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

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

Check the appropriate box:

[ ] Preliminary Proxy Statement

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

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

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:

For shareholders of the following Janus funds:
Focused Value Fund
International Equity Fund

April 11, 2005

Dear Shareholder:

The Board of Trustees of Focused Value Fund and International Equity Fund,
series of Janus Adviser (the "Trust"), is requesting your vote on several
proposals via the enclosed proxy statement. The primary proposal is to name
Phoenix Investment Counsel, Inc. ("Phoenix") as the adviser to your Funds,
replacing Janus, and to integrate the Funds into the Phoenix fund family. If
approved, the transition from Janus to Phoenix is expected to take place in June
2005. In its new role, Phoenix will assume day-to-day shareholder servicing,
marketing and distribution operations for the Funds. Phoenix will also oversee
the Funds' current subadviser and portfolio manager, Vontobel Asset Management.

It is important to note that Janus has been pleased with Vontobel's
management of the Funds, and that this proposal is a result of strategic changes
at Janus. Janus' plans to build its core asset management business have led to
the decision to only offer funds that are managed directly by Janus or by one of
its wholly- or partially-owned subsidiaries, which Vontobel is not.

Phoenix Investment Counsel, Inc. is the investment adviser of Phoenix
Investment Partners, Ltd., the asset management subsidiary of The Phoenix
Companies, Inc. Based in Hartford, Conn., Phoenix Investment Partners, Ltd.
managed approximately $43 billion in assets for individual and institutional
investors, including the Phoenix family of mutual funds, as of December 31,
2004.

Phoenix is focused on enhancing its mutual fund offerings with established
solid-performing funds subadvised by experienced managers, such as Vontobel.
Further, Phoenix seeks to increase distribution opportunities for the Funds and
attract new assets that may result in a reduction in total expenses. In
addition, as detailed in the proxy, Phoenix has agreed to extend the current
expense limits on the Funds through March 31, 2006 as part of its commitment to
shareholders. While we encourage you to read the full text of the enclosed proxy
statement, as well as the accompanying Q&A, the proposals are summarized as
follows:

- Elect Trustees;

- Approve a new investment advisory agreement between the Trust and
Phoenix;

- Approve a new subadvisory agreement between Phoenix and Vontobel Asset
Management, Inc., the Funds' current subadviser; and

- Approve a proposal to permit Phoenix to hire and replace subadvisers or
to modify subadvisory agreements without shareholder approval.

YOUR FUNDS' BOARD OF TRUSTEES APPROVED THE PROPOSALS AND URGES YOU TO VOTE
"FOR" EACH PROPOSAL. Please take a few minutes to cast your vote now. If you
have any questions about the proposals, feel free to call our proxy
solicitor -- Altman Group, a division of Investor Connect -- at 1-800-356-6162.

Thank you for your response and for investing in Focused Value Fund and
International Equity Fund. We are confident in Phoenix's commitment to
preserving your trust as a valued shareholder over the long-term.

Sincerely,

/s/ Steve Scheid

Steve Scheid
Chief Executive Officer
Janus Capital Group

IMPORTANT NEWS FOR SHAREHOLDERS OF
INTERNATIONAL EQUITY FUND AND FOCUSED VALUE FUND

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

Q. What is happening?

A. The Board of Trustees of Focused Value Fund and International Equity Fund,
series of Janus Adviser, recently approved Phoenix Investment Counsel, Inc.
("Phoenix") as the new investment adviser for both Funds, subject to
approval by shareholders of the Funds. Phoenix will assume the day-to-day
account servicing and marketing operations of the Funds from Janus, while
Vontobel Asset Management, Inc. ("Vontobel") will continue to manage the
Funds' investment portfolios as they have since their inception.

Q. What issues am I being asked to vote on at the upcoming meeting on May 17,
2005?

A. As described in the enclosed Proxy Statement, you are asked to approve:

- The election of a new Board of Trustees of the Funds;

- A new Investment Advisory Agreement between Phoenix and the Funds;

- A new Subadvisory Agreement between Phoenix and Vontobel; and

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

Q. Why is the investment advisory role of Focused Value Fund and International
Equity Fund being transitioned to Phoenix Investment Counsel, Inc.?

A. Janus has undertaken many new strategic initiatives to build upon the
foundation of its core asset management business. Specifically, since
forming a relationship with Vontobel in 2003, Janus has determined that its
future business model will be best served by offering funds managed by
Janus' own money managers rather than by external subadvisers such as
Vontobel. It is important to note that Janus has great respect for
Vontobel's portfolio managers and the investment performance the team has
generated over the past 15 years.

Q. Why was Phoenix Investment Counsel, Inc. chosen to succeed Janus as adviser
to the Funds?

A. Phoenix is a registered investment adviser and a wholly-owned subsidiary of
Phoenix Equity Planning Corporation, a subsidiary of Phoenix Investment
Partners, Ltd., the asset management subsidiary of The Phoenix Companies,
Inc. Based in Hartford, Conn., Phoenix Investment Partners has more than 70
years of investment advisory experience and manages approximately $43
billion in assets for individual and institutional investors, as of
December 31, 2004. This includes the Phoenix family of 39 mutual funds,
which are managed by Phoenix's own investment subsidiaries and external
subadvisers. Phoenix's strategy is to expand and enhance its mutual fund
offerings with established strong-performing funds subadvised by
experienced managers, such as Vontobel. For more information about Phoenix,
visit www.phoenixinvestments.com.

Q. Will the Funds' investment objectives or strategies change?

A. No. Vontobel will continue in its role as subadviser to the Funds and the
proposals are not expected to impact the Funds' investment objectives,
policies and management strategies.

Q. Will the investment management fee rates change upon approval of the new
Investment Advisory Agreement and the new Subadvisory Agreement?

A. Yes. The investment management fee rate applicable to your Fund under the
new Investment Advisory Agreement with Phoenix is lower than that currently
in effect. The investment management fee rate under the new Subadvisory
Agreement is lower than that currently in effect under current Fund asset

levels for Focused Value Fund and slightly higher than that currently in
effect for International Equity Fund. The Funds do not pay any fees to
Vontobel under the current Subadvisory Agreement or the new Subadvisory
Agreement; these fees are paid by Janus and Phoenix, respectively.

Q. Will I still be a Janus Fund shareholder?

A. No--not in the case of the Funds. When the Fund advisory role transfers to
Phoenix, the Funds will become Phoenix funds and shareholders will become
Phoenix fund shareholders. However, this transaction will not impact any
other Janus investments you may own.

Q. What happens if a Proposal is not approved?

A. Approval of the proposals to elect new Trustees, to approve the new
Advisory Agreement and to approve the new Subadvisory Agreement are
contingent upon each other. If the required vote is not received by a Fund
with respect to any of these proposals, the current Board will determine
what options are available for the Funds.

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

A. The Trustees are your representatives who oversee management and operations
of your Fund. Fourteen trustees of the Phoenix funds are to be elected at
the meeting. The enclosed Proxy Statement outlines the prospective
nominees' qualifications and their current roles in overseeing the Phoenix
funds. When the Funds transition to Phoenix, the current Trustees of the
Funds will resign or be replaced by the trustees of the Phoenix funds
elected by shareholders.

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

A. Prior to the transition from Janus to Phoenix (anticipated on or about June
20, 2005), there will be no changes to your Janus account or account
services. After the transition is completed, Phoenix will send you a
welcome letter with contact information and details about the mutual fund
services it offers to shareholders, including exchange privileges with
other Phoenix funds.

Q. What if I want to exchange my shares into other Janus funds?

A. You may exchange your shares into other Janus funds by calling 800-525-3713
or visiting www.janus.com at any time before the anticipated transition of
the Funds to Phoenix is completed (on or about June 20, 2005). If you
choose to exchange your Fund shares, your request will be treated as a
normal exchange of shares and will be a taxable transaction unless your
shares are held in a tax-deferred account such as an IRA. Your Janus funds'
exchange privilege cannot be exercised after transition of the Funds to
Phoenix is completed.

Q. What if I want to redeem my Fund shares or purchase new shares?

A. You may redeem your shares by calling 800-525-3713 or visiting
www.janus.com at any time before the anticipated transition of the Funds to
Phoenix is completed (on or about June 20, 2005). If you redeem your
shares, however, please note that the Funds will be closed to new investors
after close of business on May 13, 2005 until the transition is complete.
Existing shareholders (those who do not redeem their accounts) may still
purchase Fund shares via the usual channels. Redemption fees on applicable
International Equity Fund share classes and contingent deferred sales
charges ("CDSCs") on applicable share classes of both Funds will be waived
for investors who wish to redeem their shares after close of business on
March 28, 2005, until transition of the Funds to Phoenix. The Funds will
not be subject to any redemption fees under the proposed Phoenix structure
but may be subject to CDSCs. Investors who choose to redeem their shares
may be restricted from purchasing back into the Fund(s) pursuant to the
Funds' excessive trading policies. If you choose to redeem your shares,
your request will be treated as a normal redemption of shares and will be a
taxable transaction.

Q. What if I want to keep my Focused Value Fund and/or International Equity
Fund shares?

A. No action is necessary. Pending shareholder approval of the proposal, your
Funds will be integrated into the Phoenix family of mutual funds on or
about June 20, 2005. Please vote on the proposals on the attached proxy
cards and return it promptly or vote your shares by attending the meeting.

Q. Has the Board approved the Proposals?

A. Yes. Your Fund's Board approved the proposals and recommends that you vote
in favor of each proposal.

Q. Will my Fund pay for the proxy solicitation and legal costs associated with
the proposals?

A. No, neither you nor your Fund will bear any costs associated with this
Proxy Statement or solicitation of proxies. Payment of such fees are
allocated between Janus and Phoenix.

Q. How do I vote my shares?

A. You can vote your shares at the meeting or you can authorize proxies to
vote your shares by mail using the enclosed proxy cards.

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

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

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

A. Please call The Altman Group Inc., your Fund's information agent, at
800-356-6162.

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
Focused Value Fund and International Equity Fund, which are separate series 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 or
postponements 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. for each Fund (Proposal 3) (all shareholders);

4. To approve a proposal to permit PIC to hire and replace subadvisers
or to modify subadvisory agreements without shareholder approval (Proposal
4) (all shareholders); and

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

/s/ Kelley Abbott Howes

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

April 11, 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.
INSTRUCTIONS FOR THE PROPER EXECUTION OF THE PROXY ARE SET FORTH IMMEDIATELY
FOLLOWING THIS NOTICE OR 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 ACCOUNT: Sign your name exactly as it appears in the
registration on the proxy card.

2. JOINT ACCOUNT: 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 Account
(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 Account
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78 Jane B. Doe
Custodial or Estate Account
(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" or the "Trustees") of Janus
Adviser (the "Trust"), with respect to 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 in Hartford, Connecticut on May 17,
2005 at 10:00 a.m. Eastern Time (the "Meeting") and any adjournment(s) or
postponement(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 11, 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 and at any
adjournments thereof. 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......... 243,501.775 175,307.463 3,376,130.384 186,436.577
International Equity
Fund..................... 149,961.539 2,044.671 5,455,463.528 90,348.425
</Table>

On the Record Date, the net assets of each class of shares of the Funds
were as follows:

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

Focused Value Fund................. $4,908,760 $3,444,057 $ 67,837,919 $3,737,389
International Equity Fund.......... $2,794,127 $ 38,241 $101,496,189 $1,680,593
</Table>

A COPY OF THE TRUST'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED FEBRUARY 29,
2004 AND UNAUDITED SEMIANNUAL REPORT FOR THE SIX-MONTH PERIOD ENDED AUGUST 31,
2004 IS AVAILABLE FREE OF CHARGE ON THE TRUST'S WEBSITE, WWW.JANUS.COM, OR BY
CALLING 800-525-3713. A COPY OF THE TRUST'S ANNUAL REPORT FOR THE FISCAL YEAR
ENDED FEBRUARY 28, 2005, AVAILABLE BY THE END OF APRIL 2005, MAY BE OBTAINED
FREE OF CHARGE 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 or personal contact
by representatives of the Trust. The Altman Group, Inc., a division of Investor
Connect, has been engaged to assist in the distribution, tabulation and
solicitation of proxies. The anticipated cost of such services is approximately
$27,000. The costs associated with the printing and mailing of this Proxy
Statement will be borne equally by Janus Capital Management LLC ("JCM"), the
current investment adviser to the Trust, and Phoenix Investment Counsel, Inc.
("PIC") the proposed investment adviser to the Trust. JCM will bear the costs
associated with the proxy solicitor, the solicitation, the filing of this Proxy
Statement with the Securities and Exchange Commission ("SEC") and its legal
expenses incurred with the preparation of this Proxy Statement. PIC will bear
all other costs associated with the Meeting and 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, by executing a superseding proxy
by telephone or executing a subsequent proxy card. 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 subadvisers or to
modify subadvisory agreements without shareholder approval.

The Board unanimously recommends that shareholders vote FOR all proposals.

Thirty percent of the outstanding shares of the Trust entitled to vote at
the Meeting 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
voting 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 not be counted in favor of, but will have
no other 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 the Trust voted to
approve a transaction (the "Transaction") whereby the Trust will be integrated
into the Phoenix family of mutual funds (the "Phoenix funds"). In approving the
Transaction, the Board considered that JCM, the current investment adviser and
manager of the Funds, 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 strategy. JCM and Vontobel coordinated on selecting an
appropriate investment adviser to replace JCM in managing the Funds. Vontobel
proposed PIC as the new investment adviser to the Trust. In recommending PIC as
the Trust's new investment adviser, both JCM and Vontobel recognize the
potential distribution opportunities from associating the Funds 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.

If the Transaction is completed, the names of Focused Value Fund and
International Equity Fund are expected to change to Phoenix Focused Value Fund
and Phoenix Foreign Opportunities Fund, respectively. In addition, upon
completion of the Transaction, it is proposed that the name of the Trust be
changed to Phoenix Adviser Trust. Vontobel and PIC have represented that the
Funds will continue to be managed with the same investment objectives and
investment strategies after the Transaction is completed.

Pursuant to the Transaction, the current Trustees will cease to be Trustees
of the Trust when their successors are elected Trustees of the Trust 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") effective on or about June 20, 2005, the Funds will
terminate their current Investment Advisory Agreements (the "Current Advisory
Agreements") with JCM, JCM will
2

terminate its current Subadvisory Agreements with Vontobel (the "Current
Subadvisory Agreements"), PIC will become the Trust's new investment adviser and
Vontobel will continue as the Trust's subadviser although now pursuant to an
agreement with PIC. Each of the proposals except Proposal 4 is contingent upon
the others. Therefore, the Transaction will not be consummated, and the proposed
nominees will not become Trustees of the Trust 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 Shares 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.
Shareholders of Investor Shares and Class I Shares whose shares convert to Class
A Shares and then subsequently redeem will be subject to any applicable sales
charges upon purchasing back into Class A Shares.

CURRENT AND PROPOSED FEE STRUCTURES

The tables below describe the current (Janus) and proposed (Phoenix) fees
and expenses that you may pay if you buy and hold shares of the Funds:

<Table>
<Caption>
FOCUSED VALUE FUND
----------------------------------------------------------------------
CURRENT STRUCTURE PROPOSED STRUCTURE
---------------------------------------------- ---------------------
CLASS A CLASS C INVESTOR(5) CLASS I(5) CLASS A(5) CLASS C
------- ------- ----------- ---------- ---------- -------

SHAREHOLDER FEES, PAID
DIRECTLY FROM YOUR
INVESTMENT
Maximum Sales Charge (Load) 5.75%(2) None None None 5.75%(2) None
Imposed on Purchases....
Maximum Deferred Sales None(1) 1.00%(3) None None None 1.00%(3)
Charge (Load)...........
ANNUAL FUND OPERATING
EXPENSES, DEDUCTED FROM
FUND ASSETS
Management Fees............ 0.96% 0.96% 0.96% 0.96% 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............. 0.64%(4) 0.63%(4) 0.59% 0.59% 0.55%(4) 0.55%(4)
TOTAL ANNUAL FUND OPERATING 1.85% 2.59% 1.90% 2.05% 1.55% 2.30%
EXPENSES................
Expense Waivers............ (0.70)% (0.69)% (0.65)% (0.65)% (0.40)% (0.40)%
NET ANNUAL FUND OPERATING 1.15% 1.90% 1.25% 1.40% 1.15%(6) 1.90%(6)
EXPENSES................
</Table>

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

(1) A contingent deferred sales charge ("CDSC") of up to 1.00% may be imposed on
certain redemptions of Class A Shares bought without an initial sales charge
and then redeemed within 12 months of purchase. The Board has approved a
waiver of the CDSC until the date on which PIC becomes the investment
adviser of the Funds. If the Transaction is not completed, the Board will
consider what action regarding application of the CDSC is appropriate.

(2) May be waived for certain investors.

(3) Applies on Class C Shares redeemed within 1 year of purchase. The Board has
approved a waiver of the CDSC until the date on which PIC becomes the
investment adviser of the Funds. If the Transaction is not completed, the
Board will consider what action regarding application of the CDSC is
appropriate.

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

(5) Upon approval of the Transaction, Investor Shares and Class I Shares will
convert to Class A Shares and may purchase additional Class A Shares at net
asset value.

(6) After March 31, 2006, Net Annual Fund Operating Expenses are estimated to be
1.25% for Class A Shares and 2.00% for Class C Shares.

<Table>
<Caption>
INTERNATIONAL EQUITY FUND
----------------------------------------------------------------------
CURRENT STRUCTURE PROPOSED STRUCTURE
---------------------------------------------- ---------------------
CLASS A CLASS C INVESTOR(6) CLASS I(6) CLASS A(6) CLASS C
------- ------- ----------- ---------- ---------- -------

SHAREHOLDER FEES, PAID
DIRECTLY FROM YOUR
INVESTMENT
Maximum Sales Charge (Load) 5.75%(2) None None None 5.75%(2) None
Imposed on Purchases....
Maximum Deferred Sales None(1) 1.00%(3) None None None 1.00%(3)
Charge (Load)...........
Redemption Fee............. None None 2.00%(5) 2.00%(5) None None
ANNUAL FUND OPERATING
EXPENSES, DEDUCTED FROM
FUND ASSETS
Management Fees............ 0.99% 0.99% 0.99% 0.99% 0.85% 0.85%
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%(4) 0.79% 0.85% 1.32%(4) 1.32%(4)
TOTAL ANNUAL FUND OPERATING 2.10% 2.86% 2.13% 2.34% 2.42% 3.17%
EXPENSES................
Expense Waiver............. (0.85)% (0.86)% (0.78)% (0.84)% (1.17)% (1.17)%
NET ANNUAL FUND OPERATING 1.25% 2.00% 1.35% 1.50% 1.25%(7) 2.00%(7)
EXPENSES................
</Table>

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

(2) May be waived for certain investors.

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

(5) On shares held for 3 months or less from the time of purchase. The Board has
approved a waiver of the redemption fee until the date on which PIC becomes
investment adviser to the Funds, after which time the shares will not be
subject to a redemption fee. If the Transaction is not completed, the Board
will consider what action regarding application of the redemption fee is
appropriate.

(6) Upon approval of the Transaction, Investor Shares and Class I Shares will
convert to Class A Shares and may purchase additional Class A Shares at net
asset value.

(7) After March 31, 2006, Net Annual Fund Operating Expenses are estimated to be
1.35% for Class A Shares and 2.10% for Class C Shares.

Currently, JCM has agreed 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 annual rates in the table shown below. The
application of the expense waivers and their effect on annual fund operating
expenses is reflected in the tables above.

<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 right to recoup such reimbursements and
fee reductions.

PIC has agreed to continue the current expense limits for Class A Shares
and Class C Shares until March 31, 2006. As a result, current Investor Shares
and Class I Shares shareholders (whose shares will be converted into Class A
Shares) will benefit from a temporary reduction in total expenses, after waiver.
In addition, PIC has agreed with Vontobel and the Funds to waive, for three
years from the effective date of the proposed New Advisory Agreement, a portion
of its management fee that is shown in the tables set forth above, subject to a
recoupment provision. Following March 31, 2006, the total expenses, after
waiver, for the Funds are estimated to be 1.25% and 2.00% of the average daily
net assets of Class A Shares and Class C Shares, respectively, of Focused Value
Fund, and 1.35% and 2.10% of the average daily net assets of Class A Shares and
Class C Shares, respectively, of International Equity Fund. Such waiver agreed
to by PIC includes a waiver of PIC's management fee under the proposed
structure. This change in total expenses after waiver will cause shareholders in
Class A Shares and Class C Shares 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 Class A Shares and Class C
Shares as of March 31, 2006 could be lower than the total expenses shown in the
tables above.

SERVICE PROVIDERS

The following outlines the current service providers for the Funds:

<Table>
<Caption>
SERVICE PROVIDER
- ----------------

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

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

<Table>
<Caption>
SERVICE PROVIDER
- ----------------

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

Janus Distributors LLC ("Janus Distributors") acts as the distributor of
the Trust pursuant to a Distribution Agreement between the Trust and Janus
Distributors. Janus Distributors receives a 12b-1 distribution fee at the annual
rate of 0.25% from Class A Shares, Class I Shares and Investor Shares and a
12b-1 distribution and service fee at the annual rate of 1.00% (0.75%
distribution fee and 0.25% service fee) from Class C Shares, for activities that
are primarily intended to result in sales of shares. Janus Distributors may
retain some or all of this fee or may pass it through to financial
intermediaries in payment for distribution services. The following table
summarizes the fees paid by the Funds to Janus Distributors for the fiscal year
ended February 28, 2005. Janus Distributors historically passes through all such
fees to financial intermediaries or uses any retained amounts to pay for
permissible 12b-1 expenditures.

<Table>
<Caption>
FUND/SHARE CLASS FEES PAID
- ---------------- ---------

Focused Value Fund
Investor Shares........................................... $175,841
Class A Shares............................................ $ 12,183
Class I Shares............................................ $ 11,811
Class C Shares............................................ $ 24,822
International Equity Fund
Investor Shares........................................... $ 98,778
Class A Shares............................................ $ 4,225
Class I Shares............................................ $ 3,159
Class C Shares............................................ $ 136
</Table>

If the Transaction is completed, Janus Distributors LLC will waive its
right 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.

Pursuant to an Administrative Services Agreement between the Trust and JCM,
JCM performs or causes to be performed certain other services, including
internal accounting, recordkeeping, and blue sky registration and monitoring
services, for which the Funds may reimburse JCM for its costs.

Janus Services LLC ("Janus Services") is paid 0.10% on the average net
asset value of Investor Shares and 0.25% on the average net asset value of Class
I Shares of each Fund for services provided pursuant to a Transfer Agency
Agreement between Janus Services and the Trust. Such services include, but are
not limited to, establishing and maintaining shareholder accounts, recording the
ownership of shares on the books of the Trust, mailing proxies, mailing
shareholder reports, recording reinvestments of dividends and distributions on
the Trust and cooperating with insurance companies, qualified plans,
broker-dealers and financial intermediaries who represent Fund shareholders.

The following table summarizes the administrative services fees paid by the
Funds to Janus Services for services provided pursuant to the Transfer Agency
Agreement for the fiscal year ended February 28, 2005.

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

Focused Value Fund
Investor Shares........................................... $70,336
Class I Shares............................................ $11,811
International Equity Fund
Investor Shares........................................... $39,511
Class I Shares............................................ $ 3,159
</Table>

If the Transaction is completed, the Administrative Services Agreement
between the Trust and JCM, the Transfer Agency Agreement between the Trust and
Janus Services, and the Distribution Agreement between the Trust and Janus
Distributors will terminate. It is anticipated that the service providers to the
Phoenix funds, as described above, will become the service providers to the
Trust upon completion of the Transaction.

PEPCO acts as financial agent to the various trusts managed by PIC. PIC is
a wholly-owned subsidiary of PEPCO. If the proposals are approved, PEPCO will
perform administrative, bookkeeping and pricing functions for the Trust. For its
services, PEPCO will be paid a fee equal to the sum of (1) the documented cost
of fund accounting and related services provided by PFPC Inc. ("PFPC"), as
subagent, plus (2) the documented cost of PEPCO to provide financial reporting
and tax services and to oversee the subagent's performance. The fee schedule of
PFPC is based upon the average of the aggregate daily net asset values of the
Funds, at the following incremental annual rates:

<Table>

First $5 billion............................................ 0.060%
$5 billion to $15 billion................................... 0.050%
Greater than $15 billion.................................... 0.030%
</Table>

Percentage rates are applied to the aggregate daily net asset value of the
fund. Certain minimum fees and fee waivers may apply. Total fees paid by PEPCO
to PFPC are allocated among all funds for which it serves as administrative
agent on the basis of the relative net assets of each fund.

PROPOSAL 1: ELECTION OF TRUSTEES

REQUIRED VOTE

Fourteen Trustees are to be elected at the Meeting, and the candidates
nominated by the current Trustees are listed below. Election of the fourteen
nominees 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 Amended and
Restated Trust Instrument. 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, 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, as amended (the "1940
Act"), met to review pertinent information on the nominees for election to the
Board and unanimously nominated the following candidates for election as
Trustees, 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 and Governance
Committee and the Board unanimously recommend that each nominee listed below be
elected to serve as a Trustee of the Trust.

NOMINEES AS DISINTERESTED TRUSTEES

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

E. Virgil Conway Nominee 44 Chairman, Rittenhouse Advisors, LLC (consulting
Rittenhouse Advisors, LLC firm) since 2001. Trustee/Director, Realty
101 Park Avenue Foundation of New York (1972-present), Josiah
New York, NY 10178 Macy, Jr. Foundation (Honorary) (2004-
DOB: 8/2/29 present), Pace University (Director/Trustee
Emeritus) (2003-present), Greater New York
Councils, Boy Scouts of America (1985-present),
The Academy of Political Science (Vice
Chairman) (1985-present), Urstadt Biddle
Property Corp. (1989-present), Colgate
University (Trustee Emeritus) (since 2004).
Director/Trustee, The Harlem Youth Development
Foundation, (Chairman) (1998-2002),
Metropolitan Transportation Authority
(Chairman) (1992-2001), Trism, Inc.
(1994-2001), Consolidated Edison Company of New
York, Inc. (1970-2002), Atlantic Mutual
Insurance Company (1974-2002), Centennial
Insurance Company (1974-2002), Union Pacific
Corp. (1978-2002), BlackRock Freddie Mac
Mortgage Securities Fund (Advisory Director)
(1990-2000), Accuhealth (1994-2002), Pace
University (1978-2003), New York Housing
Partnership Development Corp. (Chairman)
(1981-2003), Josiah Macy, Jr. Foundation
(1975-2004).
Harry Dalzell-Payne Nominee 44 Currently retired. Trustee/Director, Phoenix
The Flat, Elmore Court Funds Complex (1988-present).
Elmore, GLOS, GL2 3NT
U.K.
DOB: 9/8/29
S. Leland Dill Nominee 42 Currently retired. Trustee, Phoenix Funds
7721 Blue Heron Way Complex (1989-present). Trustee, Scudder
West Palm Beach, FL 33412 Investments (33 portfolios) (1986-present).
DOB: 3/28/30 Director, Coutts & Co. Trust Holdings Limited
(1991-2000), Coutts & Co. Group (1991-2000) and
Coutts & Co. International (USA) (private
banking) (1991-2000).
Francis E. Jeffries Nominee 44 Director, The Empire District Electric Company
8477 Bay Colony Dr. #902 (1984-2004). Trustee/Director, Phoenix Funds
Naples, FL 34108 Complex (1995-present).
DOB: 9/23/30
</Table>

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

Leroy Keith, Jr. Nominee 42 Partner, Stonington Partners, Inc. (private
Stonington Partners, Inc. equity fund) since 2001. Director/Trustee,
736 Market Street, Evergreen Funds (six portfolios). Trustee,
Ste. 1430 Phoenix Funds Complex (1980-present). Chairman
Chattanooga, TN 37402 (1998 to 2000) and Chief Executive Officer
DOB: 2/14/39 (1995-1998), Carson Products Company
(cosmetics).
Geraldine M. McNamara Nominee 44 Managing Director, U.S. Trust Company of New
U.S. Trust Company of York (private bank) (1982- present).
New York Trustee/Director, Phoenix Funds Complex
11 West 54th Street (2001-present).
New York, NY 10019
DOB: 4/17/51
Everett L. Morris Nominee 44 Currently retired. Trustee/Director, Phoenix
164 Laird Road Funds Complex (1995-present). Director, W.H.
Colts Neck, NJ 07722 Reaves and Company (2004-present). Vice
DOB: 5/26/28 President, W.H. Reaves and Company (investment
management) (1993-2003).
James M. Oates Nominee 42 Chairman, Hudson Castle Group, Inc. (Formerly
c/o Northeast Partners IBEX Capital Markets, Inc.) (financial
150 Federal Street, services) (1997-present). Managing Director
Suite 1000 Wydown Group (consulting firm) (1994-present).
Boston, MA 02110 Director, Investors Financial Service
DOB: 5/31/46 Corporation (1995-present), Investors Bank &
Trust Corporation (1995-present), Stifel
Financial (1996-present), Connecticut River
Bancorp (1998-present), Connecticut River Bank
(1999-present), Trust Company of New Hampshire
(2002-present). Chairman, Emerson Investment
Management, Inc. (2000-present). Vice Chairman,
Massachusetts Housing Partnership (1994-1999).
Director/Trustee, John Hancock Trust
(2004-present), Blue Cross and Blue Shield of
New Hampshire (1994-1999), AIB Govett Funds
(1991-2000) and Command Systems, Inc.
(1998-2000), Phoenix Investment Partners, Ltd.
(1995-2001), 1Mind, Inc. (2000-2002),
1Mind.com, Plymouth Rubber Co. (1995-2003).
Director and Treasurer, Endowment for Health,
Inc. (2000-2004).
</Table>

Donald B. Romans Nominee 42 Currently retired. President, Romans & Company
39 S. Sheridan Road (private investors and financial consultants)
Lake Forest, IL 60045 (1987-2003). Trustee/Director, Phoenix Funds
DOB: 4/22/31 Complex (1985-present). Trustee, Burnham
Investors Trust (5 portfolios) (1967-2003).
Richard E. Segerson Nominee 42 Managing Director, Northway Management Company
Northway Management Company (1998-present). Trustee/Director, Phoenix Funds
164 Mason Street Complex (1988-present).
Greenwich, CT 06830
DOB: 2/16/46
Ferdinand L. J. Verdonck Nominee 42 Director, Banco Urquijo (Chairman). Trustee,
Nederpolder, 7 Phoenix Funds Complex (2004- present). Director
B-9000 Gent, Belgium EASDAQ (Chairman), The Fleming Continental
DOB: 7/30/42 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 42 Director, Medallion Financial New York
7 Little Point Street (2003-present), Compuware (1996- present), WWF,
Essex, CT 06426 Inc. (2000-present). President, The Trust for
DOB: 5/16/31 America's Health (non-profit) (2001-present).
(Trustee/Director), Phoenix Funds Complex
(1995-present). Director, UST, Inc.
(1995-2004), HPSC Inc. (1995-2004).
</Table>

NOMINEES AS 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 ("Interested
Trustees"), as defined in Section 2(a)(19) of the 1940 Act, and the rules and
regulations thereunder.

*Marilyn E. LaMarche Nominee 42 Limited Managing Director, Lazard Freres & Co.
Lazard Freres & Co. LLC LLC (1997-present). Director, The Phoenix
30 Rockefeller Plaza, Companies, Inc. (2001-present) and Phoenix Life
59th Floor Insurance Company (1989-present).
New York, NY 10020 Trustee/Director, Phoenix Funds Complex
DOB: 5/11/34 (2002-present).
**Philip R. McLoughlin Nominee 70 Director, PXRE Corporation (Delaware)
56 Prospect Street (1985-present), World Trust Fund
Hartford, CT 06115 (1991-present). Management Consultant
DOB: 10/23/46 (2002-2004), Chairman (1997-2002), Chief
Executive Officer (1995-2002), Director
(1995-2002) and Vice Chairman (1995-1997),
Phoenix Investment Partners, Ltd. Director and
Executive Vice President, The Phoenix
Companies, Inc. (2000-2002). Director
(1994-2002) and Executive Vice President,
Investments (1987-2002), Phoenix Life Insurance
Company. Director (1983-2002) and Chairman
(1995-2002), Phoenix Investment Counsel, Inc.
Director (1982-2002) and President (1990-2000),
Phoenix Equity Planning Corporation. Chairman
and President, Phoenix/Zweig Advisers LLC
(2001-2002). Director (2001-2002) and President
(April 2002-September 2002), Phoenix Investment
Management Company. Director and Executive Vice
President, Phoenix Life and Annuity Company
(1996-2002). Director (1995-2000) and Executive
Vice President (1994-2002) and Chief Investment
Counsel (1994-2002), PHL Variable Insurance
Company. Director, Phoenix National Trust
Holding Company (2001-2002). Director
(1985-2002) and Vice President (1986-2002) and
Executive Vice President (2002-2002), PM
Holdings, Inc. Director, W.S. Griffith
Associates, Inc. (1995-2002). Director
(1992-2002) and President (1993-1994), W.S.
Griffith Securities, Inc.
</Table>

* If the proposed New Advisory Agreement is approved, Ms. LaMarche would be an
Interested Trustee 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 Trustee 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) (1969-2003). 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>

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

* Mr. Bailey is an Interested Trustee by virtue of his ownership of shares of
JCM's parent company.

OFFICERS OF THE TRUST

The Board has elected the following seven officers of the Trust, all of
whom are employees of JCM. The following table sets forth information concerning
each current officer of the Trust. If the Transaction is consummated, the
current officers of the Trust will resign or be replaced by those officers
elected by the new Trustees 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
- --------------------------- ------------------ -------------- ---------------------------

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>

If the Transaction is consummated, the following PIC personnel are proposed
to serve as officers of the Trust:

<Table>
<Caption>
POSITION(S) HELD
NAME, ADDRESS WITH PHOENIX FUNDS
AND DATE OF BIRTH AND LENGTH OF TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
- ----------------- ---------------------------- ---------------------------------------------

Daniel T. Geraci President since 2004. Executive Vice President, Asset Management,
56 Prospect Street The Phoenix Companies, Inc. (wealth
Hartford, CT 06115 management) (since 2003). President and Chief
DOB: 6/12/57 Executive Officer, Phoenix Investment
Partners, Ltd. (since 2003). President,
certain Funds within the Phoenix Fund Complex
(2004-present), President and Chief Executive
Officer of North American investment
operations, Pioneer Investment Management
USA, Inc. (2001-2003). President of Private
Wealth Management Group (2000-2001),
Executive Vice President of Distribution and
Marketing for U.S. institutional services
business (1998-2000) and Executive Vice
President of Distribution and Marketing for
Fidelity Canada (1996-1998), Fidelity
Investments.

George Aylward Executive Vice President Senior Vice President and Chief Executive
56 Prospect Street since 2004. Officer, Asset Management, The Phoenix
Hartford, CT 06115 Companies, Inc. (2004-present). Executive
DOB: 8/17/64 Vice President and Chief Operating Officer,
Phoenix Investment Partners, Ltd.
(2004-present). Vice President, Phoenix Life
Insurance Company (2002-2004). Vice
President, The Phoenix Companies, Inc.
(2001-2004). Assistant Controller, Phoenix
Investment Partners, Ltd. (1996-2001).

Francis G. Waltman Senior Vice President since Vice President, Chief Administrative Officer
56 Prospect Street 2004. (2003- present), Senior Vice President, Chief
Hartford, CT 06115 Administrative Officer, Private Client Group
DOB: 7/27/62 (1999- 2003), Phoenix Investment Partners,
Ltd. Senior Vice President, certain funds
within the Phoenix Fund Complex
(2004-present).

Nancy G. Curtiss Treasurer since 1996. Vice President, Fund Accounting (1994-2000),
56 Prospect Street Treasurer (1996-2000), Assistant Treasurer
Hartford, CT 06115 (2001- present), Phoenix Equity Planning
DOB: 11/24/52 Corporation. Vice President (2003-present),
Phoenix Investment Partners, Ltd. Treasurer
or Assistant Treasurer, certain funds within
the Phoenix Fund Complex (1994-present).
</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, as of April 1, 2005, the dollar range of
equity securities beneficially owned by each Trustee and nominee in the Funds
and the aggregate dollar range of equity securities beneficially owned by the
Trustees and nominees in any fund overseen or to be overseen by the Trustee or
nominee within the Janus family of funds (63 funds as of April 1, 2005) and the
Phoenix funds (70 funds as of April 1, 2005). Information regarding the number
of shares owned by each Trustee and nominee is attached as Exhibit D.

<Table>
<Caption>
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
FUNDS OVERSEEN OR TO
BE OVERSEEN BY
DOLLAR RANGE OF TRUSTEE/ NOMINEE IN
EQUITY SECURITIES IN FAMILY OF INVESTMENT
NAME OF NOMINEES/TRUSTEES THE FUNDS COMPANIES
- ------------------------- -------------------- --------------------

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

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

* Ms. Upton beneficially owns a dollar range of $10,001-$50,000 equity
securities in other funds in the Janus family of funds for which she does not
serve as a Trustee.

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 an annual
retainer plus a fee for each regular in-person meeting of the Trustees attended
and a fee 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 FUND COMPLEX(1)
---------------------- ----------------------------

James T. Rothe........................... $50,000 $333,500
Samuel Boyd, Jr. ........................ $50,000 $ 50,000
Arthur F. Lerner......................... $50,000 $ 50,000
Dennis B. Mullen......................... $50,000 $465,324(2)
Maureen T. Upton......................... $50,000 $ 50,000
</Table>

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

(1) For Mr. Rothe and Mr. Mullen, includes compensation for service on the
boards of four Janus trusts comprised of 63 fund portfolios. For Mr. Boyd,
Mr. Lerner and Ms. Upton, includes compensation for service on the board of
one Janus trust comprised of 2 fund portfolios.

(2) Includes additional compensation paid for service as Independent Chairman of
the Board of three Janus trusts.

GENERAL INFORMATION REGARDING THE BOARD OF TRUSTEES

The Trust is governed by a Board of Trustees, which is responsible for
major decisions relating to each Fund's objective, policies and techniques. The
Trustees also supervise the operation of the Funds by officers of the Funds and
review the investment decisions of JCM, although they do not actively
participate on a regular basis in making such decisions. The Trustees meet
periodically throughout the year to oversee the Trust's activities, review Fund
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 of the Trustees held during the fiscal year ended February 28,
2005. Each Trustee attended at least 75% of the meetings during the fiscal year.
Since annual shareholder meetings are not required by open-end funds, there is
no policy requiring Trustee attendance at such meetings.

COMMITTEES OF THE BOARD OF TRUSTEES

The Board has four standing committees that 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 committees follows:

<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.
controls over financial Arthur F. Lerner
reporting and the audit
process. 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.
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 compliance
with, the Trust's
Governance Procedures
and Guidelines.
PRICING COMMITTEE Determines a fair value Arthur F. Lerner 5
of securities for which (Chairman)
market quotations are Samuel Boyd, Jr.
not readily available Maureen T. Upton
or are deemed not to be
reliable, pursuant to
procedures adopted by
the Trustees.
</Table>

NOMINATING AND GOVERNANCE COMMITTEE

The Nominating and Governance Committee ("Committee"), comprised of only
Disinterested Trustees, has adopted a written charter that delineates its duties
and powers. A copy of the Nominating and Governance Committee Charter is
attached to this Proxy Statement as Exhibit C. The Committee is responsible for
identifying and nominating candidates for appointment as Trustees of the Trust
and will consider nominees to the Board of Trustees recommended by shareholders.
Shareholders of a Fund may submit names of potential

candidates for consideration by the Committee by submitting their
recommendations to the Trust's Secretary, at the address of the principal
executive office of the Trust, in accordance with procedures adopted by the
Committee. A copy of such procedures is attached as Appendix 1 to the Nominating
and Governance Committee Charter attached to this Proxy Statement as Exhibit C.

For any candidate of the Board of Trustees nominated by the Committee, the
principal criterion for selection of candidates is their ability to contribute
to the overall functioning of the Board and to carry out the responsibilities of
the Trustees. In addition, in considering a potential candidate's qualifications
to serve as a Trustee of the Trust, the Committee may take into account a wide
variety of criteria, including, but not limited to: (i) knowledge of the
investment company industry, (ii) relevant experience, (iii) educational
background, (iv) reputation for high ethical standards and personal and
professional integrity, (v) financial, technical or other expertise, (vi) time
commitment for the performance of duties of a Trustee, (vii) stature
commensurate with the responsibility of representing Fund shareholders, and
(viii) if the candidate is for a Disinterested Trustee, that the person
qualifies as Disinterested.

The Committee may use any process it deems appropriate for the purpose of
evaluating candidates for Trustee, which process may include, without
limitation, personal interviews, background checks, written submissions by the
candidates and third party references. There is no difference in the manner by
which the Committee will evaluate nominees when the nominee is submitted by a
Fund shareholder.

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.

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 as to either Fund requires the
affirmative vote of a majority of the outstanding voting securities of the Fund
with all share classes voting together with respect to the Fund. Under the 1940
Act, a majority of a Fund's outstanding voting securities is defined as the
lesser of (1) 67% of the outstanding shares present at a meeting at which more
than 50% of the Fund's outstanding voting securities 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 either Fund, JCM would continue as adviser of each Fund
under the terms of the Current Advisory Agreements until the expiration of such
agreements and the current Board would consider options available to the Funds.

THE CURRENT ADVISORY AGREEMENTS

Each Fund has a Current 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 JCM, 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 and
Chief Financial Officer; Jesper

Nergaard, Vice President of Investment Accounting; Robin C. Beery, Executive
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. Janus Distributors and Janus
Services, affiliates of JCM, are each located at the address shown above for
JCM.

Each Current Advisory Agreement provides that JCM will have overall
supervisory responsibility for the investment program of the Fund, provide
office space for the Fund, and pay the salaries, fees and expenses of the Funds'
officers and of those Trustees who are interested persons of 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. JCM is also compensated by the Funds for performing certain
administrative services pursuant to an Administrative Services Agreement
described on page 6 herein.

From their own assets, JCM or its 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 also
pay for or sponsor informational meetings for financial intermediaries.

The Funds pay custodian and transfer agency 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 (other than the Meeting)
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.

Each Fund compensates JCM for its services provided pursuant to the Current
Advisory Agreement by the monthly payment of a fee at the following annual rates
as a percentage of its average daily net asset value:

<Table>
<Caption>
FOCUSED INTERNATIONAL
VALUE FUND EQUITY FUND
---------- -------------

First $100 Million.......................................... 0.96% 0.99%
Increment from $100 Million to $300 Million................. 0.85% 0.85%
Increment over $300 Million................................. 0.75% 0.75%
</Table>

JCM has agreed by contract, until September 30, 2005, to waive its 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 percentage of the Funds' average
daily net asset value:

<Table>

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

Although JCM is entitled to recoup such reimbursement or fee reduction from
a Fund during the Fund's first three years of operations to the extent that the
Fund's annual expenses subject to such limit would otherwise be below that
limit, JCM has agreed to waive its right of reimbursement upon termination of
the Current Advisory Agreements.

The following table summarizes the advisory fees paid by the Funds before
waivers and the amounts waived, including 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... $791,194 $541,492 $122,552 $104,703 $156,416 $ 0
International Equity
Fund............... $420,534 $332,707 $ 49,056 $ 49,056(1) $ 57,840 $88
</Table>

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

(1) In addition to waiving all of its advisory fee, JCM also reimbursed the Fund
for other expenses that exceeded its expense limit.

The following table summarizes the pro forma advisory fees that would have
been paid under the New Advisory Agreement before waivers and the amounts that
would have been waived, including 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... $618,120 $494,496 $95,743 $90,637 $129,422 --
International Equity
Fund............... $361,065 $318,586 $42,119 $42,119(1) $ 48,850 --
</Table>

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

(1) In addition to waiving all of its advisory fee, PIC would have reimbursed
the Fund for other expenses that exceeded its expense limit.

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 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 Agreement for each Fund will be terminated upon shareholder approval
and execution of the New Advisory Agreement. The Current Advisory Agreements
were last submitted to a vote of shareholders on September 19, 2003 as part of a
reorganization of series of Vontobel Funds, Inc. into the corresponding series
of the Trust.

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. PIC is a
wholly-owned subsidiary of PEPCO, a subsidiary of Phoenix Investment Partners,
Ltd. ("PXP"), which is a wholly-owned subsidiary of The Phoenix Companies, Inc.
("PNX") of Hartford, Connecticut. 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 investment companies with a total
of 37 mutual funds and as adviser to other 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, that fund had $67.7 million in net
assets. The management fee for the fund is at the annual rate of 0.75% of
average daily net assets, and for the year ended November 30, 2004, the total
annual fund operating expenses for Class A Shares were 1.83%; and for Class C
Shares were 2.58%. There are no fee 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, that
fund had $32 million in assets. The management fee for the fund is at the annual
rate of 0.75% of average daily net assets, and the total annual fund operating
expenses as of October 21, 2004, after waivers, for Class A Shares were 1.25%;
and for Class C Shares were 2.00%. Without waivers, the total annual fund
operating expenses would have been 4.71% for Class A Shares; and 5.46% for Class
C Shares. 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 $43 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 those
of 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 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 as to either Fund 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 based on 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
Focused Value Fund's average daily net assets and 0.85% of International Equity
Fund's daily net assets. PIC has agreed with the Funds to continue the existing
fee limits for each Fund until March 31, 2006 as shown in the tables on pages 3
and 4 under the proposed structure. In addition, PIC has agreed with Vontobel
and the Funds to waive, for three years from the effective date of the proposed
New Advisory Agreement, a portion of its management fee, subject to a recoupment
provision. Following March 31, 2006, the total expenses after waivers for the
Funds are estimated to be 1.25% and 2.00% of the average daily net assets of
Class A Shares and Class C Shares, respectively, of Focused Value Fund, and
1.35% and 2.10% of the average daily net assets of Class A Shares and Class C
Shares, respectively, of International Equity Fund. This change in total
expenses after waiver will cause shareholders in Class A Shares and Class C
Shares 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 Class A Shares and Class C Shares as of March 31,
2006 could be lower than the total expenses shown in the tables on pages 3 and 4
under the proposed structure.

In addition to the advisory fee, similar to fees paid by each Fund under
the Current Advisory Agreement, expenses that would be paid by the Funds under
the New Advisory Agreement include: fees of Trustees who are not affiliated with
the investment adviser, 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.

If the Transaction is completed, in addition to paying the advisory fee to
PIC, the Funds will also pay an administrative services fee to PEPCO as
financial agent of the Trust. Fees payable to PEPCO by the Funds are described
on pages 6 and 7 of this Proxy Statement.

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 from each of
those parties and reviewed 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; (j) the competitive
market for mutual funds in different distribution channels; and (k) the
financial condition of affiliates of PIC over a three-year period ended December
31, 2004.

After consideration of the factors and information referred to above, the
Trustees reached several 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 of PIC and its affiliates in providing to the
Phoenix funds general administrative 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 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 and the right of holders of those shares to purchase additional
Class A Shares without a sales load.

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 as to either Fund requires the
affirmative Majority Vote of the Fund with all share classes voting together
with respect to the Fund. If the New Subadvisory Agreement is not approved by
the shareholders of either Fund, Vontobel would continue as subadviser to the
Funds under the terms of the current Investment Subadvisory Agreements until the
expiration of such agreements, 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, as amended. Vontobel is a wholly-owned subsidiary of
Vontobel Holding AG, Todistrasse 27, CH-8022 Zurich, Switzerland, a Swiss bank
holding company which is traded on the Swiss Stock Exchange. The Vontobel
family, through different investment vehicles, owns approximately 40% of
Vontobel Holding AG. 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
each principal executive officer is the officer's position with Vontobel.

The Current Subadvisory Agreement for each Fund between Vontobel and JCM
obligate Vontobel to: (i) make investment decisions on behalf of the Fund; (ii)
place all orders for the purchase and sale of investments for the Fund 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 each
Fund by JCM at the following annual rates as a percentage of the Fund's average
daily net asset value:

<Table>

FOCUSED VALUE FUND
First $100 Million........................................ 0.740%
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%
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 September 19, 2003, as part of
a reorganization of series of Vontobel Funds, Inc. into the corresponding series
of the Trust. 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. Each Current Subadvisory
Agreement will be terminated upon shareholder approval and execution of the New
Advisory Agreement and New Subadvisory Agreement.

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. That 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. The Current Subadvisory Agreements are
proposed to be terminated by mutual agreement between JCM and Vontobel, waiving
any payment of liquidated damages related to such termination. 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 that agreement would be made by JCM and
not by either of the Funds.

Vontobel acts as subadviser for 2 other U.S. registered mutual funds, as
well as a Luxembourg Investment Fund, and 15 offshore funds, 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 subadviser to one fund
that is similarly managed to International Equity Fund -- Penn Series
International Equity Fund ("Penn fund"). For providing subadvisory services to
Penn fund, Vontobel receives, on a monthly basis, a subadvisory fee based on
such fund's average daily net assets at the annual rate of 0.50%. Penn fund had
approximately $165.5 million in net assets as of December 31, 2004.

THE NEW SUBADVISORY AGREEMENT

The terms of the New Subadvisory Agreement are substantially similar to
those of the Current Subadvisory Agreements. However, the fees paid to Vontobel
by PIC under the New Subadvisory Agreement with respect to each Fund would be at
the following annual rates as a percentage of the Fund's average daily net asset
value:

<Table>
<Caption>
FOCUSED INTERNATIONAL
VALUE FUND EQUITY FUND
---------- -------------

First $50 Million........................................... 0.70% 0.80%
Over $50 Million............................................ 0.375% 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
-------------------- ------------------- --------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA ACTUAL PRO FORMA
-------- --------- ------- --------- -------- ---------

Focused Value Fund........ $609,879 $471,560 $94,467 $74,511 $127,696 $100,327
International Equity
Fund.................... $173,311 $339,826 $20,217 $39,641 $ 23,448 $ 45,977
</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 terminated the New Subadvisory
Agreement for any other reason, PIC would be liable to Vontobel in the amount of
$1.75 million. In addition, PIC and Vontobel have agreed that should Vontobel be
removed without cause as subadviser to either series of the Trust within three
years, Vontobel will receive a payment from Phoenix of $1.75 million.

Furthermore, Vontobel has reserved the right to require PIC to submit and
recommend to the Phoenix funds' board of trustees a proposal jointly crafted by
Vontobel and PIC to reorganize International Equity Fund and Focused Value Fund
into one or more investment companies or funds that will utilize the services of
Vontobel as sole adviser or subadviser if PIC fails to gather additional assets
for Vontobel in the associated time periods:

<Table>

12 months after the closing................................. $100 million
24 months after the closing................................. $200 million
36 months after the closing................................. $300 million
</Table>

provided, however, that the asset targets listed above shall be reduced by
twenty-five percent (25%) for any period in which one or both Funds' three-year
performance is in the bottom half of its peer group, and fifty percent (50%) for
any period in which one or both Funds' three-year performance is 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 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 several 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 SUBADVISERS OR TO MODIFY
SUBADVISORY 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 that would be necessary in the event of any change in
subadvisers. THE BOARD, INCLUDING ALL OF THE DISINTERESTED TRUSTEES, UNANIMOUSLY
RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL.

DESCRIPTION OF EXEMPTIVE RELIEF

One of the duties of an investment adviser is to recommend (subject to
oversight by the Board) to a Board, if conditions warrant, the reallocation of
assets managed by a subadviser or to recommend a subadviser's hiring,
termination or replacement, if the adviser 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, be permitted to
enter into, terminate, or modify subadvisory agreements on behalf of a Fund
without obtaining a Majority Vote of the shareholders of the Fund.

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 that relief can be applied to either Fund, the Fund's 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, with the prior approval of the Trustees, PIC will have the right to hire,
terminate or replace subadvisers without shareholder approval, including,
without limitation, the replacement or reinstatement of any

subadviser with respect to which a subadvisory agreement has automatically
terminated as a result of an assignment. PIC will continue to have the ultimate
responsibility to oversee the subadvisers and recommend their hiring,
termination, and replacement.

Even if the Funds' shareholders approve this arrangement, any new
subadvisers engaged or terminated or any change in a subadvisory agreement will
still require approval of the Trustees, including a majority of the
Disinterested Trustees. In order to approve a new subadviser for a Fund, the
Trustees would analyze the factors they deem relevant, including the nature,
quality and scope of services provided by subadvisers to investment companies
comparable to the Fund. The Trustees would review the ability of the subadviser
to provide services to the 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 would
review the subadvisers' investment performance with respect to accounts deemed
comparable. Finally, the Trustees would consider other factors deemed relevant
to the subadvisers' performance as an investment adviser. The Board 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
a subadvisory agreement, shareholders of a Fund would continue to have the right
to terminate a subadvisory agreement for the Fund at any time by a vote of a
majority of the outstanding voting securities of the Fund.

SHARE OWNERSHIP INFORMATION

As of the Record Date, the following table lists those shareholders known
to own beneficially 5% or more of the outstanding shares of any class of shares
of either Fund.

<Table>
<Caption>
NAME AND ADDRESS NUMBER OF PERCENTAGE
NAME OF FUND AND CLASS OF BENEFICIAL OWNER SHARES OF CLASS
- ---------------------- ------------------- --------- ----------

Focused Value Fund -- Investor
Shares.......................... Charles Schwab & Co. Inc. 957,095 28.38%
101 Montgomery Street
San Francisco, CA 94104-4122
Bank J Vontobel AG 395,447 11.73%
Bahnhofstrasse #3
CH-8022
Zurich, Switzerland
National Financial Services Co. 350,716 10.40%
PO Box 3908
Church Street Station
New York, NY 10008-3908
Focused Value Fund -- Class I
Shares.......................... Morgan Stanley Dean Witter 14,138 7.58%
3 Harborside Place -- 6th Floor
Jersey City, NJ 07311-3907
Focused Value Fund -- Class A
Shares.......................... Citigroup Global Markets Inc. 64,618 26.55%
333 West 34th Street -- 3rd Floor
New York, NY 10001-2402
Pershing LLC 47,427 19.48%
PO Box 2052
Jersey City, NJ 07303-2052
Reliance Trust Co. 31,545 12.96%
PO Box 48529
Atlanta, GA 30362-1529
Morgan Stanley Dean Witter 16,002 6.57%
3 Harborside Place -- 6th Floor
Jersey City, NJ 07311-3907
</Table>

<Table>
<Caption>
NAME AND ADDRESS NUMBER OF PERCENTAGE
NAME OF FUND AND CLASS OF BENEFICIAL OWNER SHARES OF CLASS
- ---------------------- ------------------- --------- ----------

Focused Value Fund -- Class C
Shares.......................... Raymond James & Associates Inc. 25,973 14.82%
880 Carillon Parkway
St. Petersburg, FL 33716-1100
Pershing LLC 15,369 8.77%
PO Box 2052
Jersey City, NJ 07303-2052
Pershing LLC 14,716 8.39%
PO Box 2052
Jersey City, NJ 07303-2052
Raymond James & Associates Inc. 12,478 7.12%
880 Carillon Parkway
St. Petersburg, FL 33716-1100
International Equity
Fund -- Investor Shares......... Charles Schwab & Co. Inc. 1,210,393 22.18%
101 Montgomery Street
San Francisco, CA 94104-4122
International Equity Fund -- Class
I Shares........................ Sema & Co. 15,545 17.23%
12 E. 49th Street -- 41st Floor
New York, NY 10017-8298
Merrill Lynch 10,782 11.95%
9800 Deer Lake Drive East
Jacksonville, FL 32246
Wells Fargo Bank NA 10,037 11.12%
PO Box 1533
Minneapolis, MN 55480-1533
Pershing LLC 6,851 7.59%
PO Box 2052
Jersey City, NJ 07303-2052
Wells Fargo Bank NA 6,003 6.65%
PO Box 1533
Minneapolis, MN 55480-1533
International Equity Fund -- Class
A Shares........................ Reliance Trust Co. 66,260 44.18%
PO Box 48529
Atlanta, GA 30362-1529
Merrill Lynch Pierce Fenner & 40,587 27.06%
Smith Inc.
4800 Deer Lake Drive East -- 3rd
Floor
Jacksonville, FL 32246-6484
International Equity Fund -- Class
C Shares........................ Merrill Lynch Pierce Fenner & 1,289 63.05%
Smith Inc.
4800 Deer Lake Drive East -- 3rd
Floor
Jacksonville, FL 32246-6484
Janus Capital Management LLC 756 36.95%*
151 Detroit Street
Denver, CO 80206
</Table>

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

* This ownership represents seed capital that JCM provided for the Fund.

To the knowledge of the Funds, except for Janus Capital's ownership, no
person beneficially owns 25% or more of a class of shares of either Fund.
Entities shown herein that own 25% or more of a class of a Fund, unless
otherwise indicated, are not the beneficial owners of such shares.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Based on the Audit Committee's recommendation, the Board, including all of
the Disinterested Trustees, selected PricewaterhouseCoopers LLP ("PWC") as the
independent registered public accounting firm for the Trust during the Trust's
current fiscal year. In accordance with Independence Standards Board Standard
No. 1 (ISB No. 1), PWC has confirmed to the Trust's Audit Committee that it is
an independent registered accounting firm with respect to the Funds. A
representative from PWC will be available during the Meeting by telephone to
answer appropriate questions concerning the Trust's financial statements and
will have an opportunity to make a statement if he or she chooses to do so.

As the independent registered public accounting firm for the Trust, PWC
performs 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 provides other audit-related, non-audit and
tax-related services to the Funds.

The Trust's Audit Committee must pre-approve all audit and non-audit
services provided by its independent registered public accounting firm for the
Funds. The Trust's Audit Committee has adopted policies and procedures to, among
other purposes, provide a framework for the Audit Committee's consideration of
non-audit services by the independent registered public accounting firm that
audits the Funds. The policies and procedures require that any audit and
non-audit service provided to the Funds by such independent registered public
accounting firm and any non-audit service provided by such independent
registered public accounting firm to the Funds' investment adviser and entities
controlling, controlled by, or under common control with the Funds' investment
adviser that provide ongoing services to the Funds (collectively, "Fund Service
Providers") that relate directly to the operations and financial reporting of a
Fund ("Covered Services") are subject to approval by the Audit Committee before
such service is provided. The Chairperson of the Audit Committee (or, in his
absence, any Audit Committee member) may grant such pre-approval as delegated by
the Audit Committee and report the pre-approval to the Audit Committee no later
than its next meeting.

Pre-approval of non-audit services provided by the independent registered
public accounting firm to the Trust and Fund Service Providers is not required
if: (a) the services were not recognized by management at the time of the
engagement as non-audit services; (b) for non-audit services provided to the
Trust -- the aggregate fees paid for all such non-audit services provided to the
Trust are no more than 5% of the total fees paid by the Trust to the independent
auditor during the fiscal year in which the non-audit services are provided; (c)
for non-audit services provided to Fund Service Providers -- the aggregate fees
for all such non-audit services provided are no more than 5% of the total fees
paid by the Trust and Fund Service Providers during the fiscal year of the Trust
in which the non-audit services are provided; and (d) such services are promptly
brought to the attention of the Audit Committee by management and the Audit
Committee or its delegate approves them prior to the completion of the audit
(the "de minimis exception").

The Trust's Audit Committee has considered whether the non-audit services
it did not pre-approve that were rendered by PWC to any Fund Service Provider
are compatible with maintaining PWC's independence in auditing the Funds, taking
into account representations from PWC, in accordance with ISB No. 1, regarding
its independence from the Funds and their related entities. There were no
non-audit services provided to JCM by PWC that were not pre-approved by the
Audit Committee.

Audit Fees. For each of the fiscal year ended February 28, 2005, and the
fiscal periods ended February 29, 2004 and December 31, 2003, the aggregate
Audit Fees billed by PWC for professional services rendered for the audits of
the financial statements, or services that are normally provided by PWC in
connection with statutory and regulatory filings or engagements for the fiscal
year/periods, for the Trust are shown in the table below.

<Table>
<Caption>
2005(A) 2004(A)(B)(D) 2003(A)(C)(D)
------- ------------- -------------

$36,923 $13,000 $28,500
</Table>

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

(A) Aggregate amounts may reflect rounding.

(B) Data is shown for the January 1, 2004 through February 29, 2004 period.

(D) Pursuant to a reorganization effective October 13, 2003 whereby assets of
Vontobel U.S. Value Fund and Vontobel International Equity Fund, series of
Vontobel Funds, Inc., transferred into Focused Value Fund and International
Equity Fund, respectively, the Funds' fiscal year was changed from December
31 to the last day of February.

Audit-Related Fees. For each of the fiscal year ended February 28, 2005,
and the fiscal periods ended February 29, 2004 and December 31, 2003, there were
no Audit-Related Fees billed by PWC for services rendered for assurance and
related services to the Funds that are reasonably related to the performance of
the audit or review of the Fund's financial statements, but not reported as
Audit Fees.

In each of the fiscal year ended February 28, 2005, and the fiscal periods
ended February 29, 2004 and December 31, 2003, the aggregate Audit-Related Fees
that were billed by PWC that were required to be approved by the Audit Committee
for services rendered on behalf of the Fund Service Providers for assurance and
related services that relate directly to the operations and financial reporting
of the Funds that are reasonably related to the performance of the audit or
review of the Funds' financial statements, but not reported as Audit Fees, are
shown in the table below.

<Table>
<Caption>
BILLED BY 2005(A) 2004(A)(B)(D) 2003(A)(C)(D)
- --------- -------- ------------- -------------

PWC $112,250 $0 $228,395
</Table>

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

(A) Aggregate amounts may reflect rounding.

(B) Data is shown for the January 1, 2004 through February 29, 2004 period.

Fees included in the audit-related category comprise assurance and related
services (e.g., due diligence services) that are traditionally performed by the
independent registered public accounting firm. These audit-related services
include due diligence related to accounting consultations and audits in
connection with internal control reviews, attest services that are not required
by statute or regulation and consultation concerning financial accounting and
reporting standards.

There were no amounts that were approved by the Audit Committee pursuant to
the de minimis exception for the fiscal year ended February 28, 2005, and the
fiscal periods ended February 29, 2004 and December 31, 2003, on behalf of each
Fund. There were no amounts that were required to be approved by the Audit
Committee pursuant to the de minimis exception for the fiscal year ended
February 28, 2005, and the fiscal periods ended February 29, 2004 and December
31, 2003, on behalf of the Fund Service Providers that relate directly to the
operations and financial reporting of each Fund.

Tax Fees. For each of the fiscal year ended February 28, 2005, and the
fiscal periods ended February 29, 2004 and December 31, 2003, the aggregate Tax
Fees billed by PWC for professional services rendered for tax compliance, tax
advice, and tax planning for the Funds is shown in the table below.

<Table>
<Caption>
2005(A) 2004(A)(B)(D) 2003(A)(C)(D)
------- ------------- -------------

$9,173 $2,000 $0
</Table>

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

(A) Aggregate amounts may reflect rounding.

(B) Data is shown for the January 1, 2004 through February 29, 2004 period.

For each of the fiscal year ended February 28, 2005, and the fiscal periods
ended February 29, 2004 and December 31, 2003, the aggregate Tax Fees billed by
PWC that were required to be approved by the Audit Committee for professional
services rendered on behalf of the Fund Service Providers for tax compliance,
tax advice, and tax planning that relate directly to the operations and
financial reporting of the Funds is shown in the table below.

<Table>
<Caption>
BILLED BY 2005(A) 2004(A)(B)(D) 2003(A)(C)(D)
- --------- ------- ------------- -------------

PWC $14,575 $25,360 $23,215
</Table>

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

(A) Aggregate amounts may reflect rounding.

(B) Data is shown for the January 1, 2004 through February 29, 2004 period.

Fees included in the Tax Fees category comprise all services performed by
professional staff in PWC's tax division except those services related to the
audit. Typically, this category would include fees for tax compliance, tax
planning, and tax advice. Tax compliance, tax advice, and tax planning services
include preparation of original and amended tax returns, claims for refund and
tax payment-planning services, assistance with tax audits and appeals, and
requests for rulings or technical advice from taxing authorities.

All Other Fees. For each of the fiscal year ended February 28, 2005, and
the fiscal periods ended February 29, 2004 and December 31, 2003, there were no
Other Fees billed by PWC for all other non-audit services rendered to the Funds.

For each of the fiscal year ended February 28, 2005, and the fiscal periods
ended February 29, 2004 and December 31, 2003, there were no Other Fees billed
by PWC that were required to be approved by the Audit Committee for all other
non-audit services rendered on behalf of the Fund Service Providers that relate
directly to the operations and financial reporting of the Funds.

There were no amounts that were approved by the Audit Committee pursuant to
the de minimis exception for the fiscal year ended February 28, 2005, and the
fiscal periods ended February 29, 2004 and

December 31, 2003, on behalf of each Fund. There were no amounts that were
required to be approved by the Audit Committee pursuant to the de minimis
exception for the fiscal year ended February 28, 2005, and the fiscal periods
ended February 29, 2004 and December 31, 2003, on behalf of the Fund Service
Providers that relate directly to the operations and financial reporting of each
Fund.

For the fiscal year ended February 28, 2005, and the fiscal periods ended
February 29, 2004 and December 31, 2003, the aggregate fees billed by PWC were
$84,000, $0 and $119,000 for non-audit services rendered on behalf of the Funds,
JCM and Fund Service Providers relating to Covered Services.

PORTFOLIO TRANSACTIONS

The Funds do not allocate portfolio brokerage on the basis of the sale of
Fund shares, although brokerage firms whose customers purchase shares of the
Funds may execute transactions for the Funds and receive brokerage commissions.
For the last fiscal year, the Funds had no affiliated brokerage transactions.

LEGAL MATTERS

Information regarding material pending legal proceedings involving JCM is
attached to this Proxy Statement as Exhibit E.

SHAREHOLDER PROPOSALS FOR SUBSEQUENT MEETINGS

Shareholders wishing to submit proposals for inclusion in a proxy statement
for a shareholder meeting subsequent to the Meeting, if any, should send their
written proposals to the Secretary of the Trust at the address for the Trust
shown at the beginning of this Proxy Statement, within a reasonable time before
the solicitation of proxies for such meeting. The timely submission of a
proposal does not guarantee its inclusion.

OTHER BUSINESS

The Board of Trustees knows of no other business to be brought before the
Meeting. Should any other matters requiring a vote of shareholders arise, the
proxy in the accompanying form will confer upon the person or persons entitled
to vote the shares represented by such proxy the discretionary authority to vote
the shares as to any other matters in accordance with their best judgment in the
interest of the Trust and/or Fund.

PLEASE COMPLETE THE ENCLOSED PROXY CARD(S) AND RETURN THE CARD(S) BY MAY
16, 2005 IN THE ENCLOSED SELF-ADDRESSED, POSTAGE-PAID ENVELOPE.

By order of the Board of Trustees

/s/ Kelley Abbott Howes

Kelley Abbott Howes
General Counsel, Vice-President
and Secretary

EXHIBIT A
FORM OF ADVISORY AGREEMENT

THIS AGREEMENT effective as of the day of , 2005 (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 , 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 Adviser 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 Adviser 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 Adviser with quarterly proxy
voting reports in such form as the Adviser 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

EXHIBIT C

JANUS ADVISER

NOMINATING AND GOVERNANCE COMMITTEE CHARTER

(ADOPTED MAY 9, 2003, AMENDED OCTOBER 13, 2003; AMENDED
APRIL 6, 2004; AMENDED AUGUST 2, 2004)

I. PURPOSE

The Nominating and Governance Committee (the "Committee") is a committee of
the Board of Trustees ("Trustees") of Janus Adviser (the "Trust"). Its primary
functions are to:

- identify and recommend individuals for Trustee membership;

- consult with management in planning Trustee meetings; and

- oversee the administration of, and ensure compliance with, the Governance
Procedures and Guidelines (the "Procedures and Guidelines") adopted by
the Trust as in effect from time to time.

II. COMPOSITION

The Committee shall be comprised of three or more Independent Trustees, who
shall be designated by a majority vote of the Trustees. Independent Trustees are
those Trustees of the Trust who are not "interested persons" of the Trust, as
defined by the Investment Company Act of 1940, as amended (the "1940 Act") and
who meet the standards for independence set forth in the Procedures and
Guidelines.

The members and Chairman of the Committee shall be elected by the Trustees
annually and serve until their respective successors shall be duly elected and
qualified.

III. MEETINGS

The Committee shall meet four times annually, or more frequently as
circumstances dictate. Special meetings (including telephone meetings) may be
called by the Chairman or a majority of the members of the Committee upon
reasonable notice to the other members of the Committee. The presence in person
or by telephone of a majority of the number of Committee members shall
constitute a quorum at any meeting. If a quorum is not present, the member(s) of
the Committee who is/are present may select any other Independent Trustee(s) to
serve on the Committee for such meeting to constitute a quorum. The Committee
may ask management and representatives of the Trust's servicing agents to attend
meetings and provide pertinent information as appropriate.

IV. RESPONSIBILITIES AND DUTIES

In performing its duties, the Committee will maintain effective working
relationships with the Trustees and management. To effectively perform his or
her role, each Committee member will obtain an understanding of the detailed
responsibilities of Committee membership. Each Committee member will also
achieve an understanding of the Trust's separation of duties and
responsibilities among the investment adviser, sub-investment advisers,
custodian, transfer agent, fund accounting function and principal accounting
officer, and the risks associated with such responsibilities. The duties and
responsibilities of a Committee member shall be in addition to his or her duties
as a Trustee and include responsibility to prepare for, attend, and actively
participate in Committee meetings. This may require members to undertake
training related to their responsibilities.

C-1

A. TRUSTEE NOMINATIONS, ELECTIONS, AND TRAINING

The Committee shall:

1. Identify and nominate candidates for appointment as Trustees of the
Trust. The principal criterion for selection of candidates is their ability
to contribute to the overall functioning of the Board and to carry out the
responsibilities of the Trustees. The Trustees, collectively, should
represent a broad cross section of backgrounds, functional disciplines, and
experience. In addition, in considering a potential candidate's
qualifications to serve as a Trustee of the Trust, the Committee may take
into account a wide variety of criteria, including, but not limited to:

(a) The candidate's knowledge in matters related to the investment
company industry;

(b) The candidate's relevant experience, including as a director or
senior officer of public or private companies, or service as a
director/trustee of a registered investment company;

(d) The candidate's reputation for high ethical standards and
personal and professional integrity;

(e) Any specific financial, technical or other expertise possessed
by the candidate, and the extent to which such expertise would
complement the Trustees' existing mix of skills and qualifications;

(f) The candidate's willingness to serve, and willingness and
ability to commit the time necessary for the performance of the duties
of a Trustee, including high attendance at regular and special meetings
and participation in committee activities as needed;

(g) The candidate must exhibit stature commensurate with the
responsibility of representing Fund shareholders;

(h) If the nomination is for an "independent" trustee, the
candidate must not be considered an "interested" person of the Fund,
Janus Capital Management LLC ("Janus Capital") or any sub-adviser to a
Fund, as defined under the 1940 Act;

(i) The candidate must otherwise be qualified under applicable laws
and regulations to serve as a trustee of the Trust; and

(j) Such other criteria as the Committee determines to be relevant
in light of the existing composition of the Board, number of Board
members and any anticipated vacancies or other factors.

Although Janus Capital, current Trustees, current shareholders of a Fund
and any other person or entity that may be deemed necessary or desirable
by the Committee, may submit to the Committee suggested candidates for
Trustees, neither the Committee nor the Independent Trustees as a group
shall consider those candidates on a preferential basis as opposed to
other possible candidates. Shareholders may submit the name of a
candidate for consideration by the Committee by submitting their
recommendations to the Trust's Secretary in accordance with the
Procedures for Consideration of Trustee Candidates Submitted by
Shareholders ("Shareholder Nomination Procedures") attached as Appendix
1. The Trust's Secretary will forward all such recommendations to the
Chairman of the Committee (or his designee) promptly upon receipt, and
for shareholder recommendations, in accordance with the Shareholder
Nomination Procedures.

The Committee may use any process it deems appropriate for the purpose
of evaluating candidates, which process may include, without limitation,
personal interviews, background checks, written submissions by the
candidates and third party references. There is no difference in the
manner by which the Committee will evaluate nominees when the nominee is
submitted by a shareholder.

The Committee reserves the right to make the final selection regarding
the nomination of any Trustee and to recommend such nomination to the
Independent Trustees.

C-2

2. Review periodically the composition and size of the Board of
Trustees to determine whether it may be appropriate to add individuals with
backgrounds or skill sets different from those of the current Trustees.

3. Oversee arrangements for orientation of new Independent Trustees,
continuing education for the Independent Trustees, and an annual evaluation
of the performance of the Independent Trustees in accordance with the
Procedures and Guidelines.

B. COMMITTEE NOMINATIONS AND FUNCTIONS

The Committee shall:

1. Identify and recommend individuals for membership on all
committees, recommend individuals to chair committees, and review committee
assignments at least annually.

2. Review as necessary the responsibilities of each committee, whether
there is a continuing need for each committee, whether there is a need for
additional committees, and whether committees should be combined or
reorganized.

C. GOVERNANCE OVERSIGHT

The Committee shall:

1. Oversee the governance processes and activities of the Trustees to
assure conformity to the Procedures and Guidelines.

2. Review annually the Procedures and Guidelines, and recommend
changes, if any, to the Trustees.

D. TRUSTEE MEETING PLANNING

The Committee shall consult with management in planning Trustee meetings
and may from time to time recommend agenda items, or request presentations from
particular service providers, consultants, or portfolio managers, either to the
Committee or the Trustees.

E. OTHER RESPONSIBILITIES AND DUTIES

The Committee shall:

1. Review annually the Independent Trustees' fees and determine
whether a reduction or increase in such fees is appropriate.

2. Monitor the performance of legal counsel employed by the Trust (if
any) and the Independent Trustees and be responsible for the supervision of
counsel to the Independent Trustees.

3. Oversee administration of the Trust's insurance program, including
the coverage afforded by any directors and officers liability insurance and
the Trust's compliance with Rules 17d-1 and 17g-1 of the 1940 Act.

4. Authorize and oversee investigations into any matters within the
Committee's scope of responsibilities. The Committee shall be empowered to
use Trust assets to retain independent counsel, consultants, and other
professionals to assist in the conduct of any investigation. Janus Capital
will report the use of Trust assets for such purpose quarterly to the
Trustees.

5. Review this Charter at least annually and recommend changes, if
any, to the Trustees.

6. Perform any other activities consistent with this Charter, the
Trust's Trust Instrument, by-laws, and governing law as the Committee or
the Trustees deem necessary or appropriate.

7. Maintain minutes of its meetings and report to the Trustees.

C-3

APPENDIX 1

JANUS ADVISER
(THE "TRUST," AND EACH
SERIES OF THE TRUST, A "FUND")

PROCEDURES FOR CONSIDERATION OF TRUSTEE CANDIDATES SUBMITTED
BY SHAREHOLDERS

(ADOPTED APRIL 6, 2004)

The Trust'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 these
Procedures.

A candidate for nomination as Trustee of the Trust submitted by a
shareholder will not be deemed to be properly submitted to the Committee for the
Committee's consideration unless the following qualifications have been met and
procedures followed:

1. A shareholder of a Fund who wishes to nominate a candidate for
election 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
offices of the Trust ("Shareholder Recommendation").

2. 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.

3. The Committee may require the Nominating Shareholder to furnish
such other information as it may reasonably require or deem necessary to
verify any information furnished pursuant to paragraph 2 above or to
determine the qualifications and eligibility of the candidate proposed by
the Nominating Shareholder to serve as a Trustee of the Trust. If the
Nominating Shareholder fails to provide such other information in writing
within seven days of receipt of written request from the Committee, the
recommendation of such candidate as a nominee will be deemed not properly
submitted for consideration, and the Committee is not required to consider
such candidate.

Unless otherwise specified by the Committee chairman (or his designee) or
by outside counsel to the independent Trustees, the Secretary of the Trust (or
her designee) will promptly forward all Shareholder Recommendations to the
Committee chairman (or his designee) and the outside counsel to the independent
Trustees of the Trust, indicating whether the Shareholder Recommendation has
been properly submitted pursuant to these Procedures.
C-4

Recommendations for candidates as Trustees will be evaluated, among other
things, in light of whether the number of Trustees is expected to change and
whether the Trustees expect any vacancies. When the Committee is not actively
recruiting new Trustees, Shareholder Recommendations will be kept on file until
active recruitment is under way.

C-5

EXHIBIT D

FUND SHARES OWNED BY TRUSTEES AND NOMINEES

The following table sets forth, for each Trustee and Nominee individually,
and for the Trustees and executive officers of the Trust as a group, the amount
of equity securities owned in each Fund as of April 1, 2005.

<Table>
<Caption>
NAME OF TRUSTEE/NOMINEE FOCUSED VALUE FUND INTERNATIONAL EQUITY FUND
- ----------------------- ------------------ -------------------------

DISINTERESTED TRUSTEES
James T. Rothe............................... 0 0
Samuel Boyd, Jr. ............................ 1,778.808 1,631.823
Arthur F. Lerner............................. 0 0
Dennis B. Mullen............................. 0 2,832.103
Maureen T. Upton............................. 0 0
INTERESTED TRUSTEE
Thomas H. Bailey............................. 0 0
DISINTERESTED NOMINEES
E. Virgil Conway............................. 0 0
Harry Dalzell-Payne.......................... 0 0
S. Leland Dill............................... 0 0
Francis E. Jeffries.......................... 0 0
Leroy Keith, Jr. ............................ 0 0
Geraldine M. McNamara........................ 0 0
Everett L. Morris............................ 0 0
James M. Oates............................... 0 0
Donald B. Romans............................. 0 0
Richard E. Segerson.......................... 0 0
Ferdinand L. J. Verdonck..................... 0 0
Lowell P. Weicker, Jr. ...................... 0 0
INTERESTED NOMINEES
Marilyn E. LaMarche.......................... 0 0
Philip R. McLoughlin......................... 0 0
TRUSTEES AND OFFICERS AS A GROUP............... 1,778.808 4,463.926
</Table>

D-1

EXHIBIT E

LEGAL MATTERS

The following is a summary of material pending legal proceedings involving
JCM, certain of its affiliates and certain Janus funds. Neither the Funds nor
the Board of Trustees of the Trust acting in such capacity are named as parties
to any of the proceedings discussed below.

In September 2003, the Securities and Exchange Commission ("SEC") and the
Office of the New York State Attorney General ("NYAG") publicly announced that
they were investigating trading practices in the mutual fund industry. The
investigations were prompted by the NYAG's settlement with a hedge fund, Canary
Capital, which allegedly engaged in irregular trading practices with certain
mutual fund companies. While JCM was not named as a defendant in the NYAG
complaint against the hedge fund, JCM was mentioned in the complaint as having
allowed Canary Capital to "market time" certain Janus funds. Market timing is an
investment technique involving frequent short-term trading of mutual fund shares
that is designed to exploit market movements or inefficiencies in the way mutual
fund companies price their shares. The NYAG complaint against Canary Capital
alleged that this practice was in contradiction to policies stated in
prospectuses for certain Janus funds. These allegations predate the start of
operations for the Trust, and accordingly, do not involve either of the Funds
described.

Subsequent to the announcements by the SEC and the NYAG, the Colorado
Attorney General ("COAG") and the Colorado Division of Securities announced that
they were each initiating investigations into JCM's mutual fund trading
practices. On August 18, 2004, JCM announced that it had reached final
settlements with the NYAG, the COAG, the Colorado Division of Securities and the
SEC related to such regulators' investigations into JCM's frequent trading
arrangements.

A number of civil lawsuits have also been brought against JCM and certain
of its affiliates, the Janus funds, and related entities and individuals based
on allegations similar to those contained in the NYAG complaint against Canary
Capital. Such lawsuits allege a variety of theories for recovery including, but
not limited to the federal securities laws, other federal statutes (including
ERISA) and various common law doctrines.

The "market timing" lawsuits were filed in a number of state and federal
jurisdictions. The Judicial Panel on Multidistrict Litigation has finally or
conditionally transferred all but one of these actions to the United States
District Court for the District of Maryland for coordinated proceedings. On
September 29, 2004, five consolidated amended complaints were filed in that
court. These complaints are the operative complaints in the coordinated
proceedings and, as a practical matter, supersede the previously filed
complaints. The five complaints include (i) claims by a putative class of
investors in the Janus funds asserting claims on behalf of the investor class,
(ii) derivative claims by investors in the Janus funds ostensibly on behalf of
the Janus funds, (iii) claims on behalf of participants in the Janus 401(k)
plan, (iv) claims brought on behalf of shareholders of Janus Capital Group Inc.
("JCGI") on a derivative basis against the Board of Directors of JCGI, and (v)
claims by a putative class of shareholders of JCGI asserting claims on behalf of
the shareholders. Each of the five complaints name JCGI and/or JCM as a
defendant. In addition, the following are named as defendants in one or more of
the actions: Janus Investment Fund, Janus Aspen Series, Janus Adviser Series,
Janus Distributors LLC, Enhanced Investment Technologies LLC, Bay Isle Financial
LLC, Perkins Wolf McDonnell and Company, the Advisory Committee of the Janus
401(k) plan, and the current or former directors of JCGI.

In addition to the "market timing" actions described above, two civil
lawsuits have been filed against JCM challenging the investment advisory fees
charged by JCM to certain Janus funds. These lawsuits are currently pending in
the U.S. District Court for the District of Colorado. On January 31, 2005, the
court entered an order granting a joint motion to consolidate the cases and the
consolidated amended complaint filed with the motion was deemed filed. The
consolidated amended complaint is the operative complaint in the coordinated
proceedings and, as a practical matter, supersedes the previously filed
complaints. The complaint asserts claims under Section 36(b) of the Investment
Company Act of 1940.

E-1

A lawsuit has also been filed against JCM and certain affiliates in the
U.S. District Court for the District of Colorado alleging that JCM failed to
ensure that certain Janus funds participated in securities class action
settlements for which the funds were eligible. The complaint asserts claims
under Sections 36(a), 36(b) and 47(b) of the Investment Company Act, breach of
fiduciary duty and negligence.

Additional lawsuits may be filed against certain of the Janus funds, JCM
and related parties in the future. JCM does not currently believe that these
pending actions will materially affect its ability to continue providing
services it has agreed to provide to the funds.

E-2

PROXY JANUS ADVISER PROXY

FOCUSED VALUE FUND
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
May 17, 2005

The undersigned shareholder(s) of Focused Value Fund (the "Fund"), of Janus
Adviser (the "Trust"), revoking previous proxies, hereby appoints Doreen Bonner,
Noreen O'Connell and R. Ann Spooner, or any one of them true and lawful
attorneys, each with full power of substitution, as my proxies to vote all
shares of the Fund which the undersigned is entitled to vote, at the Special
Meeting of Shareholders ("Special Meeting") 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
adjournment(s) or postponement(s) thereof as indicated on the reverse side. In
their discretion, the proxy holders named above are authorized to vote upon such
other matters as may properly come before the Special Meeting and any
adjournments or postponements thereof.

This instruction may be revoked at any time prior to its exercise at the Special
Meeting by execution of a subsequent proxy card, by written notice to the Fund's
Secretary or by voting in person at the Special Meeting.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSALS.

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED.

EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
VOTE TODAY!

If you have any questions about the proxy information or the execution of your
vote, please call 800-356-6162. Representatives are available Monday to
Friday from 10:00 am to 10:00 pm Eastern Time.

o PLEASE DETACH AT PERFORATION BEFORE MAILING o
- --------------------------------------------------------------------------------

FOCUSED VALUE FUND

Receipt of the notice of the Special Meeting and the accompanying proxy
statement is hereby acknowledged. THE SHARES REPRESENTED HEREBY WILL BE VOTED AS
INDICATED OR FOR THE PROPOSALS IF NO CHOICE IS INDICATED.

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

-----------------------------------------------------
Signature and Title, if applicable

-----------------------------------------------------
Signature(s) (if held jointly):

, 2005
-----------------------------------------------
Date

(continued from reverse side)

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

FOCUSED VALUE FUND

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

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.

PLEASE MARK BOXES
BELOW IN BLUE OR BLACK
INK AS FOLLOWS. Example: [X]

1. The election of fourteen Trustees.

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

[ ] FOR ALL [ ] WITHHOLD ALL [ ] FOR ALL EXCEPT
----------------------------
INSTRUCTION: To withhold
authority to vote for one or
more (but not all) nominees,
mark "FOR ALL EXCEPT" and
write the nominee number(s)
and/or name(s) on the line
above.

2. Approve a new Investment Advisory Agreement between Janus Adviser and
Phoenix Investment Counsel, Inc. ("PIC")

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Approve a new Subadvisory Agreement between PIC and Vontobel Asset
Management, Inc.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. Approve a proposal to permit PIC to hire and replace subadvisers or to
modify subadvisory agreements without shareholder approval.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.

PROXY JANUS ADVISER PROXY

INTERNATIONAL EQUITY FUND
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
May 17, 2005

The undersigned shareholder(s) of International Equity Fund (the "Fund"), of
Janus Adviser (the "Trust"), revoking previous proxies, hereby appoints Doreen
Bonner, Noreen O'Connell and R. Ann Spooner, or any one of them true and lawful
attorneys, each with full power of substitution, as my proxies to vote all
shares of the Fund which the undersigned is entitled to vote, at the Special
Meeting of Shareholders ("Special Meeting") 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
adjournment(s) or postponement(s) thereof as indicated on the reverse side. In
their discretion, the proxy holders named above are authorized to vote upon such
other matters as may properly come before the Special Meeting and any
adjournments or postponements thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSALS.

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED.

EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
VOTE TODAY!

If you have any questions about the proxy information or the execution of your
vote, please call 800-356-6162. Representatives are available Monday to
Friday from 10:00 am to 10:00 pm Eastern Time.

o PLEASE DETACH AT PERFORATION BEFORE MAILING o
- --------------------------------------------------------------------------------

INTERNATIONAL EQUITY FUND

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

--------------------------------------------
Signature and Title, if applicable

--------------------------------------------
Signature(s) (if held jointly):

, 2005
--------------------------------------
Date
(continued from reverse side)

INTERNATIONAL EQUITY FUND

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

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.

PLEASE MARK BOXES
BELOW IN BLUE OR BLACK [X]
INK AS FOLLOWS. Example:

1. The election of fourteen Trustees.

[ ] FOR ALL [ ] WITHHOLD ALL [ ] FOR ALL EXCEPT
-------------------------
INSTRUCTION: To withhold
authority to vote for one
or more (but not all)
nominees, mark "FOR ALL
EXCEPT" and write the
nominee number(s) and/or
name(s) on the line
above.

2. Approve a new Investment Advisory Agreement between Janus Adviser and
Phoenix Investment Counsel, Inc. ("PIC")
[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Approve a new Subadvisory Agreement between PIC and Vontobel Asset
Management, Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. Approve a proposal to permit PIC to hire and replace subadvisers or to
modify subadvisory agreements without shareholder approval.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.