, 2005 (the "Meeting")
and any adjournment(s) thereof. The Meeting will be held at the offices of
Phoenix Investment Partners, Ltd., 56 Prospect Street, Hartford, Connecticut 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
cards are first being mailed to shareholders on or about April 5, 2005 or as
soon as practicable thereafter. The close of business on April 1, 2005 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
holder of a whole or fractional share shall be entitled to one vote for each
whole or fractional dollar of net asset value standing in such shareholder's
name. On the Record Date the following shares were outstanding:

<Table>
<Caption>
CLASS A CLASS C INVESTOR CLASS I
-------- -------- -------- --------

Focused Value Fund.........................
International Equity Fund..................
</Table>

A copy of the Trust's annual report for the fiscal year ending February 29,
2004 and unaudited semi-annual report for the six month period ending August 31,
2004 is available free of charge on the Trust's website, www.janus.com or by
calling 800-525-3713.

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 Trust. Investor Connect has been
engaged to assist in the distribution, tabulation and solicitation of proxies.
The anticipated cost of such services is approximately [TBD]. The costs
associated with the printing and mailing of this Proxy Statement will be borne
equally by Janus Capital Management LLC ("JCM"), the current adviser to the
Trust, and Phoenix Investment Counsel, Inc. ("PIC"). JCM will bear the costs
associated with the proxy solicitor, the solicitation, the Meeting and the
filing of this Proxy Statement with the SEC. PIC will bear the costs associated
with the preparation of this Proxy Statement.

Any shareholder submitting a proxy has the power to revoke it by attending
and voting in person at the Meeting, by mailing a notice of revocation to the
Secretary at the principal office of the Trust, or by executing a superseding
proxy by telephone or through the internet. All properly executed and unrevoked
proxies received in time for the Meeting will be voted as specified in the proxy
or, if no specification is made, the shares will be voted FOR the election of
the Trustees, FOR the approval of the new Investment Advisory Agreement, FOR the
approval of the new Subadvisory Agreement, and FOR the approval of a proposal to
permit PIC to hire and replace investment advisers or to modify investment
advisory agreements without shareholder approval.

Thirty percent of the outstanding shares of the Trust must be present in
person or by proxy to constitute a quorum for the transaction of business for
the Trust. 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 present in person or by proxy at the meeting. The persons named as
proxies will vote those proxies

which they are entitled to vote in favor of the proposals in favor of such
adjournment, and will vote against any such adjournment those proxies that they
have been instructed to vote against the proposals.

"Broker non-votes" are shares held by a broker or nominee for which an
executed proxy is received by the Trust, but are not voted as to one or more
proposals because instructions have not been received from beneficial owners or
persons entitled to vote and the broker or nominee does not have discretionary
power. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and "broker non-votes" are treated as
shares that are present for purposes of determining whether a quorum is present,
but do not represent votes cast with respect to a proposal. Abstentions and
broker non-votes will have no effect on Proposal 1, for which the required vote
is a plurality of the votes cast. For Proposals 2, 3, and 4, abstentions and
"broker non-votes" are treated as shares that are present for purposes of
determining whether a quorum is present, but do not represent votes cast with
respect to a proposal and have the same effect as a "no" vote.

Separate votes are taken by each Fund or class only if a matter affects or
requires the vote of only that Fund or class or that Fund's or class' interest
in the matter differs from the interest of other Funds or classes.

BACKGROUND OF THE PROPOSALS

At a meeting held on March 24, 2005, the Board of Trustees of Janus Adviser
voted to approve a transaction whereby Janus Adviser will be integrated into the
Phoenix Funds (the "Transaction"). In approving the Transaction, the Board of
Trustees considered that JCM has determined in its business judgment to
concentrate solely on internal investment management of its funds. Consequently,
since Vontobel Asset Management, Inc. ("Vontobel"), the subadviser to the Funds,
is unaffiliated with JCM, its subadvisory activities are no longer compatible
with JCM's future management structure. In addition, both JCM and Vontobel
recognize the potential distribution benefits of associating with the Phoenix
Funds. Such distribution opportunities may increase the size and amount of
assets of each of the Funds, and, as a result, may lead to economies of scale
and more efficient asset management, as well as additional investment
opportunities within the Phoenix Funds for Fund shareholders.

Pursuant to the Transaction, the current Trustees of Janus Adviser will
cease to be Trustees of the Trust when their successors become Trustees as
described below. Subject to shareholder approval of the new Investment Advisory
Agreement (the "New Advisory Agreement") and the new Subadvisory Agreement (the
"New Subadvisory Agreement"), the Funds will terminate their current Investment
Advisory Agreements (the "Current Advisory Agreements") with JCM, JCM will
terminate its current Subadvisory Agreements with Vontobel (the "Current
Subadvisory Agreements") and PIC and Vontobel will become the Trust's new
investment adviser and subadviser, respectively, effective [June 17, 2005.] Each
of the proposals except Proposal 4 is contingent upon the others. Therefore, the
Transaction will not be consummated, and the proposed new Trustees will not
become Trustees unless the nominees are elected and the New Advisory Agreement
and the New Subadvisory Agreement are approved by the shareholders of each Fund.

Pursuant to the Transaction, and subject to receipt of the foregoing
shareholder approvals, current Investor and Class I shares of the Trust will be
converted to Class A shares and the investors whose shares are so converted
thereafter will be permitted to purchase additional Class A shares at net asset
value for so long as they continue their investment in the Trust.

CURRENT AND PROPOSED FEE STRUCTURES

The tables below describe the current and proposed expense structures for
the Funds:

<Table>
<Caption>
JANUS ADVISER FOCUSED VALUE FUND PHOENIX STRUCTURE
------------------------------------------ -------------------
CLASS A CLASS C INVESTOR CLASS I CLASS A CLASS C
------- ------- -------- ------- ------- -------

SHAREHOLDER FEES
Maximum Sales Charge....... 5.75%(2) None None None 5.75%(2) None
Maximum Deferred Sales None(1) 1.00%(3) None None None(1) 1.00%(3)
Charges.................
Redemption Fees............ None None None None None None
ANNUAL OPERATING EXPENSES
Management Fees
First $100 million...... 0.96% 0.96% 0.96% 0.96% 0.75% 0.75%
$100-300 million........ 0.85% 0.85% 0.85% 0.85% 0.75% 0.75%
$300 million and over... 0.75% 0.75% 0.75% 0.75% 0.75% 0.75%
Distribution and Service 0.25% 1.00% 0.25% 0.25% 0.25% 1.00%
(12b-1) Fees............
Administrative Services None None 0.10% 0.25% None None
Fees....................
Other Expenses............. 0.86%(4) 0.87% 0.76% 0.75% 0.39% 0.39%
TOTAL OPERATING EXPENSES
Total Operating Expenses... 2.07% 2.83% 2.07% 2.21% 1.39% 2.14%
Net Operating Expenses 1.15% 1.90% 1.25% 1.40% 1.25% 2.00%
after Waiver............
</Table>

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

(1) Subject to certain redemptions of Class A shares within 1 year.

(2) May be waived for certain investors

(3) Applies on Class C shares redeemed within 1 year.

(4) Includes networking and/or omnibus account fees charged by intermediaries
with respect to processing orders in Fund shares.

<Table>
<Caption>
JANUS ADVISER INTERNATIONAL EQUITY FUND PHOENIX STRUCTURE
------------------------------------------ -------------------
CLASS A CLASS C INVESTOR CLASS I CLASS A CLASS C
------- ------- -------- ------- ------- -------

SHAREHOLDER FEES
Maximum Sales Charge..... 5.75%(2) None None None 5.75%(2) None
Maximum Deferred Sales None(1) 1.00%(3) None None None(1) 1.00%(3)
Charges...............
Redemption Fees.......... None None 2.00% 2.00% None None
ANNUAL OPERATING EXPENSES
Management Fees
First $100 million.... 0.99% 0.99% 0.99% 0.99% 0.85% 0.85%
$100-300 million...... 0.85% 0.85% 0.85% 0.85% 0.85% 0.85%
$300 million and 0.75% 0.75% 0.75% 0.75% 0.85% 0.85%
over................
Distribution and Service 0.25% 1.00% 0.25% 0.25% 0.25% 1.00%
(12b-1) Fees..........
Administrative Services None None 0.10% 0.25% None None
Fees..................
Other Expenses........... 1.50%(4) 1.50%(4) 1.39% 1.38% 0.36% 0.36%
TOTAL OPERATING EXPENSES
Total Operating 2.74% 3.49% 2.73% 2.87% 1.46% 2.21%
Expenses..............
Net Operating Expenses 1.25% 2.00% 1.35% 1.50% 1.35% 2.10%
after Waiver..........
</Table>

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

(1) Subject to certain redemptions of Class A shares within 1 year.

(2) May be waived for certain investors

(3) Applies on Class C shares redeemed within 1 year.

(4) Includes networking and/or omnibus account fees charged by intermediaries
with respect to processing orders in Fund shares.

Currently, JCM has a contractual agreement to waive, until September 30,
2005, the advisory fee payable by each Fund in an amount equal to the amount, if
any, that such Fund's annual operating expenses in any fiscal year (including
the investment advisory fee, but excluding the administrative services fee, the
distribution and shareholder servicing fee, brokerage commissions, interest,
taxes and extraordinary expenses) exceed the following annual rates:

<Table>
<Caption>
EXPENSE
LIMIT
PERCENTAGE FOR
ALL CLASSES
--------------

Focused Value Fund.......................................... 0.90%
International Equity Fund................................... 1.00%
</Table>

JCM is entitled under certain circumstances to recoup such reimbursements
or fee reductions from the Funds. However, if the New Advisory Agreement is
approved, JCM has agreed to waive its ability to recoup such reimbursements and
fee reductions.

PIC has agreed to continued the current expense limits for Classes A and C
until March 31, 2006. As a result, current Investor Class and Class I
shareholders will benefit from a temporary reduction in total expenses, after
waiver. Following March 31, 2006, the total expenses for the funds will be as
shown in the table above under the Phoenix structure. This change in total
expenses after waiver will cause shareholders in Classes A and C to bear a 0.10%
increase in expenses following March 31, 2006. However, there is a possibility
that due to asset growth and resulting economies of scale, the overall expenses
of Classes A and C as of March 31, 2006 could be lower than the total expenses
shown in the table above. In addition, PIC has agreed with Vontobel to waive,
for three years from the effective date of the proposed New Advisory

Agreement, a portion of its management fee as represented in the tables set
forth above, subject to a recoupment provision.

SERVICE PROVIDERS

The following outlines the current service providers for the Funds:

<Table>
<Caption>
SERVICE PROVIDER FEE PAID BY FUNDS
- ---------------- -----------------

Janus Distributors LLC (Distributor)........................ [add fees]
Brown Brothers Harriman & Co. (Custodian)...................
Janus Services LLC (Transfer Agent and Administrator).......
DST Systems, Inc. (shareholder accounting system)...........
</Table>

If the Trustee nominees are elected, it is anticipated that they will
approve the following service agreements:

<Table>
<Caption>
SERVICE PROVIDER FEE PAID BY FUNDS
- ---------------- -----------------

Phoenix Equity Planning Corporation ("PEPCO") [add fees]
(Underwriter).............................................
Brown Brothers Harriman & Co. (Custodian)...................
PEPCO (Transfer Agent)......................................
PEPCO (Financial Agent).....................................
</Table>

If the Transaction is completed, Janus Distributors LLC will waive its
rights to contingent deferred sales charges on redemptions of Fund shares
currently subject to a contingent deferred sales charge and such charges will be
paid to PEPCO. A 12b-1 fee will continue to be paid by the Funds at current
rates.

PROPOSAL 1: ELECTION OF TRUSTEES

REQUIRED VOTE

Approval of Proposal 1 requires the affirmative vote of a plurality of the
shares of the Trust voting in person or by proxy at the Meeting. As a Delaware
statutory trust, the Trust is not required, and does not intend, to hold annual
shareholder meetings for the purpose of electing Trustees. Once elected, each
Trustee shall serve until termination of the Trust or until he or she sooner
dies, resigns, retires or is removed as a Trustee. Although the Trust will not
normally hold annual meetings of its shareholders, it may hold shareholder
meetings from time to time on important matters, and shareholders have certain
rights to call a meeting to remove a Trustee or to take other action described
in the Trust's Declaration of Trust. Also, if at any time fewer than a majority
of the Trustees holding office have been elected by the shareholders, the
Trustees then in office will promptly call a shareholders' meeting for the
purpose of seeking a shareholder election of Trustees.

BOARD OF TRUSTEES RECOMMENDATION

On March 24, 2005, the Board of Trustees, including all of the Trustees who
are not interested persons of the Trust (the "Disinterested Trustees") pursuant
to Section 2(a)(19) of the Investment Company Act of 1940 (the "1940 Act"), met
to review pertinent information on the nominees for election to the Board of
Trustees and unanimously determined to nominate the following candidates to
serve on the Board, subject to receipt of the required shareholder approval. The
following nominees currently serve on the boards of other investment companies
managed by PIC or other companies not affiliated with PIC. The Nominating
Committee and the Board of Trustees recommend that each nominee listed below be
elected to serve as a Trustee until he or she ceases to be a Trustee.

NOMINEES FOR DISINTERESTED TRUSTEES

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

E. Virgil Conway Nominee 37 Trustee of several investment companies in the
Rittenhouse Advisors, LLC Phoenix Funds complex. Chairman, Rittenhouse
101 Park Avenue Advisors, LLC (consulting firm) since 2001.
New York, NY 10178 Trustee/Director, Pace University
DOB: 8/2/29 (Director/Trustee Emeritus) (1978-present),
Urstadt Biddle Property Corp. (1989-present),
Greater New York Councils, Boy Scouts of
America (1985-present), Josiah Macy, Jr.,
Foundation (1975-present), Realty Foundation of
York (1972-present), New York Housing
Partnership Development Corp. (Chairman)
(1981-present), Academy of Political Science
(Vice Chairman) (1985 to present) and Colgate
University (Trustee Emeritus) (2004 to
present). Chairman, Metropolitan Transportation
Authority (1992-2001). Trustee/Director,
Consolidated Edison Company of New York, Inc.
(1970-2002), Atlantic Mutual Insurance Company
(1974-2002), Centennial Insurance Company
(1974-2002), Union Pacific Corp. (1978-2002),
Blackrock Freddie Mac Mortgage Securities Fund
(Advisory Director) (1990-2002), Accuhealth
(1994-2002), Trism, Inc. (1994-2001), and The
Harlem Youth Development Foundation (Chairman)
(1998-2002).
Harry Dalzell-Payne Nominee 37 Trustee of several investment companies in the
The Flat, Elmore Court Phoenix Funds complex. Currently retired.
Elmore, GL0S,
GL2 6NT U.K.
DOB: 8/9/29
S. Leland Dill Nominee 27 Trustee of several investment companies in the
7721 Blue Heron Way Phoenix Funds complex. Currently retired.
West Palm Beach, FL 33412 Trustee, Scudder Investments (33 portfolios)
DOB: 3/28/30 (1986-present). Director, Coutts & Co. Trust
Holdings Limited (1991-1999), Coutts & Co.
Group (1994-1999) and Coutts & Co.
International (USA) (private banking)
(1992-2000).
Francis E. Jeffries Nominee 29 Trustee of several investment companies in the
8477 Bay Colony Dr. #902 Phoenix Funds complex. Director, The Empire
Naples, FL 34108 District Electric Company (1984-present).
DOB: 9/23/30
</Table>

Leroy Keith, Jr. Nominee 27 Trustee of several investment companies in the
Stonington Partners, Inc. Phoenix Funds complex. Partner, Stonington
736 Market Street, Ste. 1430 Partners, Inc. (private equity fund) since
Chattanooga, TN 37402 2001. Chairman (1995-2000) and Chief Executive
DOB: 2/14/39 Officer (1995-1998), Carson Products Company
(cosmetics). Director/Trustee, of several
investment companies in the Evergreen Funds
complex.
Geraldine M. McNamara Nominee 37 Trustee of several investment companies in the
United States Trust Company Phoenix Funds complex. Managing Director,
of NY United States Trust Company of New York
114 West 47th Street (private bank) (1982- present).
New York, NY 10036
DOB: 4/17/51
Everett L. Morris Nominee 37 Trustee of several investment companies in the
164 Laird Road Phoenix Funds complex. Currently retired. Vice
Colts Neck, NJ 07722 President, W.H. Reaves and Company (investment
DOB: 5/26/28 management) (1993-2003).
James M. Oates Nominee 27 Trustee of several investment companies in the
Northeast Partners Phoenix Funds complex. Chairman and Director,
150 Federal Street Hudson Castle Group Inc. (formerly IBEX Capital
Suite 1000 Markets Inc.) (financial services)
Boston, MA 02100 (1997-present). Managing Director, Wydown Group
DOB: 5/31/46 (consulting firm) (1994-present). Director,
Investors Financial Service Corporation
(1995-present), Investors Bank & Trust
Corporation (1995-present), Stifel Financial
(1996-present), Connecticut River Bancorp
(1998-present), Connecticut River Bank (2002-
present), 1Mind.com (2000-present) and Trust
Company of New Hampshire (2002-present).
Director and Treasurer, Endowment for Health,
Inc. (2000-present). Chairman, Emerson
Investment Management, Inc. (2000-present).
Investment Committee, New Hampshire Charitable
Foundation (2001-present). Vice Chairman,
Massachusetts Housing Partnership (1994-1999).
Director, Blue Cross and Blue Shield of New
Hampshire (1994-1999), AIB Govett Funds
(1991-2000), Command Systems, Inc. (1998-2000).
Phoenix Investment Partners, Ltd. (1995-2001),
1Mind, Inc. (2000-2002) and Plymouth Rubber Co.
(1995-2003). Trustee of John Hancock Trust
(2004-present).
</Table>

Donald B. Romans Nominee 27 Trustee of several investment companies in the
39 S. Sheridan Road Phoenix Funds complex. President, Romans &
Lake Forest, IL 60045 Company (private investors and financial
DOB: 4/22/31 consultants) (1987-present). Trustee, Burnham
Investors Trust (5 portfolios) (1967-present).
Richard E. Segerson Nominee 27 Trustee of several investment companies in the
102 Valley Road Phoenix Funds complex. Managing Director,
New Canaan, CT 06840 Northway Management Company (1998-present).
DOB: 2/16/46
Ferdinand L.J. Verdonck Nominee 27 Trustee of several investment companies in the
Nederpolder 7 Phoenix Funds complex. Director, Banco Urquijo
B-9000 Gent (Chairman). Trustee, Phoenix Funds Complex
Belgium (2004-present). Director, EASDAQ (Chairman),
The Fleming Continental European Investment
Trust, Groupe SNEF, Degussa Antwerpen N.V.,
Santens N.V. Managing Director, Almanij N.V.
(1992-2003); Director, KBC Bank and Insurance
Holding Company (Euronext) (1992-2003), KBC
Bank (1992-2003), KBC Insurance (1992-2003),
Kredietbank, S.A. Luxembourgeoise (1992-2003),
Investco N.V. (1992-2003), Gevaert N.V.
(1992-2003), Fidea N.V. (1992-2003), Almafin
N.V. (1992-2003), Centea N.V. (1992-2003),
Dutch Chamber of Commerce for Belgium and
Luxemburg, Phoenix Investment Partners, Ltd.
(1995-2001).
Lowell P. Weicker, Jr. Nominee 27 Trustee of several investment companies in the
7 Little Point Street Phoenix Funds complex. Director, Medallion
Essex, CT 06426 Financial New York (2003- present), Compuware
DOB: 5/16/31 (1996-present) and WWF, Inc. (2000-present).
President, The Trust for America's Health (non-
profit) (2001-present). Director, UST Inc.
(1995-2004) and HPSC Inc. (1995-2004).
</Table>

NOMINEES FOR INTERESTED TRUSTEES

If elected and if the New Advisory Agreement is approved, each of the
nominees listed below would be an "interested person" of the Trust, as defined
in Section 2(a)(19) of the 1940 Act, as amended, and the rules and regulations
thereunder.

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

*Marilyn E. LaMarche Nominee 32 Trustee to several investment companies in the
Lazard Freres & Co. LLC Phoenix Funds complex. Limited Managing
30 Rockefeller Plaza, Director, Lazard Freres & Co. LLC
59th Floor (1983-present). Director, The Phoenix
New York, NY 10020 Companies, Inc. (2001-present) and Phoenix Life
DOB: 5/11/34 Insurance Company (1989-present).
**Philip R. McLoughlin Nominee 67 Trustee to several investment companies in the
56 Prospect Street Phoenix Funds complex. Management Consultant,
Hartford, CT 06115 Phoenix Investment Partners, Ltd. (2002-2004).
DOB: 10/23/46 Director, PXRE Corporation (Delaware)
(1985-present), World Trust Fund
(1991-present). Consultant (2002-2003),
Chairman (1997-2002), Director (1995-2002),
Vice Chairman (1995-1997) and Chief Executive
Officer (1995-2002), Phoenix Investment
Partners, Ltd. Director, Executive Vice
President and Chief Investment Officer
(2001-2002), The Phoenix Companies, Inc.
Director (1994-2002) and Executive Vice
President, Investments (1988-2002), Phoenix
Life Insurance Company. Director (1983-2002)
and Chairman (1995-2002), Phoenix Investment
Counsel, Inc. Director (1984-2002) and
President (2001-2000), Phoenix Equity Planning
Corporation. Chairman and Chief Executive
Officer, Phoenix/Zweig Advisers LLC
(2001-2002). Director and President, Phoenix
Investment Management Company (2001-2002).
Director and Executive Vice President, Phoenix
Life and Annuity Company (1996-2002). Director
(1995-2000) and Executive Vice President and
Chief Investment Officer (1994-2002), PHL
Variable Insurance Company. Director, Phoenix
National Trust Company (1996-2002). Director
and Vice President, PM Holdings, Inc.
(1985-2002). Director, PHL Associates, Inc.
(1995-2002). Director (1992-2002) and President
(1992-1994), WS Griffith Securities, Inc.
</Table>

* If the proposed New Advisory Agreement is approved, Ms. LaMarche would be an
"interested person," as defined in the 1940 Act, by reason of her position as
Director of The Phoenix Companies, Inc. and Phoenix Life Insurance Company.

** If the proposed New Advisory Agreement is approved, Mr. McLoughlin would be
an "interested person," as defined in the 1940 Act, by reason of his prior
relationship with The Phoenix Companies, Inc. and its affiliates.

CURRENT DISINTERESTED TRUSTEES

<Table>
<Caption>
NUMBER OF
FUNDS IN FUND
COMPLEX
NAME, ADDRESS, AGE AND LENGTH OF TIME OVERSEEN BY PRINCIPAL OCCUPATIONS DURING THE PAST FIVE
POSITION(S) WITH TRUST SERVED TRUSTEE YEARS AND OTHER DIRECTORSHIPS HELD BY TRUSTEE
- ---------------------- -------------- ------------- ---------------------------------------------

James T. Rothe 63 Professor Emeritus of Business, University of
151 Detroit Street Colorado, Colorado Springs, CO (since 2004).
Denver, CO 80206 Formerly, Professor of Business, University
Age 61 of Colorado (2002-2004); Distinguished
Chairman 4/04-Present Visiting Professor of Business (2001- 2002),
Thunderbird (American Graduate School of
Trustee 5/03-Present International Management), Phoenix, AZ; and
Principal (1988-1999) of Phillips-Smith
Retail Group, Addison, TX (a venture capital
firm), Co-founder and Managing Director,
Roaring Fork Capital Partners (private equity
firm); Director, Red Robin Gourmet Burgers,
Inc.
Samuel Boyd, Jr. 8/03-Present 2 Manager (since 1978) of Customer Service
151 Detroit Street Accounting Division, Potomac Electric Power
Denver, CO 80206 Company, Washington, D.C. Director, World
Age 64 Funds Inc., The World Insurance Trust,
Trustee Vontobel Funds USA and Satuit Capital
Management Trust.
Arthur F. Lerner 5/03-Present 2 Retired. Formerly, Senior Vice President,
151 Detroit Street Arnhold and S. Bleichroeder (investment
Denver, CO 80206 manager) (12/69-1/03). Director, Sthenos
Age 62 Capital (United Kingdom).
Trustee
Dennis B. Mullen 5/03-Present 63 Private Investor. Director, Red Robin Gourmet
151 Detroit Street Burgers, Inc.
Denver, CO 80206
Age 61
Trustee
Maureen T. Upton 5/03-Present 2 Senior Financial Manager, CH2M Hill (since
151 Detroit Street 2/05). Formerly, Director of Sales and
Denver, CO 80206 Marketing, Intelligent Markets, Inc.
Age 40 (3/00-3/03); Associate Equities Division,
Trustee Goldman Sachs & Co. (8/98-1/00).
</Table>

CURRENT INTERESTED TRUSTEE
Thomas H. Bailey* 5/03-Present 63 Formerly, President (1978-2002) and Chief
151 Detroit Street Executive Officer (1994-2002) of JCM or its
Denver, CO 80206 predecessor. Chairman and Director
Age 67 (1978-2002) of Janus Capital Corporation; and
Trustee Director (1997-2001) of Janus Distributors,
Inc.; President and Director (1994-2002) of
the Janus Foundation.
</Table>

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

* The Funds treat Mr. Bailey as an "interested person" of the Trust by virtue of
his past positions and continuing relationships with JCM.

OFFICERS OF THE TRUST

The Board of Trustees has elected the following seven officers of the
Trust, who are all employees of JCM, and, therefore, "interested persons" as
defined in the 1940 Act. The following table sets forth information concerning
each officer of the Trust who served during all or part of the last fiscal year
of the Trust:

<Table>
<Caption>
TERM OF OFFICE
NAME, ADDRESS AND AGE AS OF POSITIONS AND LENGTH OF PRINCIPAL OCCUPATIONS
DECEMBER 31, 2004 HELD WITH FUNDS TIME SERVED DURING THE PAST FIVE YEARS
- --------------------------- ------------------ -------------- ---------------------------

Heidi W. Hardin Vice President 4/00-Present Vice President and
151 Detroit Street Assistant General Counsel
Denver, CO 80206 to Janus Capital and Janus
Age 37 Services LLC. Formerly,
Vice President and Senior
Legal Counsel (1995-1999)
for Stein Roe & Farnham,
Inc.
Bonnie M. Howe Vice President 05/03-Present Vice President and
151 Detroit Street Assistant General Counsel
Denver, CO 80206 of JCM, Janus Distributors
Age 39 LLC and Janus Services LLC.
Formerly, Assistant Vice
President (1998-2000) of
Janus Service Corporation.
Kelley Abbott Howes General Counsel 04/04-Present Senior Vice President and
151 Detroit Street General Counsel of JCM and
Denver, CO 80206 Vice President and 05/03-Present Janus Services LLC; Vice
Age 39 Secretary President and Assistant
General Counsel of Janus
Distributors LLC. Formerly,
Vice President (1999-2004)
and Assistant General
Counsel (2000-2004) of
Janus Services LLC; Vice
President (1999-2004) and
Assistant General Counsel
(1999-2004) of JCM and
Assistant Vice President
(1998-2000) of Janus
Service Corporation.
</Table>

David R. Kowalski Vice President and 05/03-Present Senior Vice President and
151 Detroit Street Chief Compliance Chief Compliance Officer of
Denver, CO 80206 Officer JCM, Janus Distributors
Age 47 LLC, and Janus Services
LLC; Chief Compliance
Officer of Bay Isle
Financial LLC and Enhanced
Investment Technologies
LLC. Formerly, Vice
President of JCM (2000-
2005), Janus Distributors
LLC (2000-2001) and Janus
Services LLC (2004-2005);
Assistant Vice President of
Janus Services LLC (2000-
2004); and Senior Vice
President and Director of
Mutual Fund Compliance for
Van Kampen Funds (1985-
2000).
Girard C. Miller President and 10/03-Present Executive Vice President
151 Detroit Street Chief Executive and Chief Operating Officer
Denver, CO 80206 Officer of Janus Capital Group Inc.
Age 53 and JCM; President of Janus
Distributors LLC and Janus
Capital International LLC;
Executive Vice President of
Janus Services LLC;
President and Director of
Janus Management Holdings
Corporation; Chief
Operating Officer and
President of Capital Group
Partners, Inc. Formerly,
Director of Capital Group
Partners, Inc. (2003-
2004); and President and
Chief Executive Officer of
ICMA Retirement Corporation
(1992-2003).
Jesper Nergaard Vice President, 02/05-Present Vice President of
151 Detroit Street Treasurer and Investment Accounting for
Denver, CO 80206 Principal JCM. Formerly, Director of
Age 42 Accounting Officer Financial Reporting for
OppenheimerFunds, Inc.
Chief Financial 03/05-Present (2004-2005); Site Manager
Officer and First Vice President of
Mellon Global Securities
Services (2003); and
Director of Fund
Accounting, Project
Development and Training of
INVESCO Funds Group
(1994-2003).
</Table>

SHARE OWNERSHIP

As of the Record Date, the Nominees, Trustees and executive officers of the
Funds beneficially owned individually and collectively as a group less than 1%
of the outstanding shares of each Fund.

The following table sets forth the aggregate dollar range of equity
securities owned in the Janus complex by each nominee and Trustee of the Trust
as of February 28, 2005. The Janus complex consists of all funds advised and
sponsored by JCM (63 funds as of February 28, 2005). The information as to
beneficial ownership is based on statements furnished to the Trust by each
nominee and Trustee.

<Table>
<Caption>
AGGREGATE DOLLAR
RANGE OF EQUITY
DOLLAR RANGE OF SECURITIES IN ALL
EQUITY SECURITIES IN TRUSTS IN FAMILY OF
NAME OF NOMINEES/TRUSTEES THE FUNDS INVESTMENT COMPANIES
- ------------------------- -------------------- --------------------

Independent Trustees
James T. Rothe.................................... None Over $100,000
Samuel Boyd, Jr.
Focused Value Fund.............................. $10,001-$50,000 $10,001-$50,000
International Equity Fund....................... $10,001-$50,000
Arthur F. Lerner.................................. None None
Dennis B. Mullen
Focused Value Fund.............................. $10,001-$50,000 Over $100,000
International Equity Fund....................... $10,001-$50,000
Maureen T. Upton.................................. None $10,001-$50,000
Interested Trustee
Thomas H. Bailey.................................. None Over $100,000
Disinterested Trustee Nominees
E. Virgil Conway..................................
Harry Dalzell-Payne...............................
S. Leland Dill....................................
Francis E. Jeffries...............................
Leroy Keith, Jr. .................................
Geraldine M. McNamara.............................
Everett L. Morris.................................
James M. Oates....................................
Donald B. Romans..................................
Richard E. Segerson...............................
Ferdinand L. J. Verdonck..........................
Lowell P. Weicker, Jr. ...........................
Interested Trustee Nominees
Marilyn E. LaMarche...............................
Philip R. McLoughlin..............................
</Table>

COMPENSATION OF TRUSTEES AND EXECUTIVE OFFICERS

No remuneration was paid by the Trust to persons who were directors,
officers or employees of JCM or any affiliate thereof for their services as
Trustees or officers of the Trust. Each Trustee, is entitled to receive a
retainer of $25,000 per year plus a joint meeting fee of $5,000 for each regular
in-person meeting of the Trustees attended and a joint meeting fee of $5,000 for
attending an in-person committee meeting convened

on a date other than in conjunction with a regularly scheduled Trustee meeting.
The following table sets forth information concerning the compensation received
by Trustees for the fiscal year ended February 28, 2005.

<Table>
<Caption>
TRUSTEES' TOTAL TRUSTEES' COMPENSATION
AGGREGATE COMPENSATION FROM THE TRUST AND THE
FROM THE TRUST JANUS COMPLEX
---------------------- ----------------------------

James T. Rothe...........................
Samuel Boyd, Jr. ........................
Arthur F. Lerner.........................
Dennis B. Mullen.........................
Maureen T. Upton.........................
</Table>

GENERAL INFORMATION REGARDING THE BOARD OF TRUSTEES

The Trust is governed by a Board of Trustees, which is responsible for
protecting the interests of the shareholders. The Trustees meet periodically
throughout the year to oversee the Trusts' activities, review performance and
review the actions of JCM and Vontobel, who are responsible for the Trust's
day-to-day operations. There were four regular meetings and three special
meetings held during the fiscal year ended February 28, 2005 for the Trust. Each
Trustee attended at least 75% the meetings for each Trust during the fiscal
year. Since Annual Shareholder Meetings are not required by open-end funds,
there is no policy requiring Trustee attendance.

COMMITTEES OF THE BOARD OF TRUSTEES

The Trustees are responsible for major decisions relating to each Fund's
objective, policies and techniques. The Trustees also supervise the operation of
the Funds by their officers and review the investment decisions of the officers,
although they do not actively participate on a regular basis in making such
decisions. The Board of Trustees has four standing committees that each perform
specialized functions: an Audit Committee, a Brokerage and Distribution
Committee, a Nominating and Governance Committee and a Pricing Committee. Each
committee is comprised entirely of Disinterested Trustees. Information about
each of these committee functions is provided in the following table:

<Table>
<Caption>
NUMBER OF MEETINGS
HELD DURING LAST
FUNCTIONS MEMBERS FISCAL YEAR
----------------------- ----------------------- -----------------------

AUDIT Reviews the financial Dennis B. Mullen 4
COMMITTEE reporting process, the (Chairman)
system of internal Samuel Boyd, Jr.
control over financial Arthur F. Lerner
reporting, the audit
process, and the Funds'
process for monitoring
compliance with
investment restrictions
and applicable laws and
the Funds' Code of
Ethics. The Committee's
review of the audit
process includes, among
other things, the
appointment,
compensation and
oversight of the
auditors and
pre-approval of audit
and non-audit services.
</Table>

<Table>
<Caption>
NUMBER OF MEETINGS
HELD DURING LAST
FUNCTIONS MEMBERS FISCAL YEAR
----------------------- ----------------------- -----------------------

BROKERAGE AND Reviews and makes Maureen T. Upton 4
DISTRIBUTION COMMITTEE recommendations (Chairperson)
regarding matters Arthur F. Lerner
related to the Trust's James T. Rothe
use of brokerage
commissions, placement
of portfolio
transactions and
distribution of Fund
shares.
NOMINATING AND Identifies and James T. Rothe 4
GOVERNANCE COMMITTEE recommends individuals (Chairman)
for Trustee membership, Maureen T. Upton
consults with Dennis B. Mullen
management in planning
Trustee meetings, and
oversees the
administration of, and
ensures the compliance
with, the Governance
Procedures and
Guidelines adopted by
the Trust.
PRICING COMMITTEE Determines the fair Arthur F. Lerner 5
value of restricted (Chairman)
securities and other Samuel Boyd, Jr.
securities for which Maureen T. Upton
market quotations are
not readily available
or which are deemed not
to be reliable,
pursuant to procedures
adopted by the
Trustees.
</Table>

NOMINATING COMMITTEE

The Fund's Nominating and Governance Committee ("Committee") is responsible
for identifying and nominating candidates for appointment as Trustees of the
Trust. Shareholders of a Fund may submit names of potential candidates for
nomination as Trustee of the Trust in accordance with procedures adopted by the
Committee. Shareholders of a Fund who wish to nominate a candidate to the
Trust's Board of Trustees ("Nominating Shareholder") must submit any such
recommendation in writing via regular mail to the attention of the Secretary of
the Trust, at the address of the principal executive office of the Trust
("Shareholder Recommendation"). The Shareholder Recommendation must include: (i)
the class or series and number of all shares of the Fund owned beneficially or
of record by the Nominating Shareholder at the time the recommendation is
submitted and the dates on which such shares were acquired, specifying the
number of shares owned beneficially; (ii) a full listing of the proposed
candidate's education, experience (including knowledge of the investment company
industry, experience as a director or senior officer of public or private
companies, and directorships on other boards of other registered investment
companies), current employment, date of birth, business and residence address,
and the names and addresses of at least three professional references; (iii)
information as to whether the candidate is or may be an "interested person" (as
such term is defined in the Investment Company Act of 1940, as amended) of the
Fund, Janus Capital Management LLC, or any sub-adviser to a Fund, and, if
believed not to be an "interested person," information regarding the candidate
that will be sufficient for the Fund to make such determination; (iv) the
written and signed consent of the candidate to be named as a nominee and to
serve as a Trustee of the Trust, if elected; (v) a description of all
arrangements or understandings between the Nominating Shareholder, the candidate

and/or any other person or persons (including their names) pursuant to which the
Shareholder Recommendation is being made, and if none, so specify;(vi) the class
or series and number of all shares of the Fund owned of record or beneficially
by the candidate, as reported by the candidate; and (vii) such other information
that would be helpful to the Committee in evaluating the candidate. The
Committee may require the Nominating Shareholder to furnish such other
information as it may reasonably require. When the Committee is not actively
recruiting new Trustees, Shareholder Recommendations will be kept on file until
active recruitment is under way.

SHAREHOLDER COMMUNICATIONS

The Trustees provide a process for shareholders to send written
communications to the Trustees via regular mail. Written communications to the
Trustees, or to an individual Trustee, should be sent to the attention of the
Trust's Secretary at the address of the Trust's principal executive office. All
such communications received by the Trust's Secretary shall be promptly
forwarded to the individual Trustee to whom they are addressed or to the full
Board of Trustees, as applicable. If a communication does not indicate a
specific Trustee, it will be sent to the Chair of the Nominating and Governance
Committee and the outside counsel to the Independent Trustees for further
distribution as deemed appropriate by such persons. The Trustees may further
develop and refine this process as deemed necessary or desirable.

INDEPENDENT ACCOUNTANTS

Based on the Audit Committee's recommendation, the Board of Trustees of the
Trust, including a majority of Disinterested Trustees, selected
PricewaterhouseCoopers LLP ("PWC") as auditors to the Trust during the Trust's
current fiscal year. A representative from PWC will be available at the Meeting.
The representative from PWC will be able to answer questions concerning the
Trust's financial statements and will have an opportunity to make a statement if
he or she chooses to do so.

AUDIT FEES, AUDIT-RELATED FEES, TAX FEES AND OTHER FEES. During the fiscal
years stated below for the Trust, PWC performed audit services for the Trust
including the audit of the Trust's financial statements, review of the Trust's
annual report and registration statement amendments, and reporting matters.

The following table shows the aggregate fees billed by PWC to the Funds
during each of the last two fiscal years of the Funds for audit services,
audit-related services, services related to tax compliance, tax advice and tax
planning, and all other products and services provided by PWC.

<Table>
<Caption>
FUND AUDIT FEES AUDIT-RELATED FEES TAX FEES ALL OTHER FEES
- ---- ---------- ------------------ -------- --------------

Focused Value Fund........................
International Equity Fund.................
</Table>

PROPOSAL 2: APPROVAL OF THE NEW ADVISORY AGREEMENT

A COPY OF THE PROPOSED NEW ADVISORY AGREEMENT IS ATTACHED TO THIS PROXY AS
EXHIBIT A.

REQUIRED VOTE

Approval of the New Advisory Agreement requires the affirmative vote of a
majority of the outstanding voting securities of each Fund with all share
classes voting together with respect to each Fund. Under the 1940 Act, a
majority of the 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 the Fund's outstanding shares are present in person or represented by
proxy or (2) more than 50% of the Fund's outstanding voting securities (a
"Majority Vote"). If the New Advisory Agreement is not approved by the
shareholders of the Trust, JCM would continue as advisor of the Trust under the
terms of the Current Advisory Agreements until the expiration of the agreements
and the current Board of Trustees would consider options available to the Funds.

THE CURRENT ADVISORY AGREEMENTS

Each Fund has an Investment Advisory Agreement with JCM, 151 Detroit
Street, Denver, Colorado 80206-4805. JCM is a direct subsidiary of Janus Capital
Group Inc. ("JCGI"), a publicly traded company with principal operations in
financial asset management businesses. JCGI owns approximately 95% of Janus
Capital, with the remaining 5% held by Janus Management Holdings Corporation.
The following persons serve as the principal executive officers of JCM at the
address for JCM listed above: Steven L. Scheid, Chief Executive Officer; Gary D.
Black, President and Chief Investment Officer; Girard C. Miller, Executive Vice
President and Chief Operating Officer; Loren M. Starr, Senior Vice President;
Jesper Nergaard, Chief Financial Officer; Robin C. Beery, Senior Vice President
and Chief Marketing Officer; Kelley Abbott Howes, Senior Vice President and
General Counsel; David R. Kowalski, Senior Vice President of Compliance and
Chief Compliance Officer; and John H. Bluher, Secretary, Senior Vice President
and Chief Public Affairs Officer.

Each Current Advisory Agreement provides that JCM will have overall
supervisory responsibility for the investment program of the Funds, provide
office space for the Funds, and pay the salaries, fees and expenses of the
Funds' officers and of those Trustees who are interested persons of JCM. JCM and
its affiliates also may make payments to selected broker-dealer firms or
institutions which were instrumental in the acquisition or retention of
shareholders for the Funds or other Janus funds or which perform recordkeeping
or other services with respect to shareholder accounts. The minimum aggregate
size required for eligibility for such payments, and the factors in selecting
the broker-dealer firms and institutions to which they will be made, are
determined from time to time by JCM. JCM is also authorized to perform the
management and administrative services necessary for the operation of the Funds.
As discussed below, JCM has delegated certain of these duties to Vontobel
pursuant to the Current Subadvisory Agreements between JCM and Vontobel.

From their own assets, JCM, Janus Distributors LLC ("Janus Distributors")
or their affiliates may pay brokerage firms, banks, financial advisers,
retirement plan service providers and other financial intermediaries fees for
providing recordkeeping, subaccounting and other shareholder or administrative
services in connection with investment in the Funds. These fees may be in
addition to fees paid from the Funds' assets to these financial intermediaries.
Janus Distributors and its affiliates may pay for or sponsor informational
meetings for financial intermediaries.

The Funds pay custodian and transfer agent fees and expenses, brokerage
commissions and dealer spreads and other expenses in connection with the
execution of portfolio transactions, legal and accounting expenses, interest,
taxes, a portion of trade or other investment company dues and expenses,
registration fees, expenses of shareholders' meetings and reports to
shareholders, fees and expenses of the Disinterested Trustees, and other costs
of complying with applicable laws regulating the sale of Fund shares. Pursuant
to the Current Advisory Agreements, JCM furnishes certain other services,
including net asset value determination, portfolio accounting, recordkeeping,
and blue sky registration and monitoring services, for which the Funds may
reimburse JCM for its costs. JCM is paid 0.10% on Investor Shares and 0.25% on
Class I Shares of each Fund pursuant to an Administrative Services Agreement
between JCM and the Funds.

The following table summarizes the administrative services fees paid by the
Funds for the fiscal year ended February 28, 2005.

<Table>
<Caption>
FUND NAME ADMINISTRATIVE SERVICES FEES
- --------- ----------------------------

Focused Value Fund
Investor Shares...........................................
Class I Shares............................................
International Equity Fund
Investor Shares...........................................
Class I Shares............................................
</Table>

Each Fund has agreed to compensate JCM for its services by the monthly
payment of a fee at the following annual rates:

FOCUSED VALUE FUND

<Table>
<Caption>
ANNUAL RATE
PERCENTAGE (%)
--------------

Average Daily Net Assets of Focused Value Fund
First $100 Million........................................ 0.96%
Increment from $100 Million to $300 Million............... 0.85%
Increment over $300 Million............................... 0.75%
</Table>

INTERNATIONAL EQUITY FUND

<Table>
<Caption>
ANNUAL RATE
PERCENTAGE (%)
--------------

Average Daily Net Assets of International Equity Fund
First $100 Million........................................ 0.99%
Increment from $100 Million to $300 Million............... 0.85%
Increment over $300 Million............................... 0.75%
</Table>

As discussed above, until at least September 30, 2005, JCM has agreed by
contract to waive the advisory fee payable by each Fund in an amount equal to
the amount, if any, that such Fund's normal operating expenses in any fiscal
year (including the investment advisory fee, but excluding the administrative
services fee, the distribution and shareholder servicing fee, brokerage
commissions, interest, taxes and extraordinary expenses) exceed the following
annual rates:

<Table>
<Caption>
EXPENSE LIMIT
FUND NAME PERCENTAGE (%)
- --------- --------------

Focused Value Fund.......................................... 0.90%
International Equity Fund................................... 1.00%
</Table>

JCM is entitled to recoup such reimbursement or fee reduction from the
Funds for a three-year period commencing with the operations of the Funds;
however, JCM has agreed to not recoup fees after the termination of the Current
Advisory Agreements.

The following table summarizes the advisory fees paid by the Funds and any
applicable advisory fee waivers for the periods indicated.

<Table>
<Caption>
MARCH 1, 2004- JANUARY 1- OCTOBER 13-
FEBRUARY 28, 2005 FEBRUARY 29, 2004 DECEMBER 31, 2003
------------------------ ------------------------ -----------------------
ADVISORY FEES WAIVERS ADVISORY FEES WAIVERS ADVISORY FEES WAIVERS
------------- -------- ------------- -------- ------------- -------

Focused Value Fund... $122,552 $104,703 $156,416 $ 0
International Equity
Fund............... $ 49,056 $ 49,056(1) $ 57,840 $88
</Table>

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

(1) Fee waiver by JCM exceeded the advisory fee.

Each Fund's Current Advisory Agreement is dated August 5, 2003, and
continues in effect until July 1, 2005, and thereafter from year to year so long
as such continuance is approved annually by a majority of the Funds'
Disinterested Trustees, and by either a majority of the outstanding voting
shares of that Fund or the Trustees of the Funds. Each Current Advisory
Agreement (i) may be terminated without the payment of any penalty by the Fund
or JCM on 60 days' written notice; (ii) terminates automatically in the event of
its assignment; and (iii) generally, may not be amended without the approval by
vote of a majority of the Trustees of the affected Fund, including a majority of
the Disinterested Trustees and, to the extent required by

the 1940 Act, the vote of a majority of the outstanding voting securities of
that Fund. The Current Advisory Agreements were last submitted to a vote of
shareholders on September 19, 2003.

THE NEW ADVISORY AGREEMENT

It is proposed that the new investment adviser to the Funds be PIC, which
is located at 56 Prospect Street, Hartford, Connecticut 06115-0480. All of the
outstanding stock of PIC is owned by PEPCO, a subsidiary of Phoenix Investment
Partners, Ltd. ("PXP"). The Phoenix Companies, Inc. ("PNX") of Hartford,
Connecticut is the sole shareholder of PXP. PNX is a leading provider of wealth
management products and services to individuals and businesses. PNX's primary
place of business is One American Row, Hartford, CT 06115. PEPCO, a mutual fund
distributor, would act as the national distributor of the Fund's shares and as
Financial Agent of the Fund. The principal office of PEPCO is located at 56
Prospect Street, Hartford, CT 06115.

PIC acts as the investment adviser for 13 fund companies totaling 37 mutual
funds and as adviser to institutional clients. As of December 31, 2004, PIC had
$24.5 billion in assets under management. PIC has acted as an investment adviser
for over 70 years. PIC currently serves as an investment adviser to the
following funds that have a similar investment objective to the Funds:

The Phoenix-Aberdeen International Fund, a series of the Phoenix
Multi-Portfolio Fund, is managed by PIC and subadvised by Aberdeen Asset
Management, Inc. As of December 31, 2004, the Fund had $67.7 million in assets
under management. The management fee for all classes of shares for the fund is
0.75% of average daily net assets, and the total annual fund operating expenses
for Class A are 2.02%; and for Class C are 2.77%. There are no waivers at this
time.

The Phoenix Mid-Cap Value Fund, a series of the Phoenix Equity Trust, is
managed by PIC, subadvised by Sasco Capital, Inc. As of December 31, 2004, the
Fund had $32 million in assets under management. The management fee for all
classes of shares for the fund is 0.75% of average daily net assets, and the
total annual fund operating expenses, after waivers, for Class A are 1.25%; and
for Class C are 2.00%. Without waivers, the total annual fund operating expenses
for Class A would be 4.71%; and for Class C 5.46%. The adviser has contractually
agreed to cap total operating expenses through October 30, 2006.

The following persons serve as the principal executive officers of PIC at
the address for PIC listed above: Daniel T. Geraci, Director and President,
Equities; Michael E. Haylon, Director and President, Fixed Income; James D.
Wehr, Director and Senior Vice-President, Fixed Income; Doreen A. Bonner,
Vice-President and Compliance Officer; Glenn H. Pease, Vice-President, Finance
and Treasurer; Nancy J. Engberg, Vice-President, Assistant Clerk and Counsel;
John H. Beers, Vice-President and Clerk; Steven L. Colton, Managing Director,
Value Equities; and Julie L. Sapia, Director, Money Market Trading. The
principal occupation of the principal executive officers is the officer's
position with PIC. If the New Advisory Agreement is approved, the following
officers and employees of PIC would serve in the following capacities as
officers of the Funds: Daniel T. Geraci, President; George Aylward, Executive
Vice-President; Francis G. Waltman, Senior Vice-President; Nancy J. Engberg,
Anti-Money Laundering Officer and Assistant Secretary; Marc Baltuch, Chief
Compliance Officer; Doreen A. Bonner, Compliance Officer; Nancy G. Curtiss,
Treasurer; W. Patrick Bradley and Amy H. Hackett, Assistant Treasurers;
Jacqueline M. Porter, Vice-President and Assistant Treasurer; Matthew A.
Swendiman, Vice-President, Chief Legal Officer, Counsel and Secretary; and
Vallerie A. Atwood, Frances J. Crisafulli, John R. Flores and Ann Spooner,
Assistant Secretaries.

PXP is the wholly-owned investment management subsidiary of PNX and has
served investors for over 70 years. As of December 31, 2004, PXP had
approximately $56.1 billion in assets under management through its investment
partners: Duff & Phelps Investment Management Co. (Duff & Phelps) in Chicago;
Kayne Anderson Rudnick Investment Management, LLC (Kayne) in Los Angeles;
Engemann Asset Management (Engemann) in Pasadena; Seneca Capital Management LLC
(Seneca) in San Francisco; Walnut Asset Management LLC (Walnut) in Philadelphia;
Phoenix/Zweig Advisers LLC (Zweig) in New York; and PIC in Hartford, CT.

The terms of the New Advisory Agreement are substantially similar to the
Current Advisory Agreements. PIC would provide certain services and facilities
required to carry on the day-to-day operations of the Funds (for which it would
receive a management fee), other than the costs of printing and mailing proxy
materials, reports and notices to shareholders; outside legal and auditing
accounting services, regulatory filing fees and expenses of printing the Trust's
registration statements (but PEPCO would purchase such copies of the Funds'
prospectuses and reports and communication to shareholders as it may require for
sales purposes), insurance expense, association membership dues, brokerage fees,
and taxes.

The New Advisory Agreement would be in effect for an initial term until
November 30, 2005 and would continue in effect from year-to-year if specifically
approved annually by a majority of the Disinterested Trustees, and by either (a)
the Trustees of the Fund or (b) the vote of a majority of the outstanding voting
securities of the applicable Fund. If approved, the New Advisory Agreement could
be terminated without penalty at any time by the Trustees or by a vote of a
majority of the outstanding voting securities of the applicable Fund or by PIC
upon 60 days' written notice and would automatically terminate in the event of
its "assignment" as defined in Section (2)(a)(4) of the 1940 Act.

The New Advisory Agreement provides that PIC will not be liable for any act
or omission in the course of, or in connection with, rendering services under
the New Advisory Agreement in the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties under the New
Advisory Agreement. The New Advisory Agreement permits PIC to render similar
investment advisory services to others and to engage in other activities.

As compensation for its services, PIC would receive a fee, which would be
accrued daily against the value of each Fund's net assets and would be paid by
the Funds monthly. The fee would be computed at an annual rate of 0.75% of the
Focused Value Fund's average daily net assets and 0.85% of the International
Equity Fund's daily net assets. PIC has agreed to continue the existing fee
limits for the Funds, until September 30, 2005. Thereafter, there is no
assurance that PIC would continue these fee limits. If PIC continues to waive a
portion of its management fee after September 30, 2005, the total operating
expenses for Classes A and C of each Fund after waiver are expected to increase
by 0.10%. PIC intends to continue to waive a portion of its management fee as
represented in the table on page 4. Any new expense limitation agreement will
also have a recoupment provision.

In addition to the fee payable under the New Advisory Agreement, expenses
that would be paid by the Funds include: fees of Trustees who are not
compensated by PIC, interest charges, taxes, fees and commissions of every kind,
including brokerage fees, expenses of issuance, repurchase or redemption of
shares, expenses of registering or qualifying shares for sale (including the
printing and filing of the Trust's registration statements, reports and
prospectuses excluding those copies used for sales purposes which PEPCO
purchases at printer's over-run cost), accounting services fees, insurance
expenses, association membership dues, all charges of custodians, transfer
agents, registrars, auditors and legal counsel, expenses of preparing, printing
and distributing all proxy material, reports and notices to shareholders, and,
all costs incident to the Trust's existence as a Delaware statutory trust.

BASIS FOR THE BOARD'S RECOMMENDATION

The Trustees met on three occasions with senior officers of JCM, PIC and
Vontobel to discuss the proposed change of advisers and to consider the
qualifications of PIC and Vontobel. In addition, they received and reviewed from
each of those parties substantial written information as requested by them.
Throughout that process the Disinterested Trustees were represented and advised
by their own independent legal counsel. In the course of their deliberations and
evaluation of materials, the Trustees considered, among other things, the
following factors: (a) the investment objective and strategy of each Fund; (b)
PIC, its current personnel (including particularly those personnel with
responsibilities for providing investment oversight and administrative services
to the Funds), and its financial condition, resources and investment and
compliance oversight process; (c) the terms of the Current Advisory Agreements
and the terms of the New Advisory Agreement, including the standard of care and
termination provisions; (d) the scope and quality of the services that PIC is
expected to provide to the Funds; (e) the structure and rate of advisory fees
that would be payable to PIC by

the respective Funds, the proposed expense limitations, the structure and rate
of advisory fees payable to other advisers by comparable funds, the structure
and rate of advisory fees charged by PIC to other clients and possible
alternative fee structures; (f) the pro forma estimated total expense ratio of
each Fund and of comparable funds managed by other advisers; (g) compensation
expected to be payable by the Funds to PIC and its affiliates for other
services; (h) the pro forma estimated profitability to PIC and its affiliates of
their relationships with the Funds; (i) PIC's compliance record; and (j) the
competitive market for mutual funds in different distribution channels.

After consideration of the factors and information referred to above, the
Trustees reached various conclusions. They concluded that the proposed nature
and extent of PIC's services to the Funds was appropriate and consistent with
the terms of the New Advisory Agreement. They also concluded that PIC appeared
to be well suited to become the investment adviser and manager of the Funds. In
reaching their conclusions, the Trustees considered the factors described above
as well as the following:

- PIC's considerable experience serving as a manager of managers for the
Phoenix Funds, whose portfolios are managed by subadvisers;

- The considerable experience or PIC and its affiliates in providing to the
Phoenix Funds general administration services, including the preparation
of regulatory filings, services to fund shareholders, distribution
services and management of the relationships of those funds and PIC with
third party service providers;

- The quality of PIC's services to the Phoenix Funds, which appears to be
consistent with or superior to quality norms in the mutual fund industry;

- The stated intention of PIC to actively promote the sale of shares of the
Funds;

- The sufficiency of PIC's personnel and their education and experience;

- The soundness of PIC's financial condition and PIC's relationship to a
much larger financial services enterprise with very substantial financial
resources; and

- The proposed conversion of Class I shares and Investor Class shares of
each Fund outstanding at the time that PIC becomes the investment adviser
to the Funds into Class A shares of the Funds that bear a lower rate of
expenses.

The Trustees concluded that the estimated overall expense ratio of each
surviving class of shares of each Fund, taking into account the expense
limitations agreed to by PIC, was comparable to or more favorable than the
expense ratios of its peers and that the fees that each Fund would pay to PIC
are reasonable in relation to the nature and quality of the services to be
provided, taking into account the fees charged by other advisers for managing
comparable mutual funds with similar strategies and the fees PIC charges to
other clients.

The Trustees concluded that, other than the services to be provided by PIC
and its affiliates and the fees to be paid by the Funds therefor, the Funds and
PIC may potentially benefit from their relationship with each other in other
ways. They also concluded that success of the Funds could attract other business
to PIC or other Phoenix Funds and that the success of PIC could enhance PIC's
ability to serve the Funds.

The Trustees, including all of the Disinterested Trustees, unanimously
recommend that you vote for the approval of the New Advisory Agreement.

PROPOSAL 3: APPROVAL OF THE NEW SUBADVISORY AGREEMENT

A COPY OF THE PROPOSED NEW SUBADVISORY AGREEMENT IS ATTACHED TO THIS PROXY AS
EXHIBIT B.

REQUIRED VOTE

Approval of the New Subadvisory Agreement requires the affirmative vote of
a majority of the outstanding voting securities of each Fund with all share
classes voting together with respect to each Fund.

Under the 1940 Act, a majority of the 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 the Fund's outstanding shares are present in
person or represented by proxy or (2) more than 50% of the Fund's outstanding
voting securities (a "Majority Vote"). If the New Subadvisory Agreement is not
approved by the shareholders of the Trust, Vontobel would continue as subadviser
to the Funds under the terms of the current Investment Subadvisory Agreements
until the expiration of said agreement, and the Board of Trustees would consider
the options available to the Funds.

THE CURRENT SUBADVISORY AGREEMENTS

Vontobel, 450 Park Avenue, New York, New York 10022, is each Fund's
subadviser. Vontobel is registered as an investment adviser under the Investment
Advisers Act of 1940. Vontobel is a wholly-owned subsidiary of Vontobel Holding
AG, a Swiss bank holding company which is traded on the Swiss Stock Exchange.
The following persons serve as the principal executive officers of Vontobel at
the address for Vontobel listed above: Herbert J. Scheidt, Chairman; Christoph
Ledergerber, Vice-Chairman; Henry Schlegel, President and CEO; Thomas P.
Wittwer, Senior Vice-President; Edwin D. Walczak, Senior Vice-President; Peter
Newell, Senior Vice-President; Rajiv Jain, Senior Vice-President; Joseph
Mastoloni, Vice-President/Compliance; Oliver A. Haberli, Vice-President; Alfred
Nyffeler, Chief Financial Officer; Guenter Faschang, Vice-President; Igor
Krutov, Vice-President; Sangam Sogani, Vice-President and Senior Research
Analyst; and Zeno Staub, Director. The principal occupation of the principal
executive officers is the officer's position with Vontobel.

The Current Subadvisory Agreements between Vontobel and JCM obligate
Vontobel to: (i) make investment decisions on behalf of the Funds; (ii) place
all orders for the purchase and sale of investments for the Funds with brokers
or dealers selected by Vontobel; (iii) vote all proxies for portfolio
securities; and (iv) perform certain limited related administrative functions in
connection therewith. The Current Subadvisory Agreements provide that Vontobel
shall not be liable for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission taken with respect to
the Funds, except for willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its obligations
and duties thereunder and except to the extent otherwise provided by law.

The Funds pay no fees directly to Vontobel as the subadviser. Under the
Current Subadvisory Agreements, Vontobel is compensated with respect to the
Funds by JCM at the following annual rates:

<Table>
<Caption>
ANNUAL RATE
PERCENTAGE (%)
--------------

Average Daily Net Assets of Focused Value Fund
First $100 Million........................................ 0.74%
Increment between $100 Million and $300 Million........... 0.415%
Increment between $300 Million and $500 Million........... 0.365%
Increment between $500 Million and $1 Billion............. 0.325%
Increment between $1 Billion and $1.4 Billion............. 0.285%
Increment equal to or in excess of $1.4 Billion........... 0.215%
</Table>

<Table>
<Caption>
ANNUAL RATE
PERCENTAGE (%)
--------------

Average Daily Net Assets of International Equity Fund
First $500 Million........................................ 0.408%
Increment between $500 Million and $1 Billion............. 0.325%
Increment between $1 Billion and $1.4 Billion............. 0.285%
Increment equal to or in excess of $1.4 Billion........... 0.215%
</Table>

Each Current Subadvisory Agreement is dated August 5, 2003, and was last
submitted to a vote of the Funds' shareholders on [ ]. The initial term
of each Current Subadvisory Agreement continues until

July 1, 2005. Each Current Subadvisory Agreement is subject to termination by
JCM or Vontobel on 60 days' written notice and terminates automatically in the
event of its assignment and in the event of termination of the Current Advisory
Agreement with respect to the relevant Fund. JCM and Vontobel have entered into
an additional agreement under which Vontobel is restricted from being involved
in the investment management or underwriting of registered investment companies
that have the same or substantially equivalent investment style to Focused Value
Fund or International Equity Fund until October 2006. This agreement also
provides that JCM would be required to pay certain liquidated damages to
Vontobel if a Current Subadvisory Agreement were terminated during its first
three years, other than in certain circumstances constituting cause. In
addition, this agreement contemplates that JCM will make certain payments to
Vontobel that are designed to provide an incentive for Edwin Walczak, Senior
Vice-President, to remain at Vontobel. Any payments under this agreement would
be made by JCM and not by either of the Funds.

Vontobel acts as adviser for [ ]other mutual funds, as well as a
Luxembourg Investment Fund, and provides separate account adviser services for
institutional accounts. Investment decisions for each account managed by
Vontobel, including the Funds, are made independently from those for any other
account that is or may in the future become managed by Vontobel. Vontobel
currently serves as an investment adviser to the following funds that have a
similar investment objective to the Funds:

[insert similar fund name, size, the rate of compensation ]

THE NEW SUBADVISORY AGREEMENT

The New Subadvisory Agreement with the Funds is substantially similar to
the Current Subadvisory Agreements. However, the fees paid to Vontobel by PIC
under the New Subadvisory Agreement would be as follows:

<Table>
<Caption>
ANNUAL RATE
PERCENTAGE (%)
--------------

Average Daily Net Assets of Focused Value Fund
First $50 Million......................................... 0.70%
Over $50 Million.......................................... 0.375%
</Table>

<Table>
<Caption>
ANNUAL RATE
PERCENTAGE (%)
--------------

Average Daily Net Assets of International Equity Fund
First $50 Million......................................... 0.80%
Over $50 Million.......................................... 0.425%
</Table>

The following table summarizes the subadvisory fees paid by JCM and the pro
forma subadvisory fees that would have been paid under the New Subadvisory
Agreement for the indicated periods:

<Table>
<Caption>
MARCH 1, 2004- JANUARY 1- OCTOBER 13-
FEBRUARY 28, 2005 FEBRUARY 29, 2004 DECEMBER 31, 2003
------------------ ------------------ ------------------
CURRENT PROPOSED CURRENT PROPOSED CURRENT PROPOSED
------- -------- ------- -------- ------- --------

Focused Value Fund............. $ $ $ $ $ $
International Equity Fund...... $ $ $ $ $ $
</Table>

Subject to completion of the Transaction, PIC and Vontobel have agreed that
PIC will not, subject to certain exceptions, terminate the New Subadvisory
Agreement for a period of three years following the closing of the Transaction.
PIC may terminate the New Subadvisory Agreement pursuant to the following
circumstances: (1) entry of an order against Vontobel that bars Vontobel from
serving as an investment adviser; (2) the initiation of an enforcement
proceeding against Vontobel that is grounded upon an alleged violation of law
and/or applicable regulation and appears likely to limit Vontobel's ability to
fulfill its duties under the New Subadvisory Agreement; (3) bankruptcy or
insolvency of Vontobel; (4) poor investment performance; or (5) significant
portfolio management personnel changes. If PIC terminates the New Subadvisory
Agreement for any other reason, then PIC will be liable to Vontobel in the
amount of $1.75 million.
23

[Further, if the Transaction is completed, Vontobel will have the right to
require PIC to submit and recommend to the Board a proposal to reorganize the
Funds into one or more investment companies that will utilize the services of
Vontobel as sole adviser or subadviser pursuant to the following circumstances:
(1) entry of an order against PIC that bars PIC from serving as an investment
adviser; (2) the initiation of an enforcement proceeding against PIC that is
grounded upon an alleged violation of law and/or applicable regulation and
appears likely to limit PIC's ability to fulfill its duties under the New
Advisory Agreement; (3) bankruptcy or insolvency of PIC; or (4) the failure by
PIC to gather additional assets in the Funds for management by Vontobel in the
following time periods: $100 million 12 months after closing, $200 million 24
months after closing, and $300 million 36 months after closing, provided that
the asset targets will be reduced by 25% for any period in which one or both of
the Funds' three year performance results are in the bottom half of its peer
group and 50% for any period in which one or both of the Fund's three year
performance results are in the bottom quartile of its peer group.]

BASIS FOR THE BOARD'S RECOMMENDATION

Since the commencement of operations of the Trust, the Trustees have met at
least quarterly with senior officers of Vontobel. In addition, as noted above on
three separate occasions they met with senior officers of Vontobel and others to
consider the proposed change of investment advisers and the proposed continued
engagement of Vontobel to manage the portfolios of the Funds. In addition, they
received and reviewed from Vontobel substantial written information as requested
by them. Throughout that process the Disinterested Trustees were represented and
advised by their own independent legal counsel. In the course of their
deliberations and evaluation of materials, the Trustees considered, among other
things, the following factors: (a) the investment objective and strategy of each
of Fund; (b) Vontobel, its current personnel (including particularly those
personnel with responsibilities for providing investment and compliance services
to the Funds), and its financial condition, resources and investment process;
(c) the terms of the Current Subadvisory Agreements and the terms of the
proposed New Subadvisory Agreement, including the standard of care and
termination provisions; (d) the scope and quality of the services that Vontobel
has provided and will continue to provide to the Funds; (e) the structure and
rate of advisory fees payable to Vontobel by the respective Funds, the structure
and rate of investment management fees payable to other subadvisers by
comparable funds, the structure and rate of investment management fees charged
by Vontobel to other clients and possible alternative fee structures; (f) the
estimated total expense ratio of each Fund and of comparable funds managed by
other advisers; (g) the methodology used by Vontobel in determining the
compensation payable to portfolio managers and the competition for investment
management talent; (h) Vontobel's agreement to discontinue the use of the Funds'
portfolio brokerage transactions to obtain third party research through brokers;
(i) Vontobel's compliance record; and (j) the competitive market for mutual
funds in different distribution channels.

After consideration of the information referred to above, the Trustees
reached various conclusions. They concluded that the nature and extent of
Vontobel's services to the Funds was appropriate and consistent with the terms
of the New Subadvisory Agreement. They also concluded that the quality of
Vontobel's services to the Funds has been very good. In reaching their
conclusions, the Trustees considered the factors described above as well as the
following:

- Because Vontobel's principal responsibility is management of the Funds'
investment portfolios, the investment performance achieved by Vontobel is
an important indicator of the quality of services provided;

- The quality of Vontobel's services to the Funds has been consistent with
or superior to quality norms in the mutual fund industry;

- Vontobel has sufficient personnel, with the appropriate education and
experience, to serve the Funds effectively, and has demonstrated its
ability to attract and retain well qualified personnel; and

- Vontobel's financial condition is sound, and Vontobel is part of a much
larger financial services enterprise with very substantial financial
resources.

The Trustees concluded that the fees that PIC will pay to Vontobel under
the New Subadvisory Agreement are reasonable in relation to the nature and
quality of the services to be provided, taking into account the fees charged by
other advisers for managing comparable mutual funds with similar strategies and
the fees Vontobel charges to other clients.

The Trustees concluded that, other than the services to be provided by
Vontobel to the Funds pursuant to the proposed agreements and the fees to be
paid by PIC therefor, the Funds and Vontobel may potentially benefit from their
relationship with each other in other ways. They concluded that Vontobel would
benefit from the receipt of proprietary research products and services to be
acquired through commissions paid on portfolio transactions of the Funds and
that the Funds would benefit from Vontobel's receipt of those products and
services as well as research products and services acquired through commissions
paid by other clients of Vontobel. They also concluded that success of the Funds
could attract other business to Vontobel or its other funds and that the success
of Vontobel could enhance Vontobel's ability to serve the Funds.

The Trustees, including all of the Disinterested Trustees, unanimously
recommend that you vote for the approval of the New Subadvisory Agreement.

PROPOSAL 4: APPROVAL OF A PROPOSAL TO PERMIT PIC TO
HIRE AND REPLACE INVESTMENT ADVISERS OR TO MODIFY
INVESTMENT ADVISORY AGREEMENTS WITHOUT SHAREHOLDER APPROVAL

REQUIRED VOTE

Approval of this proposal requires a majority vote of the shareholders of
each Fund. If the shareholders of a Fund do not approve this proposal, the terms
and conditions of the exemptive relief described below will not be applicable to
such Fund.

By approving the proposal, shareholders will afford the Trust the
opportunity to forego the costly expense of and unnecessary delays associated
with proxy solicitations due to necessary subadvisor changes. The Board of
Trustees, including the Disinterested Trustees, recommends that you vote "FOR"
the proposal.

DESCRIPTION OF EXEMPTIVE RELIEF

One of the duties of an investment advisor is to recommend (subject to
oversight by the Board) to a Board, if conditions warrant, the reallocation of
assets managed by a subadvisor or to recommend a subadvisor's hiring,
termination or replacement, if the advisor deems it appropriate to achieve the
overall objectives of a fund. The Trust proposes that, if the New Advisory
Agreement is approved, PIC, with the approval of the Board of Trustees, be
permitted to enter into, terminate, or modify subadvisory agreements on behalf
of the Funds without obtaining the prior approval of a majority of the
outstanding voting securities of the 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 SEC that,
subject to certain conditions, permits PVA, PIC and funds advised by PVA and
PIC, with the approval of such funds' trustees, to retain other subadvisers, or
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 applied to the Trust, the Funds' shareholders
must approve the applicability of the relief to the Trust. If the Funds
shareholders approve the proposal to allow PIC to utilize this relief for the
Trust, the Trust 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.
25

Even if the Trust's shareholders approve this arrangement, any new
subadvisers engaged or terminated or any change in a subadvisory agreement will
still require approval of the Board of Trustees. In order to approve new
subadvisers, the Trustees will analyze the factors they deem relevant, including
the nature, quality and scope of services provided by subadvisers to investment
companies comparable to the Trust. The Trustees will review the ability of the
subadvisers to provide services to a Fund, as well as its personnel, operation,
financial condition or any other factor which would affect the subadvisers with
respect to compliance and regulatory matters over the past fiscal year. The
Trustees will review the subadvisers' investment performance with respect to
accounts deemed comparable. Finally, the Trustees will consider other factors
deemed relevant to the subadvisers' performance as an investment adviser. The
Trust believes that this review provides adequate shareholder protection in the
selection of subadvisers. PIC would notify shareholders of a Fund in the event
of any change in the identity of the subadviser of that Fund. In addition, the
exemptive order prohibits PIC from entering into subadvisory agreements with
affiliates of PIC without shareholder approval.

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

SHARE OWNERSHIP INFORMATION

As of the Record Date, the following chart lists those shareholders who
beneficially owned 5% or more of the outstanding shares of the Funds, and also
shows the aggregate holdings of persons affiliated with the Funds and JCM.

<Table>
<Caption>
NAME OF FUND AND CLASS SHAREHOLDER SHARES PERCENTAGE
- ---------------------- ----------- -------- ----------

</Table>

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 following shows the affiliated
brokerage transactions for each Fund's fiscal year end:

[For the last two fiscal years, the Funds had no affiliated brokerage
transactions.]

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 thereon in their discretion.

PLEASE COMPLETE THE ENCLOSED PROXY CARD(S) AND RETURN THE CARD(S)
BY , 2005 IN THE ENCLOSED SELF-ADDRESSED, POSTAGE-PAID ENVELOPE.

By order of the Board of Trustees

Kelley Abbott Howes
General Counsel, Vice-President
and Secretary

EXHIBIT A

FORM OF ADVISORY AGREEMENT

THIS AGREEMENT effective as of the day of , 200 (the "Contract
Date") is by and between the Phoenix Adviser Trust, a Delaware business trust
(the "Trust") having a place of business at 101 Munson Street, Greenfield,
Massachusetts and Phoenix Investment Counsel, Inc., a Massachusetts corporation
having a place of business at 56 Prospect Street, Hartford, Connecticut (the
"Adviser").

WITNESSETH THAT:

1. The Trust has appointed the Adviser to act as investment adviser to the
Trust on behalf of the series of the Trust established and designated by the
Board of Trustees of the Trust (the "Trustees") on or before the date hereof, as
listed on attached Schedule A (collectively, the "Existing Series"), for the
period and on the terms set forth herein. The Adviser has accepted such
appointment and has agreed to render the services described in this Agreement
for the compensation herein provided.

2. In the event that the Trustees desire to retain the Adviser to render
investment advisory services hereunder with respect to one or more additional
series (the "Additional Series"), by agreement in writing, the Trust and the
Adviser may agree to amend Schedule A to include such Additional Series,
whereupon such Additional Series shall become subject to the terms and
conditions of this Agreement.

3. The Adviser shall furnish continuously an investment program for the
Existing Series and any Additional Series which may become subject to the terms
and conditions set forth herein (sometimes collectively referred to as the
"Series") and shall manage the investment and reinvestment of the assets of each
Series, subject at all times to the supervision of the Trustees.

4. The Adviser may delegate its investment responsibilities under paragraph
3 above with respect to the Series or segments thereof to one or more persons or
companies ("Subadviser(s)") pursuant to an agreement between the Adviser, the
Trust and any such Subadviser ("Subadvisory Agreement"). Each Subadvisory
Agreement may provide that the applicable Subadviser, subject to the control and
supervision of the Board of Trustees and the Adviser, shall have full investment
discretion for the Series, shall make all determinations with respect to the
investment and reinvestment of the assets of each Series assigned to it and the
purchase and sale of portfolio securities of those assets, and shall take such
steps as may be necessary to implement investment decisions. Any delegation of
duties pursuant to this paragraph shall comply with any applicable provisions of
Section 15 of the Investment Company Act of 1940 (the "Act"), except to the
extent permitted by any exemptive order of the Securities and Exchange
Commission ("SEC") or similar relief. The Adviser shall not be responsible or
liable for the investment merits of any decision by a Subadviser to purchase,
hold or sell a security for any Series' portfolio.

5. With respect to managing the investment and reinvestment of the Series'
assets, the Adviser shall provide, at its own expense:

a) Investment research, advice and supervision;

b) An investment program for each Series consistent with its
investment objectives, policies and procedures as set forth in the
registration statement for the Trust;

c) Implementation of the investment program for each Series including
the purchase and sale of securities;

d) Implementation of an investment program designed to manage cash,
cash equivalents and short-term investments for a Series with respect to
assets designated from time to time to be managed by a Subadviser to such
Series;

e) Advice and assistance on the general operations of the Trust; and

f) Regular reports to the Trustees on the implementation of each
Series' investment program.

A-1

6. The Adviser shall, for all purposes herein, be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Trust or the Series in
any way or otherwise be deemed an agent of the Trust or of the Series. However,
one or more shareholders, officers, directors or employees of the Adviser may
serve as trustees and/or officers of the Trust, but without compensation or
reimbursement of expenses for such services from the Trust. Nothing herein
contained shall be deemed to require the Trust to take any action contrary to
its Declaration of Trust, as amended, restated or supplemented, or any
applicable statute or regulation, or to relieve or deprive the Board of Trustees
of its responsibility for and control of the affairs of the Series.

7. The Adviser shall furnish at its own expense, or pay the expenses of the
Trust, for the following:

a) Office facilities, including office space, furniture and equipment;

b) Personnel necessary to perform the functions required to manage the
investment and reinvestment of each Series' assets (including those
required for research, statistical and investment work);

c) Except as otherwise approved by the Board, personnel to serve
without salaries from the Trust as officers or agents of the Trust. The
Adviser need not provide personnel to perform, or pay the expenses of the
Trust for, services customarily performed for an open-end management
investment company by its national distributor, custodian, financial agent,
transfer agent, registrar, dividend disbursing agent, auditors and legal
counsel;

d) Compensation and expenses, if any, of the Trustees who are also
full-time employees of the Adviser or any of its affiliates; and

e) Any Subadviser recommended by the Adviser and appointed to act on
behalf of the Trust.

8. All costs and expenses not specifically enumerated herein as payable by
the Adviser shall be paid by the Trust. Such expenses shall include, but shall
not be limited to, all expenses (other than those specifically referred to as
being borne by the Adviser) incurred in the operation of the Trust and any
public offering of its shares, including, among others, interest, taxes,
brokerage fees and commissions, fees of Trustees who are not affiliated persons
of the Adviser (as that term is defined in the Act) or any of its affiliates,
expenses of Trustees' and shareholders' meetings including the cost of printing
and mailing proxies, expenses of Adviser personnel attending Trustee meetings as
required, expenses of insurance premiums for fidelity and other coverage for the
Trust and its personnel, expenses of repurchase and redemption of shares,
expenses of issue and sale of shares (to the extent not borne by its national
distributor under its agreement with the Trust), expenses of printing and
mailing stock certificates representing shares of the Trust, association
membership dues, charges of custodians, transfer agents, dividend disbursing
agents and financial agents, bookkeeping, auditing and legal expenses. The Trust
will also pay the fees and bear the expense of registering and maintaining the
registration of the Trust and its shares with the SEC and registering or
qualifying its shares under state or other securities laws and the expense of
preparing and mailing prospectuses and reports to shareholders. Additionally, if
authorized by the Trustees, the Trust shall pay for extraordinary expenses and
expenses of a non-recurring nature which may include, but not be limited to the
reasonable and proportionate cost of any reorganization or acquisition of assets
and the cost of legal proceedings to which the Trust is a party.

9. The Adviser shall adhere, and shall use reasonable efforts to cause the
Trust to adhere, to all applicable policies and procedures as adopted from time
to time by the Trustees, including but not limited to the following:

a) Code of Ethics. The Adviser shall adopt a Code of Ethics designed
to prevent "access persons" (as defined therein in accordance with Rule
17j-1 under the Act from engaging in fraudulent acts or transactions that
are, or have the potential of being viewed as, a conflict of interest, and
shall monitor for compliance with its Code of Ethics and report any
violations to the Trust's Compliance Officer.

b) Policy with Respect to Brokerage Allocation. The Adviser shall
have full trading discretion in selecting brokers for Series transactions
on a day to day basis so long as each selection is in conformance with the
Trust's Policy with Respect to Brokerage Allocation. Such discretion shall
include use of "soft
A-2

dollars" for certain broker and research services, also in conformance with
the Trust's Policy with Respect to Brokerage Allocation. The Adviser may
delegate the responsibilities under this section to a Subadviser of a
Series.

c) Procedures for the Determination of Liquidity of Assets. It shall
be the responsibility of the Adviser to monitor the Series' assets that are
not liquid, making such determinations as to liquidity of a particular
asset as may be necessary, in accordance with the Trust's Procedures for
the Determination of Liquidity of Assets. The Adviser may delegate the
responsibilities under this section to a Subadviser of a Series.

d) Policy with Respect to Proxy Voting. In the absence of specific
direction to the contrary and in a manner consistent with the Trust's
Policy with Respect to Proxy Voting, the Adviser shall be responsible for
voting proxies with respect to portfolio holdings of the Trust. The Adviser
shall review all proxy solicitation materials and be responsible for voting
and handling all proxies in relation to the assets under management by the
Adviser in accordance with such policies and procedures adopted or approved
by each Series'. Unless the Fund gives the Adviser written instructions to
the contrary, the Adviser will, in compliance with the proxy voting
procedures of the Series then in effect or approved by the series, vote or
abstain from voting, all proxies solicited by or with respect to the
issuers of securities in which the assets of the Series may be invested.
The Adviser shall cause the Custodian to forward promptly to the Adviser
(or designee) all proxies upon receipt so as to afford the Adviser a
reasonable amount of time in which to determine how to vote such proxies.
The Adviser agrees to provide the Trust with quarterly proxy voting reports
in such form as the Trust may request from time to time. The Adviser may
delegate the responsibilities under this section to a Subadviser of a
Series.

e) Procedures for the Valuation of Securities. It shall be the
responsibility of the Adviser to fully comply with the Trust's Procedures
for the Valuation of Securities. The Adviser may delegate the
responsibilities under this section to a Subadviser of a Series.

10. For providing the services and assuming the expenses outlined herein,
the Trust agrees that the Adviser shall be compensated as follows:

a) The Trust shall pay a monthly fee calculated at an annual rate as
specified in Schedule A. The amounts payable to the Adviser with respect to
the respective Series shall be based upon the average of the values of the
net assets of such Series as of the close of business each day, computed in
accordance with the Trust's Declaration of Trust.

b) Compensation shall accrue immediately upon the effective date of
this Agreement.

c) If there is termination of this Agreement with respect to any
Series during a month, the Series' fee for that month shall be
proportionately computed upon the average of the daily net asset values of
such Series for such partial period in such month.

d) The Adviser agrees to reimburse the Trust for the amount, if any,
by which the total operating and management expenses for any Series
(including the Adviser's compensation, pursuant to this paragraph, but
excluding taxes, interest, costs of portfolio acquisitions and dispositions
and extraordinary expenses), for any "fiscal year" exceed the level of
expenses which such Series is permitted to bear under the most restrictive
expense limitation (which is not waived by the State) imposed on open-end
investment companies by any state in which shares of such Series are then
qualified. Such reimbursement, if any, will be made by the Adviser to the
Trust within five days after the end of each month. For the purpose of this
subparagraph (d), the term "fiscal year" shall include the portion of the
then current fiscal year that shall have elapsed at the date of termination
of this Agreement.

11. The services of the Adviser to the Trust are not to be deemed
exclusive, the Adviser being free to render services to others and to engage in
other activities. Without relieving the Adviser of its duties hereunder and
subject to the prior approval of the Trustees and subject farther to compliance
with applicable provisions of the Investment Company Act, as amended, the
Adviser may appoint one or more agents to perform any of

A-3

the functions and services which are to be provided under the terms of this
Agreement upon such terms and conditions as may be mutually agreed upon among
the Trust, the Adviser and any such agent.

12. The Adviser shall not be liable to the Trust or to any shareholder of
the Trust for any error of judgment or mistake of law or for any loss suffered
by the Trust or by any shareholder of the Trust in connection with the matters
to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith, gross negligence or reckless disregard on the part of
the Adviser in the performance of its duties hereunder.

13. It is understood that:

a) Trustees, officers, employees, agents and shareholders of the Trust
are or may be "interested persons" of the Adviser as directors, officers,
stockholders or otherwise;

b) Directors, officers, employees, agents and stockholders of the
Adviser are or may be "interested persons" of the Trust as Trustees,
officers, shareholders or otherwise; and

c) The existence of any such dual interest shall not affect the
validity hereof or of any transactions hereunder.

14. This Agreement shall become effective with respect to the Existing
Series as of June 28, 2005, and with respect to any Additional Series, on the
date specified in any amendment to this Agreement reflecting the addition of
each Additional Series in accordance with paragraph 2 (the "Amendment Date").
Unless terminated as herein provided, this Agreement shall remain in full force
and effect until November 30, 2005 with respect to each Existing Series and
until December 31 of the first full calendar year following the Amendment Date
with respect to each Additional Series, and shall continue in full force and
effect for periods of one year thereafter with respect to each Series so long as
(a) such continuance with respect to any such Series is approved at least
annually by either the Trustees or by a "vote of the majority of the outstanding
voting securities" of such Series and (b) the terms and any renewal of this
Agreement with respect to any such Series have been approved by a vote of a
majority of the Trustees who are not parties to this Agreement or "interested
persons" of any such party cast in person at a meeting called for the purpose of
voting on such approval; provided, however, that the continuance of this
Agreement with respect to each Additional Series is subject to its approval by a
"vote of a majority of the outstanding voting securities" of any such Additional
Series on or before the next anniversary of the Contract Date following the date
on which such Additional Series became a Series hereunder.

Any approval of this Agreement by a vote of the holders of a "majority of
the outstanding voting securities" of any Series shall be effective to continue
this Agreement with respect to such Series notwithstanding (a) that this
Agreement has not been approved by a "vote of a majority of the outstanding
voting securities" of any other Series of the Trust affected thereby and (b)
that this Agreement has not been approved by the holders of a "vote of a
majority of the outstanding voting securities" of the Trust, unless either such
additional approval shall be required by any other applicable law or otherwise.

15. The Trust may terminate this Agreement with respect to the Trust or to
any Series upon 60 days' written notice to the Adviser at any time, without the
payment of any penalty, by vote of the Trustees or, as to each Series, by a
"vote of the majority of the outstanding voting securities" of such Series. The
Adviser may terminate this Agreement upon 60 days' written notice to the Trust,
without the payment of any penalty. This Agreement shall immediately terminate
in the event of its "assignment".

16. The terms "majority of the outstanding voting securities", "interested
persons" and "assignment", when used herein, shall have the respective meanings
in the Investment Company Act.

17. In the event of termination of this Agreement, or at the request of the
Adviser, the Trust will eliminate all reference to "Phoenix" from its name, and
will not thereafter transact business in a name using the word "Phoenix" in any
form or combination whatsoever, or otherwise use the word "Phoenix" as a part of
its name. The Trust will thereafter in all prospectuses, advertising materials,
letterheads, and other material designed to be read by investors or prospective
investors delete from the name the word "Phoenix" or any approximation thereof.
If the Adviser chooses to withdraw the Trust's right to use the word "Phoenix,"
it
A-4

agrees to submit the question of continuing this Agreement to a vote of the
Trust's shareholders at the time of such withdrawal.

18. It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but bind only the trust property of
the Trust, as provided in the Declaration of Trust. The execution and delivery
of this Agreement have been authorized by the Trustees and shareholders of the
Trust and signed by the President of the Trust, acting as such, and neither such
authorization by such Trustees and shareholders nor such execution and delivery
by such officer shall be deemed to have been made by any of them individually or
be binding upon or impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust. The Certificate of Trust, as amended, is or shall be on file with the
Secretary of State of Delaware.

19. This Agreement shall be construed and the rights and obligations of the
parties hereunder enforced in accordance with the laws of the State of
Connecticut.

20. The Advisor hereby warrants and represents that it will provide the
requisite certifications requested by the chief executive officer and chief
financial officer of the Fund necessary for those named officers to fulfill
their reporting and certification obligations on Forms N-CSR and N-Q as required
under the Sarbanes-Oxley Act of 2002.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first written
above.

Phoenix Adviser Trust

By:
------------------------------------
Name:
Title:

Phoenix Investment Counsel, Inc.

By:
------------------------------------
Name:
Title:

A-5

SCHEDULE A

<Table>
<Caption>
SERIES INVESTMENT ADVISORY FEE
- ------ -----------------------

Focused Value Fund.......................................... 0.75%
International Equity Fund................................... 0.85%
</Table>

A-6

EXHIBIT B

PHOENIX FOREIGN OPPORTUNITIES FUND
PHOENIX FOCUSED VALUE FUND

FORM OF SUBADVISORY AGREEMENT

, 2005

Vontobel Asset Management
450 Park Avenue
New York, NY 10022

RE: SUBADVISORY AGREEMENT

Gentlemen:

Phoenix Adviser Trust (the "Fund") is a diversified open-end investment
company of the series type registered under the Investment Company Act of 1940
(the "Act"), and is subject to the rules and regulations promulgated thereunder.
The shares of the Fund are offered or may be offered in several series. Phoenix
Investment Counsel, Inc. (the "Adviser") serves as an adviser to a number of
series organized under the Trust. In this capacity, the Adviser evaluates and
recommends subadvisers to provide investment management services to the various
series of the Trust.. At this time the Adviser desires to engage the services of
Vontobel Asset Management, Inc. (("Vontobel" or the "Subadviser") to provide
investment management services to the Phoenix Foreign Opportunities Fund and the
Phoenix Focused Value Fund, both series of the Trust (collectively sometimes
hereafter referred to as the "Series"). The parties further contemplate the
possibility that, at some point in the future, the Adviser may request the
Subadviser to provide investment management services to other series of the
Trust, in which case the Subadviser's concurrence shall be manifested in
writing. It is further agreed that the provision of such investment management
services in the future by the Subadviser shall be governed by the terms and
provisions of this Agreement (as amended from time to time).

1. Employment as a Subadviser. The Adviser, being duly authorized, hereby
employs Vontobel as a discretionary Subadviser to invest and reinvest the assets
of the Series under the terms and conditions set forth herein. The services of
the Subadviser hereunder are not to be deemed exclusive; the Subadviser may
render services to others and engage in other activities that do not conflict in
any material manner in the Subadviser's performance hereunder; however, for as
long as the subadvisory agreement is in place, in no event shall the Subadviser
provide future advisory or subadvisory services to another retail open-ended
registered investment company managed in a like style to the Series and sold
only through financial intermediaries except as agreed upon in writing between
the Adviser and the Subadviser, which agreement will not be unreasonably
withheld by the Adviser.

2. Acceptance of Employment; Standard of Performance. The Subadviser
accepts its employment as a discretionary series Subadviser of the Series and
agrees to use due care in making investment decisions for the Series in
accordance with the provisions of this Agreement and as set forth in Schedule D
attached hereto and made a part hereof.

3. Services of Subadviser. In providing management services to the Series,
the Subadviser shall be subject to the investment objectives, policies and
restrictions of the Fund as they apply to the Series and as set forth in the
Fund's then current Prospectus and Statement of Additional Information (as the
same may be modified from time to time and provided to the Subadviser by
Adviser), and to the investment restrictions set forth in the Act and the Rules
thereunder, to the supervision and control of the Trustees of the Fund (the
"Trustees"), and to instructions from the Adviser. The Subadviser shall not,
without the Fund's prior approval, effect any transactions that would cause the
Series at the time of the transaction to be out of compliance with any of such
restrictions or policies.

B-1

4. Transaction Procedures. All transactions for the Series will be
consummated by payment to, or delivery by, the Custodian(s) from time to time
designated by the Fund (the "Custodian"), or such depositories or agents as may
be designated by the Custodian in writing, of all cash and/or securities due to
or from the Series. The Subadviser shall not have possession or custody of such
cash and/or securities or any responsibility or liability with respect to such
custody. The Subadviser shall advise the Custodian and confirm in an acceptable
format to the Fund all investment orders for the Series placed by it at the time
and in the manner set forth in Schedule A hereto (as amended from time to time).
The Fund shall issue to the Custodian such instructions as may be appropriate in
connection with the settlement of any transaction initiated by the Subadviser.
The Fund shall be responsible for all custodial arrangements and the payment of
all custodial charges and fees, and, upon giving proper instructions to the
Custodian, the Subadviser shall have no responsibility or liability with respect
to custodial arrangements or the act, omissions or other conduct of the
Custodian.

5. Allocation of Brokerage. The Subadviser shall have authority and
discretion to select brokers and dealers to execute Series transactions
initiated by the Subadviser, and to select the markets on or in which the
transactions will be executed.

A. In placing orders for the sale and purchase of Series securities
for the Fund, the Subadviser's primary responsibility shall be to seek the
best execution of orders at the most favorable prices. However, this
responsibility shall not obligate the Subadviser to solicit competitive
bids for each transaction or to seek the lowest available commission cost
to the Fund, so long as the Subadviser reasonably believes that the broker
or dealer selected by it can be expected to obtain a "best execution"
market price on the particular transaction and determines in good faith
that the commission cost is reasonable in relation to the value of the
brokerage and research services (as defined in Section 28(e)(3) of the
Securities Exchange Act of 1934) provided by such broker or dealer to the
Subadviser, viewed in terms of either that particular transaction or of the
Subadviser's overall responsibilities with respect to its clients,
including the Fund, as to which the Subadviser exercises investment
discretion, notwithstanding that the Fund may not be the direct or
exclusive beneficiary of any such services or that another broker may be
willing to charge the Fund a lower commission on the particular
transaction.

B. The Subadviser shall not execute any Series transactions for the
Series with a broker or dealer that is an "affiliated person" (as defined
in the Act) of the Fund, the Subadviser or the Adviser without the prior
written approval of the Fund. The Fund will provide the Subadviser with a
list of brokers and dealers that are "affiliated persons" of the Fund or
Adviser.

6. Proxies. The Subadviser shall review all proxy solicitation materials
and be responsible for voting and handling all proxies in relation to the
Assets. Unless the Adviser or the Fund gives the Subadviser written instructions
to the contrary, the Subadviser will, in compliance with the proxy voting
procedures of the Series then in effect, vote or abstain from voting, all
proxies solicited by or with respect to the issuers of securities in which
assets of the Series may be invested. The Advisor shall cause the Custodian to
forward promptly to the Subadviser all proxies upon receipt, so as to afford the
Subadviser a reasonable amount of time in which to determine how to vote such
proxies. The Subadviser agrees to provide the Advisor with quarterly proxy
voting reports in such form as the Advisor may request from time to time. The
Subadviser shall take such action as necessary to allow for the timely filing of
Form N-PX for the Fund.

7. Fees for Services. The compensation of the Subadviser for its services
under this Agreement shall be calculated and paid by the Adviser in accordance
with the attached Schedule C. Pursuant to the Investment Advisory Agreement
between the Fund and the Adviser, the Adviser is solely responsible for the
payment of fees to the Subadviser.

8. Limitation of Liability. The Subadviser shall not be liable for any
action taken, omitted or suffered to be taken by it while using due care, in
good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement, or in accordance with
specific directions or instructions from the Fund, provided, however, that such
acts or omissions shall not have constituted a breach of the investment
objectives, policies and restrictions applicable to the Series and that such
acts or omissions shall not have resulted from the Subadviser's willful
misfeasance, bad faith or gross negligence, a violation of

B-2

the standard of care established by and applicable to the Subadviser in its
actions under this Agreement or a breach of its duty or of its obligations
hereunder (provided, however, that the foregoing shall not be construed to
protect the Subadviser from liability under the Act).

9. Confidentiality. Subject to the duty of the Subadviser and the Fund to
comply with applicable law, including any demand of any regulatory or taxing
authority having jurisdiction, the parties hereto shall treat as confidential
all information pertaining to the Series and the actions of the Subadviser and
the Fund in respect thereof.

10. Assignment. This Agreement shall terminate automatically in the event
of its assignment, as that term is defined in Section 2(a)(4) of the Act. The
Subadviser shall notify the Fund in writing sufficiently in advance of any
proposed change of control, as defined in Section 2(a)(9) of the Act, as will
enable the Fund to consider whether an assignment as defined in Section 2(a)(4)
of the Act will occur, and to take the steps necessary to enter into a new
contract with the Subadviser.

11. Representations, Warranties and Agreements of the Subadviser. The
Subadviser represents, warrants and agrees that:

A. It is registered as an "Investment Adviser" under the Investment
Advisers Act of 1940 ("Advisers Act").

B. It will maintain, keep current and preserve on behalf of the Fund,
in the manner required or permitted by the Act and the Rules thereunder,
the records identified in Schedule B (as Schedule B may be amended from
time to time). The Subadviser agrees that such records are the property of
the Fund, and will be surrendered to the Fund or to Adviser as agent of the
Fund promptly upon request of either.

C. It has or shall adopt a written code of ethics complying with the
requirements of Rule 17j-l under the Act and will provide the Fund and
Adviser with a copy of the code of ethics and evidence of its adoption.
Subadviser acknowledges receipt of the written code of ethics adopted by
and on behalf of the Fund (the "Code of Ethics"). Within 10 days of the end
of each calendar quarter while this Agreement is in effect, a duly
authorized compliance officer of the Subadviser shall certify to the Fund
and to Adviser that the Subadviser has complied with the requirements of
Rule 17j-l during the previous calendar quarter and that there has been no
violation of its code of ethics, or the Code of Ethics, or if such a
violation has occurred, that appropriate action was taken in response to
such violation. The Subadviser shall permit the Fund and Adviser to examine
the reports required to be made by the Subadviser under Rule 17j-l(c)(1)
and this subparagraph.

D. Reference is hereby made to the Declaration of Trust dated [date]
establishing the Fund, a copy of which has been filed with the Secretary of
the State of Delaware and elsewhere as required by law, and to any and all
amendments thereto so filed with the Secretary of the State of Delaware and
elsewhere as required by law, and to any and all amendments thereto so
filed or hereafter filed. The name "[TBD]" refers to the Trustees under
said Declaration of Trust, as Trustees and not personally, and no Trustee,
shareholder, officer, agent or employee of the Fund shall be held to any
personal liability in connection with the affairs of the Fund; only the
trust estate under said Declaration of Trust is liable. Without limiting
the generality of the foregoing, neither the Subadviser nor any of its
officers, directors, partners, shareholders or employees shall, under any
circumstances, have recourse or cause or willingly permit recourse to be
had directly or indirectly to any personal, statutory, or other liability
of any shareholder, Trustee, officer, agent or employee of the Fund or of
any successor of the Fund, whether such liability now exists or is
hereafter incurred for claims against the trust estate.

12. Amendment. This Agreement may be amended at any time, but only by
written agreement among the Subadviser, the Adviser and the Fund, which
amendment, other than amendments to Schedules A, B, and D, is subject to the
approval of the Trustees and the Shareholders of the Fund as and to the extent
required by the Act.

13. Effective Date; Term. This Agreement shall become effective on the
date set forth on the first page of this Agreement, and shall continue in effect
until the first meeting of the shareholders of the Series, and, if

B-3

its renewal is approved at that meeting in the manner required by the Act, shall
continue in effect thereafter only so long as its continuance has been
specifically approved at least annually by the Trustees in accordance with
Section 15(a) of the Investment Company Act, and by the majority vote of the
disinterested Trustees in accordance with the requirements of Section 15(c)
thereof.

14. Termination. This Agreement may be terminated by any party, without
penalty, immediately upon written notice to the other party in the event of a
breach of any provision thereof by a party so notified, or otherwise upon thirty
(30) days' written notice to the other party, but any such termination shall not
affect the status, obligations or liabilities of any party hereto contained in
Paragraphs 7 ("Fees for Services"), 8 ("Limitation of Liability"), 9
("Confidentiality"), 17 ("Notices") or 19 ("Indemnification"). Because the
Subadviser will or may provide investment management services to more than one
series of the Trust, it shall be presumed that any notice of termination
provided under this Agreement by one party to the other shall apply to each and
every series of the Trust to which the Subadviser provides investment management
services under this Agreement at the time the notice is tendered, unless the
notice provides that the termination is limited to less than all series advised
by the Subadviser and those series that are the subject of the notice of
termination are specifically identified in that notice.

15. Applicable Law. To the extent that state law is not preempted by the
provisions of any law of the United States heretofore or hereafter enacted, as
the same may be amended from time to time, this Agreement shall be administered,
construed and enforced according to the laws of the State of Delaware.

16. Severability. If any term or condition of this Agreement shall be
invalid or unenforceable to any extent or in any application, then the remainder
of this Agreement shall not be affected thereby, and each and every term and
condition of this Agreement shall be valid and enforced to the fullest extent
permitted by law.

17. Notices. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered personally or
by overnight delivery service or mailed by certified or registered mail, return
receipt requested and postage prepaid, or sent by facsimile addressed to the
parties at their respective addresses set forth below, or at such other address
as shall be designated by any party in a written notice to the other party.

(a) To Phoenix at:

Phoenix Investment Counsel, Inc.
56 Prospect Street
Hartford, CT 06115
Attn: Chief Legal Officer

(b) To Vontobel at:

Vontobel Asset Management, Inc.
450 Park Avenue
New York, NY 10022
Chief Compliance Officer

18. Certifications. The Subadviser hereby warrants and represents that it
will provide the requisite certifications requested by the chief executive
officer and chief financial officer of the Fund necessary for those named
officers to fulfill their reporting and certification obligations on Forms N-CSR
and N-Q as required under the Sarbanes-Oxley Act of 2002.

19. Indemnification. The Adviser agrees to indemnify and hold harmless the
Subadviser and the Subadviser's directors, officers, employees and agents from
and against any and all losses, liabilities, claims, damages, and expenses
whatsoever, including reasonable attorneys' fees (collectively, "Losses"),
arising out of or relating to (i) any breach by the Adviser of any provision of
this Agreement; (ii) the negligence, willful misconduct, bad faith, or breach of
fiduciary duty of the Adviser; (iii) any violation by the Adviser of any law or
regulation relating to its activities under this Agreement; and (iv) any dispute
between the Adviser and any Fund shareholder, except to the extent that such
Losses result from the gross negligence, willful misconduct, bad faith, or
breach of fiduciary duty of the Subadviser.

B-4

PHOENIX ADVISER TRUST

By:
------------------------------------
[Name]
[Title]

PHOENIX INVESTMENT COUNSEL, INC.

By:
------------------------------------
[Name]
[Title]

ACCEPTED:

VONTOBEL ASSET MANAGEMENT

By:
--------------------------------------------------------
[Name]
[Title]

SCHEDULES: A. Operational Procedures
B. Record Keeping Requirements
C. Fee Schedule
D. Subadviser Functions

B-5

SCHEDULE A

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a flow
of information to be supplied to State Street Bank & Trust (the "Custodian"),
the custodian for the Fund and PFPC, Inc., the sub-financial agent for the Fund.

The Subadviser must furnish the Custodian and the sub-financial agent with
daily information as to executed trades, or, if no trades are executed, with a
report to that effect, no later than 5 p.m. (Eastern Standard time) on the day
of the trade (confirmation received from broker). The necessary information can
be sent via facsimile machine to the Custodian. Information provided to the
Custodian shall include the following:

1. Purchase or sale;

2. Security name;

3. CUSIP number (if applicable);

4. Number of shares and sales price per share;

5. Executing broker;

6. Settlement agent;

7. Trade date;

8. Settlement date;

9. Aggregate commission or if a net trade;

10. Interest purchased or sold from interest bearing security;

11. Other fees;

12. Net proceeds of the transaction;

13. Exchange where trade was executed;

14. Identified tax lot (if applicable);

15. Yield (if applicable);

16. Original face amount (if applicable);

17. Ratings (if applicable); and

18. Trade reason code.

When opening accounts with brokers for, and in the name of, the Fund, the
account must be a cash account. No margin accounts are to be maintained in the
name of the Fund. Trades in initial public offerings must be communicated by 4
p.m. ET on trade date. Delivery instructions are as specified by the Custodian.
The Custodian will supply the Subadviser daily with a cash availability report.
This will normally be done by fax or electronic mail so that the Subadviser will
know the amount available for investment purposes.

B-6

SCHEDULE B

RECORDS TO BE MAINTAINED BY THE SUBADVISER

1. (Rule 31a-1(b)(5)) A record of each brokerage order, and all other
series purchases and sales, given by the Subadviser on behalf of the Fund for,
or in connection with, the purchase or sale of securities, whether executed or
unexecuted. Such records shall include:

A. The name of the broker;

B. The terms and conditions of the order and of any modifications or
cancellations thereof;

C. The time of entry or cancellation;

D. The price at which executed;

E. The time of receipt of a report of execution; and

F. The name of the person who placed the order on behalf of the Fund.

2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within
ten (10) days after the end of the quarter, showing specifically the basis or
bases upon which the allocation of orders for the purchase and sale of series
securities to named brokers or dealers was effected, and the division of
brokerage commissions or other compensation on such purchase and sale orders.
Such record:

A. Shall include the consideration given to:

(i) The sale of shares of the Fund by brokers or dealers.

(ii) The supplying of services or benefits by brokers or dealers
to:

(a) The Fund,

(b) The Adviser (Phoenix Investment Counsel, Inc.)

(d) Any person other than the foregoing.

(iii) Any other consideration other than the technical
qualifications of the brokers and dealers as such.

B. Shall show the nature of the services or benefits made available.

C. Shall describe in detail the application of any general or specific
formula or other determinant used in arriving at such allocation of
purchase and sale orders and such division of brokerage commissions or
other compensation.

D. The name of the person responsible for making the determination of
such allocation and such division of brokerage commissions or other
compensation.

3. (Rule 31a-(b)(10)) A record in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the purchase
or sale of series securities. Where a committee or group makes an authorization,
a record shall be kept of the names of its members who participate in the
authorization. There shall be retained as part of this record: any memorandum,
recommendation or instruction supporting or authorizing the purchase or sale of
series securities and such other information as is appropriate to support the
authorization.*

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

* Such information might include: current financial information, annual and
quarterly reports, press releases, reports by analysts and from brokerage firms
(including their recommendation; i.e., buy, sell, hold) or any internal reports
or subadviser review.

B-7

4. (Rule 31a-1(f)) Such accounts, books and other documents as are required
to be maintained by registered investment advisers by rule adopted under Section
204 of the Investment Advisers Act of 1940, to the extent such records are
necessary or appropriate to record the Subadviser's transactions for the Fund.

5. (NASD Rule 3110). Such books, accounts, records, memoranda, and
correspondence in conformity with all applicable laws, rules, regulations and
statements of policy promulgated thereunder and with the Rules of the
Association and as prescribed by SEC Rule 17a-3. The record keeping format,
medium, and retention period shall comply with Rule 17a-4 under the Securities
Exchange Act of 1934.

B-8

SCHEDULE C

SUBADVISORY FEE

(a) For services provided to the Fund, the Adviser will pay to the
Subadviser, on or before the 10th day of each month, a fee, payable in arrears,
at the annual rate set forth below by Series of the gross management fee as
stipulated in the Fund's registration statement. The fees shall be prorated for
any month during which this agreement is in effect for only a portion of the
month. In computing the fee to be paid to the Subadviser, the net asset value of
the Fund and each Series shall be valued as set forth in the then current
registration statement of the Fund.

<Table>

Focused Value Fund: Zero to $50 million 70 basis points
Above $50 million 37.5 basis points
International Equity Fund: Zero to $50 million 80 basis points
Above $50 million 42.5 basis points
</Table>

The fee referred to above shall be wired to Vontobel's account set forth
below:

<Table>

Bank: JP Morgan Chase & Co.
410 Park Avenue
New York, NY 10022
ABA No. 021000021
SWIFT: CHASUS33
Beneficiary: Vontobel Asset Management, Inc.
450 Park Avenue
New York, NY 10022
Account No. 904810445
</Table>

B-9

SCHEDULE D

SUBADVISER FUNCTIONS

With respect to managing the investment and reinvestment of the Series'
assets, the Subadviser shall provide, at its own expense:

(a) An investment program for the Series consistent with its
investment objectives based upon the development, review and adjustment of
buy/sell strategies approved from time to time by the Board of Trustees and
Adviser and as disclosed in the Fund's registration statement;

(b) Implementation of the investment program for the Series based upon
the foregoing criteria;

(c) Quarterly reports, in form and substance acceptable to the
Adviser, with respect to: i) compliance with the Code of Ethics and the
Subadviser's code of ethics;; ii) diversification of Series assets in
accordance with the then prevailing prospectus and statement of additional
information pertaining to the Series and governing laws; iii) compliance
with governing restrictions including but not limited to the Valuation
Procedures adopted by the Board of Trustees to the Fund and other
procedures for the fair valuation of securities for which market quotations
and the liquidity determination are not readily available or considered
"illiquid" for the purposes of complying with the Series' limitation on
acquisition of illiquid securities; iiii) any and all other reports
reasonably requested in accordance with or described in this Agreement;
and, iv) the implementation of the Series' investment program, including,
without limitation, analysis of Series performance;

(d) Promptly after filing with the Securities and Exchange Commission
an amendment to its Form ADV, a copy of such amendment to the Adviser and
the Trustees;

(e) Attendance by appropriate representatives of the Subadviser at
meetings requested by the Adviser or Trustees at such time(s) and
location(s) as reasonably requested by the Adviser or Trustees;

(f) Notice to the Trustees and the Adviser of the occurrence of any
event which would disqualify the Subadviser from serving as an investment
adviser of an investment company pursuant to Section 9(a) of the Investment
Company Act of 1940 or otherwise; and

(g) A business continuity and disaster recovery program in accordance
with applicable industry best practices.

B-10

[Janus Letterhead]
FORM OF BALLOT
JANUS ADVISER
[FUND NAME HERE]

This proxy is being solicited by the
Trustees of Janus Adviser

JANUS ADVISER
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
May 17, 2005

This proxy shall be voted on the proposals described in the accompanying proxy
statement as specified below. The undersigned hereby appoints Matthew A.
Swendiman and R. Ann Spooner, or any one of them true and lawful attorneys with
full power of substitution, to vote the shares of the above-referenced Fund
which the undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held on May 17, 2005, at the offices of Phoenix Investment
Partners, Ltd., 56 Prospect Street, Hartford, Connecticut 06115, at 10:00 a.m.
Eastern Time, and at any adjournments of such meeting. As to any other matter
that comes before the meeting, the persons appointed above may vote in
accordance with their best judgment. The undersigned hereby acknowledges receipt
of the accompanying proxy statement and notice of special meeting.

To vote by Telephone

1) Read the proxy statement and have the proxy card below at hand.

2) Call __________________________.

3) Enter the control number listed on the proxy card below and follow the
simple instructions.

To vote by Internet

1) Read the proxy statement and have the proxy card below at hand.

2) Go to www._____.com.

3) Enter the control number listed on the proxy card below and follow the
simple instructions.

To vote by Fax

1) Read the proxy statement.

2) Check the appropriate boxes on the proxy card below.

3) Sign and date the proxy card.

4) Fax the proxy card to _______________.

To vote by Mail

1) Read the proxy statement.

2) Check the appropriate boxes on the proxy card below.

3) Sign and date the proxy card.

4) Return the proxy card in the envelope provided.

<Table>

TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</Table>

DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

[FUND NAME HERE]

The Trustees recommend voting "FOR" each proposal listed below.

If you sign, date and return this proxy but do not fill in a box below, we will
vote your shares "FOR" that proposal.

1. To Elect a Board of Trustees.

For Withhold For All To withhold authority to vote, mark
All All Except "For All Except" and write the
nominee's number on the line
below.

1) E. Virgil Conway
2) Harry Dalzell-Payne
3) S. Leland Dill
4) Francis E. Jeffries
5) Leroy Keith, Jr.
6) Marilyn E. LaMarche
7) Philip R. McLoughlin [ ] [ ] [ ] ___________________
8) Geraldine M. McNamara
9) Everett L. Morris
10) James M. Oates
11) Donald B. Romans
12) Richard E. Segerson
13) Ferdinand L. J. Verdonck
14) Lowell P. Weicker, Jr.
</Table>

Vote On Proposals
FOR AGAINST ABSTAIN

2. To approve a new Investment Advisory Agreement [ ] [ ] [ ]
between Janus Adviser and Phoenix Investment
Counsel, Inc. ("PIC") for [ Fund Name Here ].

3. To approve a new Subadvisory Agreement between [ ] [ ] [ ]
PIC and Vontobel Asset Management, Inc. for [ Fund
Name Here ].

4. To approve a proposal to permit PIC to hire and [ ] [ ] [ ]
replace investment advisers or to modify
investment advisory agreements without shareholder
approval.

5. To transact any other business that may [ ] [ ] [ ]
properly come before the meeting.

Note: Please sign exactly as your name appears on the proxy. If you are signing
this proxy in a fiduciary capacity, for example as a trustee, please state that
capacity along with your signature.

[ box ] [ box ]

Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date