ThZeal - The Zeal

PRE 14A 1 proxy_77889-pre14a.txt PROXY SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__) Filed by the Registrant |X| Filed by a Party other than the Registrant | | Check the appropriate box: |X| Preliminary Proxy Statement | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | Definitive Proxy Statement Definitive additional materials Soliciting material pursuant to Rule 14a-12 Phoenix Adviser Trust Registration Nos. 811-21371 and 333-106142 Phoenix Asset Trust (formerly Phoenix-Kayne Funds) Registration Nos. 811-07705 and 333-08045 Phoenix CA Tax-Exempt Bond Fund Registration Nos. 811-03714 and 002-83024 Phoenix Equity Series Fund Registration Nos. 811-08245 and 333-29043 Phoenix Equity Trust Registration Nos. 811-00945 and 333-118174 Phoenix Institutional Mutual Funds Registration Nos. 811-09140 and 033-80057 Phoenix Investment Series Fund Registration Nos. 811-04725 and 033-06930 Phoenix Investment Trust 97 Registration Nos. 811-08343 and 333-34537 Phoenix Investment Trust 06 (formerly Phoenix-Engemann Funds) Registration Nos. 811-04506 and 033-01922 Phoenix Multi-Portfolio Fund Registration Nos. 811-05436 and 033-19423 Phoenix Multi-Series Trust Registration Nos. 811-06566 and 033-45758 Phoenix Opportunities Trust Registration Nos. 811-07455 and 033-65137 Phoenix PHOLIOs Registration Nos. 811-07643 and 333-05039 Phoenix Portfolios Registration Nos. 811-08631 and 333-45675 Phoenix Series Fund Registration Nos. 811-00810 and 002-14069 Phoenix Strategic Equity Series Fund Registration Nos. 811-04727 and 033-06931 (Name of Registrant as Specified in Its Charter/Declaration of Trust) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (Check the appropriate box): |X| No fee required. | | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction 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: IMPORTANT: PLEASE VOTE YOUR SHARES BEFORE OCTOBER 31, 2006. September 1, 2006 Dear Shareholder: I encourage you to take the time to read the enclosed proxy statement and cast your ballot for a special October 31, 2006 meeting of shareholders of each series of Phoenix Adviser Trust, Phoenix Asset Trust, Phoenix CA Tax-Exempt Bond Fund, Phoenix Equity Series, Phoenix Equity Trust, Phoenix Institutional Mutual Funds, Phoenix Investment Series Fund, Phoenix Investment Trust 97, Phoenix Investment Trust 06, Phoenix Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix Opportunities Trust, Phoenix PHOLIOs, Phoenix Portfolios, Phoenix Series Fund and Phoenix Strategic Equity Series Fund (the "Trusts"). Each series of a Trust is referred to as a "Fund" and collectively as the "Funds" unless otherwise specified. Your vote is vital to the outcome of several proposals that are being presented by the Board of Trustees of each Trust. Among the proposals being presented to the shareholders of the Funds is the election of eleven Trustees to serve on each Board of Trustees until the next meeting of shareholders at which Trustees are elected and the ratification of the selection of PricewaterhouseCoopers LLC as the independent registered public accounting firm for the Funds. Shareholders of the Funds identified in Proposal 2 of the enclosed Proxy Statement (the "Manager-of-Managers Funds") are being asked to permit Phoenix Investment Counsel, Inc. ("PIC"), investment adviser of each Trust, to hire and replace subadvisers or to modify subadvisory agreements without shareholder approval. Further, shareholders of the Funds identified in Proposal 3 of the enclosed Proxy Statement (the "Fundamental Restriction Funds") are being asked to amend certain of their fundamental investment restrictions. In addition, shareholders of the Funds identified in Proposal 4 of the enclosed Proxy Statement (the "Investment Objective Funds") are being presented with a proposal to reclassify their investment objectives from fundamental to non-fundamental. Proposal details are included in the enclosed Proxy Statement, which also provides answers to questions about each proposal, the voting process and the shareholder meeting. Each Board of Trustees has carefully assessed these proposals, and unanimously recommends that shareholders vote FOR the proposals. To confirm the Board recommendations, please vote FOR all the proposals on the enclosed proxy card. YOUR VOTE COUNTS AND DELAYING TO VOTE CAN POTENTIALLY ADD TO THE COST OF THIS PROXY SOLICITATION. PLEASE CAST YOUR BALLOT TODAY - ONLINE, BY TELEPHONE OR BY MAIL - BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. If you have any questions, please call Phoenix Mutual Fund Services at 1-800-243-1574, Monday through Thursday, 8 a.m. to 6 p.m. Eastern Time, Friday until 5 p.m. Your vote is important. Please take a moment after reviewing the enclosed materials to sign and return your proxy card in the enclosed postage paid return envelope. If we do not hear from you after a reasonable amount of time, you may receive a telephone call from our proxy solicitor, Computershare Fund Services, Inc. reminding you to vote your shares. Sincerely, /s/ Daniel T. Geraci Daniel T. Geraci President and Chief Executive Officer Phoenix Investment Partners, Ltd. Q & A FOR SHAREHOLDERS While we encourage you to read the full text of the enclosed Proxy Statement, here's a brief overview of some matters affecting the Funds of the Trusts that will be the subject of a shareholder vote. Q. What issues am I being asked to vote on at the upcoming meeting on October 31, 2006? A. As described in the enclosed Proxy Statement, shareholders of the Trusts are asked to approve: - The election of eleven trustees to serve on the Board of Trustees; and - A proposal to ratify the appointment of PricewaterhouseCoopers LLC as the independent registered public accounting firm for the Funds. Shareholders of the Manager-of-Managers Funds listed at the end of this Q & A are asked to approve: - A proposal to permit PIC to hire and replace subadvisers or to modify subadvisory agreements without shareholder approval. Shareholders of the Fundamental Restriction Funds listed at the end of this Q & A are asked to approve: - A proposal to amend certain fundamental investment restrictions of the Fundamental Restriction Funds. Shareholders of the Investment Objective Funds listed at the end of this Q & A are asked to approve: - A proposal to reclassify the investment objectives of the Investment Objective Funds from fundamental to non-fundamental. Q. Why am I being asked to elect new Trustees? A. None of the Trusts' Declarations of Trust require the annual election of Trustees. However, pursuant to Section 16 of the Investment Company Act of 1940, as amended, each Trust is required to hold a shareholder meeting for the purpose of electing Trustees if, after a vacancy arises on the Board of Trustees, less than two-thirds (2/3) of the Trustees holding office would have been elected by shareholders. As a result, the addition of new Trustees requires a vote of the shareholders. In connection with the foregoing, the Boards considered the qualifications of each of the nominees, including those nominees that currently serve as Trustees, and determined that the breadth and depth of the Boards, by virtue of the varied backgrounds and qualifications of their nominees, are beneficial to shareholders. Q. Why am I being asked to vote on a proposal to permit PIC to hire and replace subadvisers or to modify subadvisory agreements without shareholder approval? A. PIC has significant experience hiring and supervising subadvisers. Each Board of Trustees believes the proposal will benefit shareholders by allowing PIC, with Board approval, to access broader money management expertise and hire or replace subadvisers without the costly expense of and unnecessary delays associated with proxy solicitations. This is especially true in today's rapidly changing securities markets. The management of Fund assets can be addressed swiftly as changes may be needed. The Funds have already obtained exemptive relief from the Securities 1 and Exchange Commission permitting them to operate in this manner as long as (i) shareholder approval is obtained, (ii) the relevant Board approves each subadviser or subadvisory agreement change and (iii) certain information is provided to shareholders within 90 days of any changes being made. Q. Does PIC intend to recommend that any of the Funds hire or change a subadviser? A. No. As of the date of this Proxy Statement, the Boards do not expect to consider any new subadvisers for the Funds. However, if this proposal is approved, new subadvisers could be hired without the expense of a shareholder meeting. Q. Will the advisory fees and expenses of the Funds increase if this proposal is approved? A. No, the advisory fee schedule will not change. A subadviser will be paid a portion of the advisory fee currently paid to PIC as described in the advisory agreement between PIC and each Trust, on behalf of the Funds. Please refer to the prospectus of each Fund, available on our web site, www.PhoenixFunds.com, for information about advisory fees. Q. Will I be notified of any changes to a Fund's subadvisory arrangements? A. Yes. Within 90 days of a change to a Fund's subadvisory arrangements, you will be provided with a written notice that contains substantially the same information about the subadviser, the subadvisory agreement and the subadvisory fee that would have been included in a proxy statement if shareholder approval had been required. Q. Why am I being asked to vote on a proposal to change certain fundamental investment restrictions of the Fundamental Restriction Funds? A. Each Board of Trustees believes the proposed changes in investment restrictions will benefit shareholders by allowing the portfolio managers of the Fundamental Restriction Funds to adapt more quickly to future changes in investment opportunities. In addition, because certain of the Fundamental Restriction Funds became part of the Phoenix Fund Complex after their formation, such Funds contain fundamental investment policies that do not conform to the standard fundamental investment policies of the Funds in the Phoenix Fund Complex. The proposed changes in investment restrictions are designed to conform the fundamental investment policies of such Funds to the fundamental investment policies of the other Funds in the Phoenix Fund Complex. The Board of Trustees desires to have comparable fundamental investment restrictions in place for all of the Funds in the Phoenix Fund Complex, thereby enhancing the portfolio managers' ability to execute the investment strategies and enhancing the compliance infrastructure for the Funds. Q. Why am I being asked to vote for the reclassification of the investment objective of the Investment Objective Funds from fundamental to non-fundamental? A. In order to reclassify an investment objective from fundamental to non-fundamental, shareholder approval is necessary. There is no requirement that a Fund's investment objective be fundamental. If approved by shareholders, this proposal would allow the Board of Trustees to change a Fund's investment objective when the Board believes it is in the best interests of shareholders or when necessary to comply with possible future regulatory changes. Shareholders of the Investment Objective Funds would receive notice prior to the implementation of any change to the investment objective. 2 Q. Why am I being asked to vote on a proposal to ratify the appointment of PricewaterhouseCoopers LLC as the independent registered public accounting firm for the Trusts? A. PricewaterhouseCoopers LLC has acted as the independent registered public accounting firm for the Trusts for many years. Each Board of Trustees has recently selected PricewaterhouseCoopers LLC to act as the independent registered public accounting firm for each Trust's fiscal year ending in 2006. Each Board's selection was recommended by its Audit Committee at a meeting held on May 18, 2006. The Audit Committee of each Board meets at least twice a year with representatives of PricewaterhouseCoopers LLP to discuss the scope of their engagement and review the financial statements of the Funds and the results of their examinations thereof. In addition, PricewaterhouseCoopers LLC does not have any direct financial interest or any material indirect financial interest in any of the Funds. Q. What happens if a proposal is not approved? A. If the required vote is not received with respect to any of the proposals, the Boards of Trustees will determine what options are available for the Funds. Q. Has each Board of Trustees approved the applicable proposals? A. Yes. Each Board of Trustees has approved the applicable proposals and recommends that you vote in favor of the proposals. Q. Who will pay for the proxy solicitation and legal costs associated with the proposals? A. The costs associated with this Proxy Statement will substantially all be borne proportionately by the Funds. A small portion of the costs will be paid for by Phoenix Investment Partners, Ltd., parent of the Funds' investment adviser. Q. Are there service or account changes I need to know about? A. There will be no changes to your Phoenix account or account services. Q. How do I vote my shares? A. You can vote your shares by computer by going to the Internet address provided on the proxy card or by telephone by calling the toll-free number on the proxy card and following the instructions, using your proxy card as a guide. Alternatively, you can vote your shares by attending the Meeting, or if you don't expect to attend, by completing and signing the enclosed proxy card, and mailing it in the enclosed postage-paid envelope. IT IS IMPORTANT THAT YOU VOTE PROMPTLY. Q. Will anyone contact me? A. You may receive a call from the Funds' proxy solicitor, Computershare Fund Services, Inc. to verify that you received your proxy materials, to answer any questions you may have about the proposal and to encourage you to vote. Q. What should I do if I receive more than one proxy card? A. Because each Fund's shareholders must vote separately, you may be sent a proxy card for each Fund account that you have. Please vote on all proposals shown on each proxy card that you receive. 3 Q. Whom should I call for additional information about this Proxy Statement? A. If you have questions about your Fund, please call Mutual Fund Services at 1-800-243-1574 Monday through Thursday, 8 a.m. to 6 p.m. Eastern Time, Friday until 5 p.m. Computershare Fund Services ("CFS") has been engaged to assist in the solicitation of proxies. If you should require assistance in voting your shares, please call Computershare Fund Services, your Fund's proxy agent, at 1-866-343-1411. As the meeting date approaches, certain shareholders of each Fund may receive a telephone call from a representative of CFS if their votes have not yet been received. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. The Trustees believe that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined. In all cases in which a telephonic proxy is solicited, the CFS representative is required to ask for each shareholder's full name and address, or the zip code or employer identification number, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the CFS representative is required to ask for the person's title and confirmation that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information provided to CFS, then the CFS representative has the responsibility to explain the process, read the proposals listed on the proxy card and ask for the shareholder's instructions on each proposal. Although the CFS representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement. CFS will record the shareholder's instructions on the call. Within 72 hours, the shareholder will be contacted by mail to confirm his or her vote and ask the shareholder to call CFS immediately if his or her instructions are not correctly reflected in the confirmation. MANAGER OF MANAGERS FUNDS (PROPOSAL 2) -------------------------------------- PHOENIX ASSET TRUST Phoenix Rising Dividends Fund Phoenix Small-Mid Cap Fund PHOENIX CA TAX-EXEMPT BOND FUND PHOENIX EQUITY SERIES FUND Phoenix Growth & Income Fund PHOENIX EQUITY TRUST Phoenix Mid-Cap Value Fund Phoenix Worldwide Strategies Fund PHOENIX INSTITUTIONAL MUTUAL FUNDS Phoenix Institutional Bond Fund Phoenix Low-Duration Core Plus Bond Fund PHOENIX INVESTMENT SERIES FUND Phoenix Global Utilities Fund Phoenix Income & Growth Fund PHOENIX INVESTMENT TRUST 06 Phoenix All-Cap Growth Fund Phoenix Nifty Fifty Fund Phoenix Small-Cap Growth Fund PHOENIX INVESTMENT TRUST 97 Phoenix Small-Cap Value Fund Phoenix Value Equity Fund 4 PHOENIX MULTI-PORTFOLIO FUND Phoenix International Strategies Fund Phoenix Real Estate Securities Fund PHOENIX MULTI-SERIES TRUST Phoenix Multi-Sector Fixed Income Fund Phoenix Multi-Sector Short Term Bond Fund PHOENIX OPPORTUNITIES TRUST Phoenix Bond Fund Phoenix Earnings Driven Growth Fund PHOENIX PHOLIOs(SM) Phoenix Conservative Income PHOLIO Phoenix Diversifier PHOLIO Phoenix International PHOLIO Phoenix Wealth Accumulator PHOLIO Phoenix Wealth Builder PHOLIO Phoenix Wealth Guardian PHOLIO Phoenix Wealth Preserver PHOLIO PHOENIX PORTFOLIOS Phoenix Market Neutral Fund PHOENIX SERIES FUND Phoenix Balanced Fund Phoenix Capital Growth Fund Phoenix Core Bond Fund Phoenix High Yield Fund Phoenix Mid-Cap Growth Fund Phoenix Money Market Fund PHOENIX STRATEGIC EQUITY SERIES FUND Phoenix Strategic Growth Fund FUNDAMENTAL RESTRICTION FUNDS (PROPOSAL 3) ------------------------------------------ Fundamental Restriction with Respect to Loans (Proposal 3A): PHOENIX CA TAX-EXEMPT BOND FUND PHOENIX EQUITY SERIES FUND Phoenix Growth & Income Fund PHOENIX EQUITY TRUST Phoenix Mid-Cap Value Fund Phoenix Pathfinder Fund Phoenix Relative Value Fund Phoenix Total Value Fund Phoenix Worldwide Strategies Fund PHOENIX INSTITUTIONAL MUTUAL FUNDS Phoenix Institutional Bond Fund Phoenix Low Duration Core Plus Bond Fund PHOENIX INVESTMENT SERIES FUND Phoenix Global Utilities Fund Phoenix Income & Growth Fund PHOENIX INVESTMENT TRUST 97 Phoenix Small-Cap Value Fund Phoenix Value Equity Fund 5 PHOENIX INVESTMENT TRUST 06 Phoenix All-Cap Growth Fund Phoenix Nifty Fifty Fund Phoenix Small-Cap Growth Fund PHOENIX MULTI-PORTFOLIO FUND Phoenix Emerging Markets Bond Fund Phoenix International Strategies Fund Phoenix Real Estate Securities Fund PHOENIX MULTI-SERIES TRUST Phoenix High Yield Securities Fund Phoenix Multi-Sector Fixed Income Fund Phoenix Multi-Sector Short Term Bond Fund PHOENIX OPPORTUNITIES TRUST Phoenix Bond Fund Phoenix Earnings Driven Growth Fund Phoenix Growth Opportunities Fund PHOENIX PHOLIOs Phoenix Conservative Income PHOLIO Phoenix Diversifier PHOLIO Phoenix International PHOLIO Phoenix Wealth Accumulator PHOLIO Phoenix Wealth Builder PHOLIO Phoenix Wealth Guardian PHOLIO Phoenix Wealth Preserver PHOLIO PHOENIX PORTFOLIOS Phoenix Market Neutral Fund PHOENIX SERIES FUND Phoenix Balanced Fund Phoenix Capital Growth Fund Phoenix Core Bond Fund Phoenix High Yield Fund Phoenix Mid-Cap Growth Fund Phoenix Money Market Fund PHOENIX STRATEGIC EQUITY SERIES FUND Phoenix Dynamic Growth Fund Phoenix Fundamental Growth Fund Phoenix Strategic Growth Fund OTHER FUNDAMENTAL RESTRICTION FUNDS (PROPOSALS 3B AND 3C) --------------------------------------------------------- PHOENIX ASSET TRUST Phoenix Rising Dividends Fund Phoenix Small-Mid Cap Fund PHOENIX ADVISER TRUST Phoenix Focused Value Fund Phoenix Foreign Opportunities Fund Changes in the Fundamental Investment Restrictions of the Phoenix Asset Trust (Proposal 3B): Investment of More Than 25% of Assets in Companies Engaged in One Industry Limits on Borrowing Issuance of Senior Securities Underwriting Activities Purchase and Sale of Real Estate 6 Investment of Assets in a Single Open-End Investment Company Change of Status as a Diversified Series Purchase and Sale of Commodities and Commodities Contracts Lending Assets Changes in the Fundamental Investment Restrictions of the Phoenix Adviser Trust (Proposal 3C): Investment of More Than 25% of Assets in Companies Engaged in One Industry Limits on Borrowing Issuance of Senior Securities Underwriting Activities Purchase and Sale of Real Estate Lending Assets INVESTMENT OBJECTIVE FUNDS (PROPOSAL 4) --------------------------------------- PHOENIX ASSET TRUST Phoenix Rising Dividends Fund Phoenix Small-Mid Cap Fund PHOENIX CA TAX-EXEMPT BOND FUND PHOENIX EQUITY SERIES FUND Phoenix Growth & Income Fund PHOENIX EQUITY TRUST Phoenix Worldwide Strategies Fund PHOENIX INSTITUTIONAL MUTUAL FUNDS Phoenix Institutional Bond Fund PHOENIX INVESTMENT SERIES FUND Phoenix Income & Growth Fund (Primary Objective) PHOENIX INVESTMENT TRUST 06 Phoenix All-Cap Growth Fund Phoenix Nifty Fifty Fund Phoenix Small-Cap Growth Fund PHOENIX INVESTMENT TRUST 97 Phoenix Small Cap Value Fund Phoenix Value Equity Fund PHOENIX MULTI-PORTFOLIO FUND Phoenix Emerging Markets Bond Fund Phoenix International Strategies Fund Phoenix Real Estate Securities Fund PHOENIX MULTI-SERIES TRUST Phoenix Multi-Sector Fixed Income Fund Phoenix Multi-Sector Short Term Bond Fund PHOENIX OPPORTUNITIES TRUST Phoenix Bond Fund Phoenix Earnings Driven Growth Fund PHOENIX PHOLIOs Phoenix Wealth Builder PHOLIO Phoenix Wealth Guardian PHOLIO 7 PHOENIX SERIES FUND Phoenix Balanced Fund Phoenix Capital Growth Fund Phoenix Core Bond Fund Phoenix High Yield Fund Phoenix Mid-Cap Growth Fund Phoenix Money Market Fund PHOENIX STRATEGIC EQUITY SERIES FUND Phoenix Strategic Growth Fund -------------------------------------------------------------------------------- IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE AND TO ASSURE THAT YOUR SHARES ARE REPRESENTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE, REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING. YOU MAY VOTE OVER THE INTERNET, BY TELEPHONE OR MAIL. TO VOTE OVER THE INTERNET, GO TO THE INTERNET ADDRESS PROVIDED ON YOUR PROXY CARD AND FOLLOW THE INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE BY TELEPHONE, PLEASE CALL THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD AND FOLLOW THE RECORDED INSTRUCTIONS, USING YOUR PROXY CARD AS A GUIDE. TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD. NO POSTAGE IS REQUIRED IF YOU USE THE ACCOMPANYING ENVELOPE TO MAIL THE PROXY CARD IN THE UNITED STATES. -------------------------------------------------------------------------------- 8 PHOENIX ADVISER TRUST PHOENIX ASSET TRUST (formerly PHOENIX-KAYNE FUNDS) PHOENIX CA TAX-EXEMPT BOND FUND PHOENIX EQUITY SERIES FUND PHOENIX EQUITY TRUST PHOENIX INSTITUTIONAL MUTUAL FUNDS PHOENIX INVESTMENT SERIES FUND PHOENIX INVESTMENT TRUST 97 PHOENIX INVESTMENT TRUST 06 (formerly PHOENIX-ENGEMANN FUNDS) PHOENIX MULTI-PORTFOLIO FUND PHOENIX MULTI-SERIES TRUST PHOENIX OPPORTUNITIES TRUST PHOENIX PHOLIOs PHOENIX PORTFOLIOS PHOENIX SERIES FUND PHOENIX STRATEGIC EQUITY SERIES FUND 101 Munson Street Greenfield, Massachusetts 01301 1-800-243-1574 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To be held on October 31, 2006 9 To the Shareholders: NOTICE IS HEREBY GIVEN THAT a special meeting of the shareholders of Phoenix Adviser Trust, Phoenix Asset Trust, Phoenix CA Tax-Exempt Bond Fund, Phoenix Equity Series, Phoenix Equity Trust, Phoenix Institutional Mutual Funds, Phoenix Investment Series Fund, Phoenix Investment Trust 97, Phoenix Investment Trust 06, Phoenix Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix Opportunities Trust, Phoenix PHOLIOs, Phoenix Portfolios, Phoenix Series Fund and Phoenix Strategic Equity Series Fund, each a Delaware statutory trust, and referred to herein as the "Trusts", will be held at the offices of Phoenix Investment Partners, Ltd., ("PXP"), 56 Prospect Street, Hartford, Connecticut, 06103, on October 31, 2006 at 2:00 p.m. Eastern Time and any adjournments thereof (the "Meeting"). Each series of a Trust is referred to as a "Fund" and, collectively, as the "Funds" unless otherwise specified. The Funds identified in Proposal 2 of the Proxy Statement are referred to herein as the "Manager-of-Managers Funds." The Funds identified in Proposal 3 of the Proxy Statement are referred to herein as the "Fundamental Restriction Funds." The Funds identified in Proposal 4 of the Proxy Statement are referred to herein as the "Investment Objective Funds." The Meeting will be held for the following purposes: 1. To elect eleven Trustees to serve on the Board of Trustees until the next meeting of shareholders at which Trustees are elected (Proposal 1). Shareholders of all of the Funds will vote on this proposal. 2. To approve a proposal to permit PIC to hire and replace subadvisers or to modify subadvisory agreements without shareholder approval (Proposal 2). Shareholders of the Manager-of-Managers Funds will vote on this proposal. 3. To approve a proposal to remove certain fundamental investment restrictions from the Funds. Shareholders of the specified Fundamental Restriction Funds will vote on these proposals, as applicable. o Proposal 3A: To approve the removal of fundamental restrictions with respect to loans. o Proposal 3B: To approve changes in the fundamental investment restrictions of the Phoenix Asset Trust to conform to the standard fundamental investment restrictions of the Phoenix Funds. o Proposal 3C: To approve changes in the fundamental investment restrictions of the funds of the Phoenix Adviser Trust to conform to the standard fundamental investment restrictions of the Phoenix Funds. 4. To approve a proposal to reclassify the investment objective of the Investment Objective Funds from fundamental to non-fundamental (Proposal 4). Shareholders of the Investment Objective Funds will vote on this proposal. 5. To approve a proposal to ratify the appointment of PricewaterhouseCoopers LLC as the independent registered public accounting firm for the Trusts (Proposal 5). Shareholders of all of the Funds will vote on this proposal. 6. To transact any other business that may properly come before the Meeting. The Board of Trustees has fixed the close of business on August 11, 2006 as the record date for determination of shareholders entitled to notice of and to vote at the Meeting. 10 Whether or not you plan to attend the Meeting in person, please vote your shares. As a convenience to our shareholders, you may now vote in any one of four ways: o THROUGH THE INTERNET - https://vote.proxy-direct.com o BY TELEPHONE -1-866-241-6192 o BY MAIL - using the enclosed proxy card(s) and postage paid envelope o IN PERSON - at the Meeting We encourage you to vote by Internet or telephone; have your proxy card in hand and go to the web site or call the number and follow the instructions given there. Use of Internet or telephone voting will reduce the time and cost associated with this proxy solicitation. Whichever method you choose, please read the enclosed Proxy Statement carefully before you vote. If you sign, date, and return the proxy card but give no voting instructions, your shares will be voted "FOR" the proposals described above. By order of the Board of Trustees /s/ Kevin J. Carr, Esq. Title: Secretary September 1, 2006 SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO VOTE BY THE INTERNET OR BY TELEPHONE OR TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF THE PROXY WITH RESPECT TO INTERNET VOTING OR TELEPHONE ARE SET FORTH ON THE PROXY CARD. INSTRUCTIONS FOR SIGNING PROXY CARDS IF MAILING IMMEDIATELY FOLLOW THIS NOTICE. IT IS IMPORTANT THAT THE PROXY BE VOTED PROMPTLY. 11 INSTRUCTIONS FOR SIGNING PROXY CARDS The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense involved in validating your vote if you fail to sign your proxy card properly. 1. Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card. 2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card. 3. All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example: Registration Valid Signature ------------ --------------- Corporate Accounts (1) ABC Corp. ABC Corp. (2) ABC Corp. John Doe, Treasurer (3) ABC Corp. c/o John Doe, Treasurer John Doe (4) ABC Corp. Profit Sharing Plan John Doe, Trustee Trust Accounts (1) ABC Trust Jane B. Doe, Trustee (2) Jane B. Doe, Trustee u/t/d 12/28/78 Jane B. Doe Custodial or Estate Accounts (1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA John B. Smith (2) Estate of John B. Smith John B. Smith, Jr., Executor 12 PHOENIX ADVISER TRUST PHOENIX ASSET TRUST (formerly PHOENIX-KAYNE FUNDS) PHOENIX CA TAX-EXEMPT BOND FUND PHOENIX EQUITY SERIES FUND PHOENIX EQUITY TRUST PHOENIX INSTITUTIONAL MUTUAL FUNDS PHOENIX INVESTMENT SERIES FUND PHOENIX INVESTMENT TRUST 97 PHOENIX INVESTMENT TRUST 06 (formerly PHOENIX-ENGEMANN FUNDS) PHOENIX MULTI-PORTFOLIO FUND PHOENIX MULTI-SERIES TRUST PHOENIX OPPORTUNITIES TRUST PHOENIX PHOLIOs PHOENIX PORTFOLIOS PHOENIX SERIES FUND PHOENIX STRATEGIC EQUITY SERIES FUND 101 Munson Street Greenfield, Massachusetts 01301 1-800-243-1574 SPECIAL MEETING OF SHAREHOLDERS To be held on October 31, 2006 PROXY STATEMENT This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees of Phoenix Adviser Trust, Phoenix Asset Trust, Phoenix CA Tax-Exempt Bond Fund, Phoenix Equity Series, Phoenix Equity Trust, Phoenix Institutional Mutual Funds, Phoenix Investment Series Fund, Phoenix Investment Trust 97, Phoenix Investment Trust 06, Phoenix Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix Opportunities Trust, Phoenix PHOLIOs, Phoenix Portfolios, Phoenix Series Fund and Phoenix Strategic Equity Series Fund, each a Delaware statutory trust and referred to herein as the "Trusts." Each series of a Trust is referred to as a "Fund" and, collectively, as the "Funds" unless otherwise specified. The Funds identified in Proposal 2 of the Proxy Statement are referred to herein as the "Manager-of-Managers Funds." The Funds identified in Proposal 3 of the Proxy Statement are referred to herein as the "Fundamental Restriction Funds." The Funds identified in Proposal 4 of the 13 Proxy Statement are referred to herein as the "Investment Objective Funds." The proxies will be used at the special meeting of shareholders to be held at 56 Prospect Street, Hartford, Connecticut 06103 on October 31, 2006 at 2 p.m. Eastern Time (the "Meeting") and any adjournment(s) thereof. The Meeting will be held at the offices of Phoenix Investment Partners, Ltd. for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. This Proxy Statement, the Notice of Special Meeting and the proxy card(s) are first being mailed to shareholders on or about September 1, 2006 or as soon as practicable thereafter. The close of business on August 11, 2006 has been fixed as the record date (the "Record Date") for the determination of shareholders entitled to receive notice of and to vote at the Meeting. Each shareholder shall be entitled to one vote for each dollar of net asset value (determined as of the Record Date) of each share owned by such shareholder on any matter on which such shareholder is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. The number of shares outstanding on the Record Date is listed on Appendix A attached to this Proxy Statement. Copies of the Trust's most recent annual and/or semi-annual reports are available free of charge via the Internet at www.PhoenixFunds.com, by calling 1-800-243-1574, or by writing Phoenix Funds, P.O. Box 8301, Boston, MA 02266-8301. It is expected that the solicitation of proxies will be primarily by mail. Supplementary solicitations may be made by mail, telephone, facsimile, Internet or personal contact by representatives of the Trusts. Computershare Fund Services, Inc. ("CFS") has been engaged to assist in the distribution and tabulation of proxies and to assist in the solicitation of proxies. The anticipated cost of such solicitation services is approximately in the range of $486,500 to $758,000. The costs associated with this Proxy Statement will substantially all be borne proportionately by the Funds, with a small portion being paid by Phoenix Investment Partners, Ltd., parent of the Funds' investment adviser. Any shareholder submitting a proxy has the power to revoke it prior to its use by executing a superseding proxy to the Trust by the Internet or telephone, by mailing a notice of revocation to the Secretary at the principal office of the Trusts or by attending and voting in person at the Meeting. All properly executed but unmarked proxies received before the Meeting will be voted FOR the approval of all of the proposals contained in this Proxy Statement. Thirty-three and one-third percent (33 1/3%) of the outstanding shares of each Fund must be present in person or by proxy to constitute a quorum for the transaction of business for such Fund. If the necessary quorum to transact business or the vote required to approve the proposals is not obtained at the Meeting, the persons named as proxies on the proxy card may propose one or more adjournments of the Meeting, in accordance with applicable law, to permit the further solicitation of proxies. Any such adjournment would require the affirmative vote of a majority of the shares voting on the adjournment. The persons named as proxies will vote those proxies that are entitled to vote in favor of the proposals, and all properly executed but unmarked proxies, in favor of such adjournment, and will vote against any such adjournment those proxies that they have been instructed to vote against the proposals. Proxies received with an instruction to abstain from voting will abstain from voting on any adjourned proposal. A vote may be taken on any of the proposals in this Proxy Statement prior to any such adjournment if sufficient votes have been received for approval. Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Funds as inspectors of election for the meeting. The inspectors of election will count the total number of votes cast "for" approval of a proposal for purposes of determining whether sufficient affirmative votes have been cast. Shares represented by proxies that reflect abstentions and "broker non-votes" (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have the discretionary 14 voting power on a particular matter) will be counted as shares that are present and entitled to vote on the matter for purposes of determining the presence of a quorum. With respect to the election of Trustees (Proposal 1) and with respect to the ratification of the independent registered accounting firm for the Trusts (Proposal 5), neither abstentions nor broker non-votes have an effect on the outcome of the proposal. With respect to every other proposal, abstentions and broker non-votes have the effect of a negative vote on the proposal. Treating broker non-votes as shares voted against a proposal may result in a proposal not being approved, even though the votes cast in favor of the proposal would have been sufficient to approve the proposal if some or all of the broker non-votes had been withheld. In certain circumstances in which a Fund has received sufficient votes to approve a matter being recommended for approval by the Board of Trustees, the Fund may require that brokers and nominees, in their discretion, withhold submission of broker non-votes in order to avoid the need for the solicitation of additional votes in favor of the proposal. A Fund may also request that selected brokers and nominees, in their discretion, submit broker non-votes if doing so is necessary to obtain a quorum. Proposals 1 and 5 will be voted on by shareholders of the Funds. Proposal 2 will be voted on by shareholders of the Manager-of-Managers Funds voting at the Trust level. Proposal 3 will be voted on by shareholders of the Fundamental Restriction Funds. Proposal 4 will be voted on by shareholders of the Investment Objective Funds. BOARD OF TRUSTEES RECOMMENDATION Each Board of Trustees met on February 16, 2006 and March 23, 2006 to discuss the proposals contained in this Proxy Statement. Each Board voted unanimously to approve the proposals. EACH BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE NOMINEES NAMED IN PROPOSAL 1 AND "FOR" ALL OF THE PROPOSALS CONTAINED IN THIS PROXY STATEMENT. PROPOSAL 1: TO ELECT ELEVEN TRUSTEES TO THE BOARD OF TRUSTEES At the Meeting, shareholders will vote on a proposal to elect eleven nominees to serve as Trustees of the Trusts. None of the Trusts' Declarations of Trust requires the annual election of Trustees. Under Section 16 of the Investment Company Act of 1940, as amended (the "1940 Act"), at least two-thirds (2/3) of the trustees of a trust must have been elected by shareholders. In November 2004, a Trustee was appointed as Trustee to the Trusts. In late 2005, it came to the attention of PIC that this appointment inadvertently caused all but five of the Trusts to be under the two-thirds (2/3) ratio. The Trusts under the two-thirds (2/3) ratio were Phoenix CA Tax-Exempt Bond Fund, Phoenix Equity Series Fund, Phoenix Equity Trust, Phoenix Institutional Mutual Funds, Phoenix Investment Series Fund, Phoenix Investment Trust 97, Phoenix Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix PHOLIOs, Phoenix Series Fund and Phoenix Strategic Equity Series Fund. At a meeting of the Boards of Trustees held February 16, 2006, the Boards of the Trusts under the two-thirds (2/3) ratio were informed that a shareholder meeting would be necessary before the Trustee and any new nominees could serve as such. At the meeting, the Boards determined that the Trustee would immediately become a consulting committee member of the Board and of the Governance and Nominating Committee for Phoenix CA Tax-Exempt Bond Fund, Phoenix Equity Series Fund, Phoenix Equity Trust, Phoenix Institutional Mutual Funds, Phoenix Investment Trust 97, Phoenix Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix PHOLIOs, Phoenix Portfolios, Phoenix Series Fund and Phoenix Strategic Equity Series Fund. The Boards also agreed to accept the Trustee's resignation for the appropriate Trusts and to appoint him as a consulting committee member to those Trusts. The Boards also determined that, due to his many contributions to the Board and Governance and Nominating Committee governance process that the 15 consulting committee compensation should be the same as what he had previously received as a Board member. Management further informed the Boards that it had reviewed all matters in which he had voted and had determined that even without his vote, all votes were properly taken. NOMINEES The Trustees who are not "interested persons" as defined in the 1940 Act ("the Disinterested Trustees") have approved fixing the number of Trustees at eleven and have recommended and nominated eleven candidates to fill the Trustees' positions on the Boards of Trustees (the "Nominees"). Each of the Nominees currently serves on the Board of each of the Trusts, with the exception of Daniel T. Geraci, who serves as President of all of the Trusts and as Trustee of certain of the Trusts and Ferdinand L. J. Verdonck, who serves as a consultant to and as a Trustee of certain of the Trusts. Phoenix Investment Counsel, Inc. ("PIC") is the investment adviser of each Trust. The persons named in the enclosed proxy intend, unless authority is withheld, to vote for the election as Trustees of the Nominees named below. The Board recommends that the shareholders elect the persons who they have nominated for election. Each of the Nominees has agreed to serve as a Trustee if elected. If, at the time of the Meeting, any Nominee should be unavailable for election (which is not presently anticipated), the persons named as proxies may vote for other persons in their discretion. Trustees will hold office until the earlier of their death, resignation, removal or retirement, or the next meeting of shareholders at which Trustees are elected and the selection and qualification of their successors. The following table sets forth the names, dates of birth, principal occupations and other information relating to the Nominees. There is no stated term of office for Trustees. 16 DISINTERESTED NOMINEES

17 DISINTERESTED NOMINEES

18 DISINTERESTED NOMINEES

19 DISINTERESTED NOMINEES

20 DISINTERESTED NOMINEES

21 DISINTERESTED NOMINEES

22 INTERESTED NOMINEES

23 INTERESTED NOMINEES

24 INTERESTED NOMINEES

*Mr. Geraci is an "interested person" as defined in the 1940 Act, by reason of his position with Phoenix Investment Partners, Ltd. and its affiliates. **Ms. LaMarche is an "interested person" as defined in the 1940 Act, by reason of her position as former Director of The Phoenix Companies, Inc. and Phoenix Life Insurance Company. ***Mr. McLoughlin is an "interested person" as defined in the 1940 Act, by reason of his former relationship with Phoenix Investment Partners, Ltd. and its affiliates. RELATIONSHIPS OF CERTAIN NOMINEES Under applicable requirements, each disinterested Nominee (or an immediate family member thereof) who had any direct or indirect interest, the value of which exceeds $60,000, during the two most recently completed calendar years, in the Trusts' investment advisers, the principal underwriter of the Trusts, Phoenix Equity Planning Corporation, or any entity controlling, controlled by or under common control with PIC or Phoenix Equity Planning Corporation (not including registered investment companies) must disclose any such relationship. Mr. Oates is Director and Chairman of the Board and a shareholder of Hudson Castle Group, Inc. (formerly, IBEX Capital Markets, Inc.) ("Hudson"), a privately owned financial services firm. Phoenix Investment Partners, Ltd., an affiliate of PIC, owns approximately 1% of the common stock of Hudson and Phoenix Life Insurance Company, also an affiliate, owns approximately 8% of Hudson's common stock. NOMINEE OWNERSHIP OF EQUITY SECURITIES Set forth in Appendix B attached to this Proxy Statement for each Nominee is a dollar range of equity securities of the Trusts, together with the aggregate dollar range of equity securities in certain registered investment companies, including the Trusts, managed by PIC or an affiliate and held out to investors as related companies for purposes of investment and investor services (the "Family of Investment Companies"), as of December 31, 2005. No Disinterested Trustee, or any immediate family member of such person, owns securities in the Funds' investment adviser, or a person directly or indirectly controlling, controlled by, or under common control with the Funds' investment adviser. 25 COMPENSATION OF CURRENT TRUSTEES During the calendar year ended December 31, 2005, the Nominees who were not previously Trustees received no compensation from the Trusts. The Nominees who are currently Trustees received the compensation set forth in Appendix C attached to this Proxy Statement. Mr. Geraci receives no compensation from the Trusts. CURRENT BOARD COMMITTEES AND MEETINGS Each Board of Trustees has established an Audit Committee. The Committee reviews the Trust's financial reporting procedures, their system of internal control and the independent audit process. The Audit Committee currently consists of E. Virgil Conway, Chair, Harry Dalzell-Payne, Francis E. Jeffries, Dr. Leroy Keith, Jr., Geraldine M. McNamara, James M. Oates and Richard E. Segerson, each of whom is a Disinterested Trustee. Each Board of Trustees has established a Governance and Nominating Committee. The Governance and Nominating Committee identifies, evaluates and ultimately selects nominees for election to the Board. The Committee is also charged with the responsibility of developing and recommending to the Board a set of governance principles applicable to the Trusts. Each Board of Trustees has adopted a formal, written Governance and Nominating Committee charter, a copy of which can be found on our web site at www.PhoenixFunds.com. The Governance and Nominating Committee currently consists of Dr. Leroy Keith, Jr., Chair, E. Virgil Conway, Harry Dalzell-Payne, Geraldine M. McNamara and James M. Oates, each of whom is a Disinterested Trustee. Each Board of Trustees has established an Executive and Compliance Committee. The Executive and Compliance Committee assists the Board of Trustees in effectively performing its functions. It is the responsibility of the Committee to facilitate efficient management of the Trusts by exercising all powers of the Board which may be lawfully delegated when the Board is not in session, subject to certain limitations. The Executive and Compliance Committee currently consists of Philip R. McLoughlin, Chair, E. Virgil Conway, Harry Dalzell-Payne, Dr. Leroy Keith, Jr., Geraldine M. McNamara, and James M. Oates. Except for Mr. McLoughlin, each member of the Executive and Compliance Committee is a Disinterested Trustee. During the calendar year ended December 31, 2005, the Boards' of Trustees met four times and also held four special meetings. The Audit Committees met four times. The Governance and Nominating Committees met four times. The Executive and Compliance Committees met four times and held seven special meetings. Each Trustee was present for at least 75% of the total number of meetings of each Board, or of the Board and Audit Committee, Governance and Nominating Committee, and Executive and Compliance Committee. The Disinterested Trustees have established a formal policy regarding consideration of any Trustee candidates recommended by shareholders. The Governance and Nominating Committee will consider nominations for Board members from shareholders who have individually held 5% of the shares of a Fund of a Trust for at least one year. Shareholders wishing to submit candidate recommendations for future consideration should send a letter to: Governance and Nominating Committee, The Phoenix Funds, One American Row, Hartford, Connecticut 06102-5056, Attention: Secretary. Shareholders who wish to propose a candidate for nomination as a Trustee must include the following information with their submission: evidence of the proposing party's share ownership, the name of the proposed candidate, the proposed candidate's biographical information, including business experience for the past ten years, a 26 description of the qualifications of the proposed nominee, a statement as to whether the candidate qualifies as a Disinterested Trustee and the candidate's written consent to serve as a Trustee, if elected. Each Governance and Nominating Committee has set out specific, minimum qualifications that must be met by a candidate for consideration for a position on the Board. The Committee has determined that Trustee nominees must qualify for service on the Board under all applicable laws and regulations and must not be within five years of the retirement age for Trustees (January 1 of the year following his or her 72nd birthday). With respect to Disinterested Trustees, nominees shall be independent of the Trusts' investment advisers and other principal service providers and shall not be an "interested person" as that term is defined in the 1940 Act. Further, nominees who would be Disinterested Trustees must qualify for service on the Audit Committee. In evaluating and nominating candidates, including candidates recommended by shareholders, the Governance and Nominating Committee shall consider such factors as: (a) whether the proposed nominee serves on boards of or is otherwise affiliated with competing financial service organizations or their related fund complexes or companies in which the Trusts may invest, (b) whether the proposed nominee is able to and intends to commit the time necessary for the performance of Trustee duties, (c) the integrity and character of the proposed nominee, (d) the proposed nominee's compatibility with the current Board and (e) such other factors as the Governance and Nominating Committee deem relevant. Third party search firms may be retained to find Trustee nominees. Each Board has established a formal process for shareholders to send communications to the Board. Interested parties who would like to communicate with the Board as a whole should send a letter to the following address: Board of Trustees, The Phoenix Funds, One American Row, Hartford, Connecticut 06102-5056, Attention: Secretary. Shareholders who wish to send a communication to an individual member of the Board or to a Committee of the Board should address such communication accordingly to the same address. After reviewing the communication, the Secretary will forward the communication to the Board or to the individual Trustee or Committee to which the communication is addressed. EXECUTIVE OFFICERS The table in Appendix D sets forth certain information about the Executive Officers of the Trusts. INVESTMENT ADVISERS, UNDERWRITER AND ADMINISTRATOR Each Trust's investment adviser is Phoenix Investment Counsel, Inc., 56 Prospect Street, Hartford, Connecticut 06115-0480. Information regarding the Funds' subadvisers is set forth in Appendix E hereto. Phoenix Equity Planning Corporation, 56 Prospect Street, P.O. Box 150480, Hartford, Connecticut 06115-0480, serves as the Trusts' underwriter and financial agent/administrator. REQUIRED VOTE The eleven nominees receiving the highest number of votes will be elected. BOARD APPROVAL OF ELECTION OF NOMINEES Each Board recommends a vote "FOR" the election of all the nominees. 27 PROPOSAL 2: APPROVAL OF A PROPOSAL TO PERMIT PIC TO HIRE AND REPLACE SUBADVISERS OR TO MODIFY SUBADVISORY AGREEMENTS WITHOUT SHAREHOLDER APPROVAL (THE "MANAGER-OF-MANAGERS PROPOSAL") This proposal applies to each of the Manager-of-Managers Funds, as named below: PHOENIX ASSET TRUST Phoenix Rising Dividends Fund Phoenix Small-Mid Cap Fund PHOENIX CA TAX-EXEMPT BOND FUND PHOENIX EQUITY SERIES FUND Phoenix Growth & Income Fund PHOENIX EQUITY TRUST Phoenix Mid-Cap Value Fund Phoenix Worldwide Strategies Fund PHOENIX INSTITUTIONAL MUTUAL FUNDS Phoenix Institutional Bond Fund Phoenix Low-Duration Core Plus Bond Fund PHOENIX INVESTMENT SERIES FUND Phoenix Global Utilities Fund Phoenix Income & Growth Fund PHOENIX INVESTMENT TRUST 06 Phoenix All-Cap Growth Fund Phoenix Nifty Fifty Fund Phoenix Small-Cap Growth Fund PHOENIX INVESTMENT TRUST 97 Phoenix Small-Cap Value Fund Phoenix Value Equity Fund PHOENIX MULTI-PORTFOLIO FUND Phoenix International Strategies Fund Phoenix Real Estate Securities Fund PHOENIX MULTI-SERIES TRUST Phoenix Multi-Sector Fixed Income Fund Phoenix Multi-Sector Short Term Bond Fund PHOENIX OPPORTUNITIES TRUST Phoenix Bond Fund Phoenix Earnings Driven Growth Fund PHOENIX PHOLIOs(SM) Phoenix Conservative Income PHOLIO Phoenix Diversifier PHOLIO Phoenix International PHOLIO Phoenix Wealth Accumulator PHOLIO Phoenix Wealth Builder PHOLIO Phoenix Wealth Guardian PHOLIO Phoenix Wealth Preserver PHOLIO PHOENIX PORTFOLIOS Phoenix Market Neutral Fund 28 PHOENIX SERIES FUND Phoenix Balanced Fund Phoenix Capital Growth Fund Phoenix Core Bond Fund Phoenix High Yield Fund Phoenix Mid-Cap Growth Fund Phoenix Money Market Fund PHOENIX STRATEGIC EQUITY SERIES FUND Phoenix Strategic Growth Fund BACKGROUND One of the duties of an investment adviser is to recommend to a board of trustees, if conditions warrant, the reallocation of assets managed by a subadviser or to recommend a subadviser's hiring, termination or replacement, if the investment adviser deems it appropriate to achieve the overall objectives of a fund. PIC has significant experience hiring and supervising subadvisers. The Manager-of-Managers Funds propose that PIC, with the approval of the Board of Trustees, be permitted to enter into, terminate, or modify subadvisory agreements on behalf of the Manager-of-Managers Funds without obtaining the prior approval of a majority of the outstanding voting securities of the Manager-of-Managers Funds, as is otherwise required by Section 15 of the 1940 Act. Phoenix Variable Advisors, Inc. ("PVA"), an affiliate of PIC, and The Phoenix Edge Series Fund have received an exemptive order from the Securities and Exchange Commission ("SEC") that, subject to certain conditions, permits PVA and any funds advised by entities that are under common control with PVA (such as PIC), with the approval of such funds' trustees, to retain other subadvisers, subsequently change the subadvisers, or continue the employment of existing subadvisers, after events that under the 1940 Act and the relevant subadvisory agreements would otherwise cause an automatic termination of the subadvisory agreements, without submitting the subadvisory agreements or material amendments to those agreements to a vote of the shareholders. Before this relief can be utilized by a Manager-of-Managers Fund, each Manager-of-Managers Fund's shareholders must approve the applicability of the relief to the Manager-of-Managers Fund. If a Manager-of-Managers Fund's shareholders approve the proposal to allow PIC to utilize this relief for the Manager-of-Managers Fund, the Manager-of-Managers Fund and PIC will have the right to hire, terminate or replace subadvisers without shareholder approval, including, without limitation, the replacement or reinstatement of any subadviser with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. PIC will continue to have the ultimate responsibility to oversee the subadvisers and recommend their hiring, termination, and replacement. Even if each Manager-of-Managers Fund's shareholders approve this arrangement, any new subadviser(s) engaged or terminated or any change in a subadvisory agreement will still require the approval of the Trust's Board of Trustees. In order to approve new subadviser(s), the Trustees will analyze the factors they deem relevant, such as the nature, quality and scope of services provided by subadviser(s) to investment companies comparable to the Manager-of-Managers Fund. The Trustees will review the ability of the subadviser(s) to provide services to the Manager-of-Managers Fund, as well as its personnel, operation, financial condition or any other factor which would affect the subadviser(s) with respect to compliance and regulatory matters over the past fiscal year. The Trustees typically review the subadvisers' investment performance with respect to accounts deemed comparable. Finally, the Trustees will consider other factors deemed relevant to the subadviser(s) performance as an investment manager. The Manager-of-Managers Funds believe that this review provides adequate shareholder protection in the selection of subadviser(s). PIC would notify the Manager-of-Managers Fund's shareholders in the event of any change in the identity of the subadviser of the Manager-of-Managers Fund within 90 days of a change. The written notice would contain substantially the same information about the subadviser, the subadvisory agreement and the subadvisory fee that would have been included in a proxy statement if shareholder approval had been required. In addition, the exemptive order prohibits PIC from entering into subadvisory agreements with affiliates of PIC to replace an unaffiliated subadviser without 29 shareholder approval. Finally, the advisory fee would not change if a subadviser was hired, terminated or replaced. Rather, the subadviser would be paid a portion of the then current advisory fee paid to PIC. Although shareholder approval would not be required for the termination of subadvisory agreements, shareholders of the Manager-of-Managers Funds would continue to have the right to terminate such subadvisory agreements for the Manager-of-Managers Funds at any time by a vote of a majority of the outstanding voting securities of each Manager-of-Managers Fund. BENEFIT OF APPROVAL OF THE MANAGER-OF-MANAGERS PROPOSAL Approval of the Manager-of-Managers Proposal will allow PIC, with Board approval, to access broader money management expertise and hire or replace subadvisers without the costly expense of and unnecessary delays associated with proxy solicitations. This is especially true in today's rapidly changing securities markets in which the management of Fund assets must be addressed swiftly as changes are needed. REQUIRED VOTE Under the 1940 Act, a majority of a fund's outstanding voting securities is defined as the lesser of (1) 67% of the outstanding shares represented at a meeting at which more than 50% of a fund's outstanding shares are present in person or represented by proxy or (2) more than 50% of a fund's outstanding voting securities (a "Majority Vote"). Approval of this proposal requires a Majority Vote of the shareholders of the Manager-of-Managers Fund. If a Manager-of-Managers Fund's shareholders do not approve the Manager-of-Managers Proposal, the terms and conditions of the exemptive relief described below will not be applicable to that Manager-of-Managers Fund. BOARD APPROVAL OF PROPOSED MANAGER-OF-MANAGERS PROPOSAL At a meeting held on February 16, 2006, each Board of the Manager-of-Managers Funds, including the Disinterested Trustees, reviewed the Manager-of-Managers Proposal. Each Board, including the Disinterested Trustees, concluded that PIC's ability to hire, terminate or replace subadvisers without shareholder approval, in rapidly changing securities markets, would enhance PIC's ability to manage the Manager-of-Managers Fund. As a result, each Board, including the Disinterested Trustees, concluded that it would be in the best interests of the applicable Manager-of-Managers Fund and its shareholders to permit PIC, with Board approval, to hire, terminate or replace subadvisers, without shareholder approval. PROPOSAL 3: APPROVAL OF A PROPOSAL TO REMOVE CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS FROM THE FUNDAMENTAL RESTRICTION FUNDS The following Funds are referred to herein as the "Fundamental Restriction Funds": Fundamental Restriction with Respect to Loans (Proposal 3A): PHOENIX CA TAX-EXEMPT BOND FUND PHOENIX EQUITY SERIES FUND Phoenix Growth & Income Fund PHOENIX EQUITY TRUST Phoenix Mid-Cap Value Fund Phoenix Pathfinder Fund Phoenix Relative Value Fund Phoenix Total Value Fund Phoenix Worldwide Strategies Fund 30 PHOENIX INSTITUTIONAL MUTUAL FUNDS Phoenix Institutional Bond Fund Phoenix Low Duration Core Plus Bond Fund PHOENIX INVESTMENT SERIES FUND Phoenix Global Utilities Fund Phoenix Income & Growth Fund PHOENIX INVESTMENT TRUST 97 Phoenix Small-Cap Value Fund Phoenix Value Equity Fund PHOENIX INVESTMENT TRUST 06 Phoenix All-Cap Growth Fund Phoenix Nifty Fifty Fund Phoenix Small-Cap Growth Fund PHOENIX MULTI-PORTFOLIO FUND Phoenix Emerging Markets Bond Fund Phoenix International Strategies Fund Phoenix Real Estate Securities Fund PHOENIX MULTI-SERIES TRUST Phoenix High Yield Securities Fund Phoenix Multi-Sector Fixed Income Fund Phoenix Multi-Sector Short Term Bond Fund PHOENIX OPPORTUNITIES TRUST Phoenix Bond Fund Phoenix Earnings Driven Growth Fund Phoenix Growth Opportunities Fund PHOENIX PHOLIOs Phoenix Conservative Income PHOLIO Phoenix Diversifier PHOLIO Phoenix International PHOLIO Phoenix Wealth Accumulator PHOLIO Phoenix Wealth Builder PHOLIO Phoenix Wealth Guardian PHOLIO Phoenix Wealth Preserver PHOLIO PHOENIX PORTFOLIOS Phoenix Market Neutral Fund PHOENIX SERIES FUND Phoenix Balanced Fund Phoenix Capital Growth Fund Phoenix Core Bond Fund Phoenix High Yield Fund Phoenix Mid-Cap Growth Fund Phoenix Money Market Fund PHOENIX STRATEGIC EQUITY SERIES FUND Phoenix Dynamic Growth Fund Phoenix Fundamental Growth Fund Phoenix Strategic Growth Fund OTHER FUNDAMENTAL RESTRICTION FUNDS (PROPOSALS 3B AND 3C) --------------------------------------------------------- PHOENIX ASSET TRUST Phoenix Rising Dividends Fund Phoenix Small-Mid Cap Fund 31 PHOENIX ADVISER TRUST Phoenix Focused Value Fund Phoenix Foreign Opportunities Fund Changes in the Fundamental Investment Restrictions of the Phoenix Asset Trust (Proposal 3B): Investment of More Than 25% of Assets in Companies Engaged in One Industry Limits on Borrowing Issuance of Senior Securities Underwriting Activities Purchase and Sale of Real Estate Investment of Assets in a Single Open-End Investment Company Change of Status as a Diversified Series Purchase and Sale of Commodities and Commodities Contracts Lending Assets Changes in the Fundamental Investment Restrictions of the Phoenix Adviser Trust (Proposal 3C): Investment of More Than 25% of Assets in Companies Engaged in One Industry Limits on Borrowing Issuance of Senior Securities Underwriting Activities Purchase and Sale of Real Estate Lending Assets BACKGROUND Each of the Fundamental Restriction Funds operates in accordance with its investment objective, principal investment strategies and investment policies, which are described in either its prospectus or statement of additional information. A fund's investment policies are classified as either "fundamental" or "non-fundamental." Under the 1940 Act, investment policies relating to certain subjects must be classified as fundamental. Investment policies that are deemed fundamental can be changed only by a shareholder vote. In contrast, investment policies that are not fundamental may be changed by the Board of Trustees without shareholder approval. This Proposal is intended to modernize the fundamental investment policies of the Fundamental Restriction Funds as set forth below by amending or eliminating certain fundamental investment policies or reclassifying as non-fundamental any fundamental investment policy not required to be fundamental. There are three sub-proposals within Proposal 3, each relating to a certain group of fundamental restrictions. Shareholders are being asked to vote separately on each sub-proposal contained within this Proposal. If a sub-proposal is approved by shareholders at the Meeting, the proposed change to that fundamental investment policy will be adopted by the Fundamental Restriction Fund. Each approved sub-proposal will take effect when the Fundamental Restriction Fund's prospectus or statement of additional information is updated to reflect the changes. If shareholders fail to approve any sub-proposal in this Proposal, the current investment policy or policies contained in that sub-proposal will remain in effect. 32 BENEFIT OF CHANGES IN FUNDAMENTAL INVESTMENT POLICIES Changes to the Fundamental Restriction Funds' fundamental investment policies as proposed in the sub-proposals of this Proposal will benefit the Fundamental Restriction Funds and their shareholders for the following reasons: First, each of these changes is designed to provide the applicable Fundamental Restriction Fund with greater investment flexibility to pursue its investment objective and principal investment strategies and respond to a changing investment environment. Second, the proposed changes would not affect the Fundamental Restriction Funds' investment objectives and investment strategies. Moreover, should shareholders approve the proposed changes, the Fundamental Restriction Funds do not intend to change their objective or investment strategies. Furthermore, these changes, individually and in the aggregate, generally should not result in a substantial change in the manner in which the Fundamental Restriction Funds are currently being managed. Third, by reducing to a minimum those policies that can be changed only by shareholder vote, the Fundamental Restriction Funds in the future may be able to avoid the costs and delay associated with holding shareholder meetings to address issues relating to fundamental investment policies. Finally, as described more fully below, many of the fundamental restrictions of the Funds of the Phoenix Asset Trust and the Phoenix Adviser Trust do not conform to the standard fundamental investment restrictions of other Funds in the Phoenix Fund Complex. The proposed changes would allow for consistency across all of the Funds in the Phoenix Fund Complex and consequently improve administrative efficiency and enhance the ability to maintain a robust compliance infrastructure. PROPOSAL 3A: FUNDAMENTAL RESTRICTION WITH RESPECT TO LOANS Under the 1940 Act, a mutual fund must have a fundamental policy regarding lending. The current fundamental investment restriction is more restrictive than mandated by the 1940 Act and could be read to prohibit investments in loan participations and assignments which are unfunded. The proposed restriction is consistent with the 1940 Act requirements and industry standards. The Board has evaluated this Proposal and believes the modification will enhance the investment advisers' ability to execute the investment strategies of the Funds. Current Fundamental Restriction Proposed Fundamental Restriction ------------------------------- -------------------------------- The funds may not make loans, except The funds may not lend securities that the funds may (i) lend portfolio or make any other loans if, as a securities, (ii) enter into repurchase result, more than 33 1/3% of its agreements, (iii) purchase all or a total assets would be lent to portion of an issue of debt other parties except that the securities, bank loan participation funds may purchase debt interests, bank certificates of deposit, securities, may enter into bankers' acceptances, debentures or other repurchase agreements, may lend securities, whether or not the purchase portfolio securities and may is made upon the original issuance of the acquire loans, loan participations securities and (iv) participate in an and assignments (both funded and interfund lending program with other unfunded) and other forms of debt registered investment companies. instruments. PROPOSAL 3B: CHANGES IN THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE PHOENIX ASSET TRUST TO CONFORM TO THE STANDARD FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE PHOENIX FUNDS 33 The Phoenix Asset Trust (formerly the Phoenix-Kayne Funds) became part of the Phoenix Fund Complex in 2002. Therefore, many of the fundamental investment restrictions of the Phoenix Asset Trust do not conform to the standard fundamental investment restrictions of other Funds in the Phoenix Fund Complex. The proposed fundamental investment restrictions set forth below are intended to conform the fundamental investment restrictions of the Phoenix Asset Trust to the language of the standard fundamental investment restrictions of other Funds in the Phoenix Fund Complex. With the exception of the proposal relating to investment of assets in a single, open-end investment company, there are no material differences between the current fundamental restrictions and the proposed fundamental restrictions set forth below. The Board believes that execution of the investment strategy and implementation of appropriate compliance protocols will be enhanced by utilizing consistent language across the Funds in the Phoenix Fund Complex. Investment of Assets in a Single, Open-end Investment Company Current Fundamental Restriction Proposed Fundamental Restriction ------------------------------- -------------------------------- Notwithstanding any other fundamental None. The current fundamental investment restriction or policy, each restriction is not required by the fund reserves the right to invest all 1940 Act. of its assets in the securities of a single, open-end investment company with substantially the same fundamental investment objectives, restrictions and policies as that fund. Change of Status as a Diversified Series Current Fundamental Restriction Proposed Fundamental Restriction ------------------------------- -------------------------------- Each fund may not change its status as a The fund may not with respect to diversified series, which requires that 75% of its total assets, purchase each fund, with respect to 75% of its securities of an issuer (other than total assets, not invest in the securities the U.S. Government, its agencies, of any one issuer (other than the U.S. instrumentalities or authorities or Government and its agencies and repurchase agreements instrumentalities) if immediately after collateralized by U.S. Government and as a result of such investment more securities and other investment than 5% of the total assets of the fund companies), if: (a) such purchase would be invested in such issuer (the would, at the time, cause more than remaining 25% of the fund's total assets 5% of the fund's total assets may be invested without restriction taken at market value to be except to the extent other investment invested in the securities of such restrictions may be applicable). issuer; or (b) such purchase would, at the time, result in more than 10% of the outstanding voting securities of such issuer being held by the fund. Investment of More Than 25% of Assets in Companies Engaged in One Industry Current Fundamental Restriction Proposed Fundamental Restriction ------------------------------- -------------------------------- Each fund may not invest 25% or more of The fund may not purchase the value of the fund's total assets in securities if, after giving effect the securities of companies engaged in to the purchase, more than 25% of any one industry (except securities issued its total assets would be invested by the U.S. Government, its agencies in the securities of one or more and instrumentalities or tax-exempt issuers conducting their principal securities issued by state governments business activities in the same or political subdivisions). industry (excluding the U.S. Government, its agencies or instrumentalities). Limits on Borrowing 34 Current Fundamental Restriction Proposed Fundamental Restriction ------------------------------- -------------------------------- Each fund may not borrow money, except The fund may not borrow money, each fund may enter into bank loans for except (i) in amounts not to exceed temporary or emergency purposes or engage one third of the value of the in any otherwise permissible leveraging fund's total assets (including the activities (including reverse repurchase amount borrowed) from banks, and agreements and dollar roll transactions (ii) up to an additional 5% of its that are accounted for as financings) in total assets from banks or other an amount not in excess of one-third lenders for temporary purposes. of the value of the fund's total assets For purposes of this restriction, (at the lesser of acquisition cost or (a) investment techniques such as current market value). No investments margin purchases, short sales, will be made by any fund if its borrowings forward commitments, and roll exceed 10% of total assets. transactions (b) investments in instruments such as futures contracts, swaps, and options and (c) short-term credits extended in connection with trade clearance and settlement, shall not constitute borrowing. Issuance of Senior Securities Current Fundamental Restriction Proposed Fundamental Restriction ------------------------------- -------------------------------- Each fund may not issue senior securities, The fund may not issue "senior as defined in the 1940 Act, except that securities" in contravention of the this restriction shall not be deemed to 1940 Act. Activities permitted by prohibit the fund from making otherwise the SEC exemptive orders or staff permissible borrowings, mortgages or interpretations shall not be deemed pledges, or entering into permissible prohibited by this restriction. reverse repurchase agreements and dollar roll transactions, and options transactions, or issuing shares of beneficial interest in multiple classes. Underwriting Activities Current Fundamental Restriction Proposed Fundamental Restriction ------------------------------- -------------------------------- Each fund may not underwrite securities The fund may not underwrite the of any other company, except that the securities issued by other persons, fund may invest in companies that engage except to the extent that, in in such businesses, and except to the connection with the disposition of extent that the fund may be considered portfolio securities, the fund may an underwriter within the meaning of be deemed to be an underwriter the 1933 Act in the disposition of under applicable law. restricted securities. 35 Purchase and Sale of Real Estate Current Fundamental Restriction Proposed Fundamental Restriction ------------------------------- -------------------------------- Each fund may not purchase or sell real The fund may not purchase or sell estate, except that the fund may invest real estate, except that the fund in securities secured by real estate may (i) acquire or lease office or real estate interests, or issued space for its own use, (ii) invest by companies, including real estate in securities of issuers that investment trusts, that invest in invest in real estate or interests real estate or real estate interests. therein, (iii) invest in mortgage-related securities and other securities that are secured by real estate interests therein, and (iv) hold and sell real estate acquired by the fund as a result of the ownership of securities. Purchase and Sale of Commodities and Commodities Contracts Current Fundamental Restriction Proposed Fundamental Restriction ------------------------------- -------------------------------- Each fund may not purchase or sell The fund may not purchase or sell commodities or commodity contracts, commodities or commodity contracts, except that the fund may invest in except that the fund may purchase companies that engage in such businesses and sell derivatives (including but to the extent otherwise permitted by the not limited to, options, futures fund's investment policies and contracts and options on futures restrictions and by applicable law, and contracts) whose value is tied to may engage in otherwise permissible the value of a financial index or a options and futures activities as financial instrument or other asset described in the prospectus and the (including but not limited to, statement of additional information securities indexes, interest rates, (such as foreign currency hedging). securities, currencies and physical commodities). Lending Assets Current Fundamental Restriction Proposed Fundamental Restriction ------------------------------- -------------------------------- Each fund may not make loans of The fund may not lend securities or more than one-third of the fund's make any other loans if, as a net assets, including loans of result, more than 33 1/3% of its securities, except that the fund total assets would be lent to other may, subject to the other parties except that the fund may restrictions or policies stated purchase debt securities, may enter herein, purchase debt securities or into repurchase agreements, may enter into repurchase agreements lend portfolio securities and may with banks or other institutions to acquire loans, loan participations the extent a repurchase agreement and assignments (both funded and is deemed to be a loan. unfunded) and other forms of debt instruments. PROPOSAL 3C: CHANGES IN THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUNDS OF THE PHOENIX ADVISER TRUST TO CONFORM TO THE STANDARD FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE PHOENIX FUNDS The Funds of the Phoenix Adviser Trust became part of the Phoenix Fund Complex in June 2005. Therefore, many of the fundamental investment restrictions of the Funds of the Phoenix Adviser Trust do not conform to the standard fundamental investment restrictions of other Funds in the Phoenix Fund Complex. The proposed fundamental investment restrictions set forth below are intended to conform the fundamental investment restrictions of the Funds of the Phoenix Adviser Trust to the language of the standard fundamental investment restrictions of other Funds in the Phoenix Fund Complex. There are no material differences between the current fundamental restrictions and the proposed fundamental restrictions set forth below. The Board believes that execution of the investment strategy and 36 implementation of appropriate compliance protocols will be enhanced by utilizing consistent language across the Funds in the Phoenix Fund Complex. Investment of More Than 25% of Assets in Companies Engaged in One Industry Current Fundamental Restriction Proposed Fundamental Restriction ------------------------------- -------------------------------- Each fund may not, purchase a security if, The fund may not purchase after giving effect to the purchase, securities, if after giving effect 25% or more of its total assets would be to the purchase, more than 25% of invested in the securities of one or its total assets would be invested more issuers conducting their principal in the securities of one or more business activities in the same industry issuers conducting their principal (other than U.S. Government securities). business activities in the same industry (excluding the U.S. Government, its agencies or instrumentalities). Limits on Borrowing Current Fundamental Restriction Proposed Fundamental Restriction ------------------------------- -------------------------------- Each fund may not, borrow money, The fund may not borrow money, except as permitted under the 1940 except (i) in amounts not to exceed Act, as amended, or any regulation one third of the value of the thereunder, as the same may be fund's total assets (including the interpreted by the SEC staff, from amount borrowed) from banks, and time to time, or as permitted by an (ii) up to an additional 5% of its exemptive order obtained from the total assets from banks or other SEC. lenders for temporary purposes. For purposes of this restriction, (a) investment techniques such as margin purchases, short sales, forward commitments, and roll transactions, (b) investments in instruments such as futures contracts, swaps, and options and (c) short-term credits extended in connection with trade clearance and settlement, shall not constitute borrowing. Issuance of Senior Securities Current Fundamental Restriction Proposed Fundamental Restriction ------------------------------- -------------------------------- Each fund may not issue "senior The fund may not issue "senior securities" except as permitted securities" in contravention of the under the 1940 Act, as amended, or 1940 Act. Activities permitted by any regulation thereunder, as the the SEC exemptive orders or staff same may be interpreted by the SEC interpretations shall not be deemed staff from time to time, or as prohibited by this restriction. permitted by an exemptive order obtained from the SEC. Underwriting Activities Current Fundamental Restriction Proposed Fundamental Restriction ------------------------------- -------------------------------- Each fund may not engage in the The fund may not underwrite the business of underwriting securities securities issued by other persons, issued by others, except to the except to the extent that, in extent that a fund may be connection with the disposition of considered to be an underwriter portfolio securities, the fund may within the meaning of the be deemed to be an underwriter Securities Act of 1933 in the under applicable law. disposition of restricted securities or in connection with its investments in other investment companies. 37 Purchase and Sale of Real Estate Current Fundamental Restriction Proposed Fundamental Restriction ------------------------------- -------------------------------- Each fund may not purchase or sell The fund may not purchase or sell real estate except that the funds real estate, except that the fund may (i) invest in securities of may (i) acquire or lease office issuers that invest in real estate space for its own use, (ii) invest or interests therein, (ii) invest in securities of issuers that in mortgage-related securities and invest in real estate or interests other securities that are secured therein, (iii) invest in by real estate interests therein, mortgage-related securities and (iii) hold and sell real estate other securities that are secured acquired by the fund as a result of by real estate interests therein, the ownership of securities. and (iv) hold and sell real estate acquired by the fund as a result of the ownership of securities. Lending Assets Current Fundamental Restriction Proposed Fundamental Restriction ------------------------------- -------------------------------- Each fund may not make loans, The fund may not lend securities or except that the funds may (i) lend make any other loans if, as a portfolio securities, (ii) enter result, more than 33 1/3% of its into repurchase agreements, (iii) total assets would be lent to other purchase all or a portion of an parties except that the fund may issue of debt securities, bank loan purchase debt securities, may enter participation interests, bank into repurchase agreements, may certificates of deposit, bankers' lend portfolio securities and may acceptances, debentures or other acquire loans, loan participations securities, whether or not the and assignments (both funded and purchase is made upon the original unfunded) and other forms of debt issuance of the securities and (iv) instruments. participate in an interfund lending program with other registered investment companies. REQUIRED VOTE The amendment, elimination, or reclassification of certain fundamental investment restrictions for each of the Fundamental Restriction Funds requires a Majority Vote of the shareholders of each of the Fundamental Restriction Funds. BOARD APPROVAL OF PROPOSED CHANGES TO CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUNDAMENTAL RESTRICTION FUNDS At a meeting held on March 23, 2006, each Board of the Fundamental Restriction Funds, including the Disinterested Trustees, reviewed the Proposals and determined that the Proposals would benefit the applicable Fundamental Restriction Fund and its shareholders because of the added investment flexibility, lower costs and avoidance of delays associated with proxy solicitations and improved administrative efficiency and compliance infrastructure that would result from approval of the Proposals. In addition, each Board, including the Disinterested Trustees, concluded that the ability of a subadviser to manage the Fundamental Investment Funds' portfolios in a changing regulatory or investment environment would be enhanced and that investment management opportunities would be increased by the proposed changes. Accordingly, each Board, including the Disinterested Trustees, concluded that it would be in the best interests of the applicable Fundamental Restriction Fund and its shareholders, to approval the Proposal. PROPOSAL 4: RECLASSIFICATION OF THE INVESTMENT OBJECTIVE FROM FUNDAMENTAL TO NON-FUNDAMENTAL 38 This proposal applies to each of the Investment Objective Funds, as named below. PHOENIX ASSET TRUST Phoenix Rising Dividends Fund Phoenix Small-Mid Cap Fund PHOENIX CA TAX-EXEMPT BOND FUND PHOENIX EQUITY SERIES FUND Phoenix Growth & Income Fund PHOENIX EQUITY TRUST Phoenix Worldwide Strategies Fund PHOENIX INSTITUTIONAL MUTUAL FUNDS Phoenix Institutional Bond Fund PHOENIX INVESTMENT SERIES FUND Phoenix Income & Growth Fund (Primary Objective) PHOENIX INVESTMENT TRUST 06 Phoenix All-Cap Growth Fund Phoenix Nifty Fifty Fund Phoenix Small-Cap Growth Fund PHOENIX INVESTMENT TRUST 97 Phoenix Small Cap Value Fund Phoenix Value Equity Fund PHOENIX MULTI-PORTFOLIO FUND Phoenix Emerging Markets Bond Fund Phoenix International Strategies Fund Phoenix Real Estate Securities Fund PHOENIX MULTI-SERIES TRUST Phoenix Multi-Sector Fixed Income Fund Phoenix Multi-Sector Short Term Bond Fund PHOENIX OPPORTUNITIES TRUST Phoenix Bond Fund Phoenix Earnings Driven Growth Fund PHOENIX PHOLIOs Phoenix Wealth Builder PHOLIO Phoenix Wealth Guardian PHOLIO PHOENIX SERIES FUND Phoenix Balanced Fund Phoenix Capital Growth Fund Phoenix Core Bond Fund Phoenix High Yield Fund Phoenix Mid-Cap Growth Fund Phoenix Money Market Fund PHOENIX STRATEGIC EQUITY SERIES FUND Phoenix Strategic Growth Fund RECLASSIFICATION OF INVESTMENT OBJECTIVE Every registered investment company is required to state its investment objective, i.e., the goal of its investment program, in its prospectus. There is no requirement that a fund's investment objective be fundamental, i.e., that shareholder approval be required to change it, but many funds, including all of the Investment Objective Funds, have stated that their investment objectives are fundamental. The Board of Trustees has approved a proposal to make each Investment Objective Fund's investment objective non-fundamental. If approved by shareholders, this change would mean that the Board would be able to 39 change a Investment Objective Fund's investment objective in the future without further action by shareholders. This change would enhance an Investment Objective Fund's flexibility by allowing a Board to more easily alter the Investment Objective Fund's investment objective when the Board believes it is in the best interests of shareholders or when necessary to comply with possible future regulatory changes. Of course, Investment Objective Funds' shareholders would receive notice--prior to its implementation--of any change to an Investment Objective Fund's investment objective that has been approved by the Board. This change would also eliminate the costly expense of and unnecessary delays associated with proxy solicitations. REQUIRED VOTE The approval of this proposal requires a Majority Vote of the shareholders of each of the Investment Objective Funds. BOARD APPROVAL OF PROPOSAL TO RECLASSIFY INVESTMENT OBJECTIVE OF THE INVESTMENT OBJECTIVE FUNDS At a meeting held on February 15, 2006, each Board of the Investment Objective Funds, including the Disinterested Trustees, reviewed the Proposal and determined that the Proposal would benefit the applicable Investment Objective Fund and its shareholders because of the increased flexibility and reduction in costs and delays associated with proxy solicitations that would result from the approval of the Proposal. Accordingly, each Board of the Investment Objective Funds, including the Disinterested Trustees, concluded that it would be in the best interests of the applicable Investment Objective Fund and its shareholders, to approve the Proposal. PROPOSAL 5: APPROVAL OF A PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE TRUSTS SELECTION OF PRICEWATERHOUSECOOPERS LLC Each Board of Trustees, including a majority of the Disinterested Trustees, have selected PricewaterhouseCoopers LLC ("PricewaterhouseCoopers") to act as the independent registered public accounting firm for each Trust's fiscal year. The Trusts' 2006 fiscal year ends are: Phoenix Adviser Trust -- February 28 Phoenix Asset Trust -- December 31 Phoenix CA Tax-Exempt Bond Fund -- April 30 Phoenix Equity Series Fund -- August 31 Phoenix Equity Trust -- June 30 Phoenix Institutional Mutual Funds -- December 31 Phoenix Investment Series Fund -- April 30 Phoenix Investment Trust 97 -- August 31 Phoenix Investment Trust 06 -- December 31 Phoenix Multi-Portfolio Fund -- November 30 Phoenix Multi-Series Trust -- October 31 Phoenix Opportunities Trust -- September 30 Phoenix PHOLIOs -- July 31 Phoenix Portfolios -- October 31 Phoenix Series Fund -- October 31 Phoenix Strategic Equity Series Fund -- April 30 40 PricewaterhouseCoopers has acted as the independent registered accounting firm for each Trust for many years. Each Board's selection was approved by its Audit Committee at a meeting held on May 18, 2006. The Audit Committee meets at least twice a year with representatives of PricewaterhouseCoopers to discuss the scope of their engagement and review the financial statements of the Funds and the results of their examinations thereof. REQUIRED VOTE The approval of this proposal requires a Majority Vote of the shareholders of each of the Trusts. BOARD APPROVAL OF SELECTION OF PRICEWATERHOUSECOOPERS LLC Each Board recommends a vote "FOR" the selection of PricewaterhouseCoopers LLC as the independent registered public accounting firm for the Trusts. The following table sets forth the aggregate fees billed by PricewaterhouseCoopers for each Trust's 2005 fiscal year for professional services rendered for: (i) the audit of the Trust's annual financial statements and the review of financial statements included in the Trust's reports to shareholders; (ii) assurance and related services that are reasonably related to the audit of the Trust's financial statements, (iii) tax compliance, tax advice or tax planning and (iv) all services other than (i), (ii) and (iii).

The Trusts' Audit Committee has adopted procedures to pre-approve audit and non-audit services for the Trusts and PIC and any entity controlling, controlled by or under common control with PIC to the extent that the engagement relates directly to the operations and financial reporting of registered investment companies (the "Advisers and Advisers' Affiliates"). These procedures identify certain types of audit and non-audit services that are anticipated to be provided by PricewaterhouseCoopers during a calendar year and, provided the services are within the scope and value standards set forth in the procedures, pre-approve those engagements. The scope and value criteria are reviewed annually. These procedures require both audit and non-audit services to be approved by the Audit Committee prior to 41 engagement of PricewaterhouseCoopers. In recommending PricewaterhouseCoopers as the Funds' independent registered public accounting firm, the Audit Committee has considered the compensation provided to PricewaterhouseCoopers for audit and non-audit services to the Advisers and Advisers' Affiliates and has determined that such compensation is not incompatible with maintaining PricewaterhouseCoopers' independence. The aggregate amount of non-audit fees paid by the Trusts, the Advisers and an Advisers' Affiliate for services provided to the Trusts, the Advisers and an Advisers' Affiliate, which includes amounts described above, were $1,877,791 and $892,561 for the years ending December 31, 2004 and 2005. All such non-audit services were pre-approved in accordance with the Trusts' policy. PricewaterhouseCoopers has advised the Trusts that it has no direct or indirect financial interest in any of the Trusts. The enclosed proxy card provides space for instructions directing the proxies named on the card to vote for, against, or abstain from ratifying that selection. Representatives of PricewaterhouseCoopers are not expected to be present at the Meeting but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence. SHARE OWNERSHIP INFORMATION The table in Appendix F sets forth information about those shareholders who beneficially owned 5% or more of the outstanding shares of the Trusts as of the Record Date. PORTFOLIO TRANSACTIONS The Funds do not allocate portfolio brokerage on the basis of the sales of shares, although brokerage firms whose customers purchase shares of the Funds may participate in brokerage commissions. The Funds do not make portfolio transactions through affiliated brokers. OTHER BUSINESS The Board of Trustees knows of no other business to be brought before the Meeting. If other business should properly come before the Meeting, the proxy holders will vote thereupon in their discretion. Under the provisions of the Trusts' charter documents and applicable law, no annual meeting of shareholders is required, and the Trusts do not currently intend to hold such a meeting. Ordinarily, there will be no shareholder meeting unless required by the 1940 Act or otherwise. Shareholder proposals for inclusion in the proxy statement for any subsequent meeting must be received by the Trusts within a reasonable period of time prior to any such shareholder meeting. Shareholders collectively holding at least 10% of the outstanding shares of each Trust may request a shareholder meeting at any time for the purpose of voting to remove one or more of the Trustees. The Trusts will assist in communicating to other shareholders about such meeting. 42 PLEASE VOTE BY LOGGING ON TO THE INTERNET AT HTTPS://VOTE.PROXY-DIRECT.COM OR BY TELEPHONE BY CALLING TOLL-FREE 1-877-779-8683 OR BY COMPLETING THE ENCLOSED PROXY CARD(S) AND RETURNING THE CARD(S) BY [ ], 2006 IN THE ENCLOSED SELF-ADDRESSED, POSTAGE-PAID ENVELOPE. By order of the Board of Trustees /s/ Kevin J. Carr ------------------ Name: Kevin Carr, Esq. Title: Secretary 43 APPENDIX A SHARES OF THE TRUSTS/FUNDS OUTSTANDING ON THE RECORD DATE

A-1

A-2

In addition, Phoenix Institutional Bond Fund series and Phoenix Low Duration Core Plus Bond Fund series of Phoenix Institutional Mutual Funds had ______ and ______ shares of Class Y outstanding, respectively; and Phoenix Multi-Sector Short Term Bond Fund series of Phoenix Multi-Series Trust had ___ shares of Class T outstanding on the Record Date. A-3 APPENDIX B NOMINEE OWNERSHIP OF EQUITY SECURITIES OF THE TRUSTS/FUNDS

B-1

B-2

B-3 APPENDIX C COMPENSATION OF THE TRUSTEES FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2005

(1) Amounts shown includes $62,500 deferred pursuant to the Phoenix Funds' deferred compensation plan. The Trusts do not maintain pension or retirement plans. However, the Phoenix Funds have a deferred compensation plan. Each Trustee who is not currently employed by PIC, or any of its affiliates, is entitled to a consolidated fee schedule that applies across all funds in the Phoenix Fund Complex. This schedule consists of an annual retainer of $60,000 for Board members, $5,000 for Audit Committee members, $3,000 for Governance and Nominating Committee members and $6,000 for Executive and Compliance Committee members. Each Board member was entitled to a fee of $4,000 for each in person meeting and $1,250 for each telephonic meeting. Each Audit Committee member was entitled to $3,000 for each in person meeting and $1,500 for each telephonic meeting. Each Governance and Nominating Committee member was entitled to $2,500 for each meeting attended in person and $1,000 for each telephonic meeting. Each Executive and Compliance Committee member was entitled to $5,000 for each meeting attended in person and $1,500 for each telephonic meeting. The Chairperson of the Audit Committee receives an additional $6,000 retainer fee. The Chairperson of the Governance and Nominating Committee receives an additional $3,000 retainer fee. The foregoing fees do not include the reimbursement of expenses incurred in connection with meeting attendance. Officers and employees of PIC or an affiliate of PIC who are interested persons are compensated by PIC, or an affiliate of PIC, and receive no compensation from the Funds. C-1 APPENDIX D EXECUTIVE OFFICERS OF THE TRUSTS Unless otherwise noted, the information provided in the second column of the table below regarding the position held and length of time served applies to all of the Trusts. The address of each individual, unless otherwise noted, is 56 Prospect Street, Hartford, CT 06115-0480.

D-1

D-2 APPENDIX E SUBADVISERS OF THE FUNDS SUBADVISERS AFFILIATED WITH PIC ------------------------------- Duff & Phelps Investment Management Co. ("Duff & Phelps") is subadviser to Phoenix Global Utilities Fund and Phoenix Real Estate Securities Fund and is located at 55 East Monroe Street, Chicago, Illinois 60603. Duff & Phelps is an indirect, wholly-owned subsidiary of Phoenix Investment Partners, Ltd. ("PXP). The Phoenix Companies, Inc. ("PNX") of Hartford, Connecticut is the sole shareholder of PXP. Engemann Asset Management ("EAM") is subadviser to Phoenix All-Cap Growth Fund, Phoenix Nifty Fifty Fund and Phoenix Small-Cap Growth Fund and is located at 600 North Rosemead Boulevard, Pasadena, California 91107. EAM is a wholly-owned subsidiary of Pasadena Capital Corporation, which is a wholly-owned subsidiary of PXP, which is an indirect, wholly-owned subsidiary of PNX. Euclid Advisors LLC ("Euclid") is subadviser to Phoenix Market Neutral Fund and Phoenix Small-Cap Value Fund and is located at 900 Third Avenue, New York, NY 10022. Euclid is a wholly-owned subsidiary of Phoenix/Zweig, which is a wholly-owned subsidiary of PXP, which is an indirect, wholly-owned subsidiary of PNX. Kayne Anderson Rudnick Investment Management, LLC ("Kayne") is subadviser to Phoenix Quality Small-Cap Fund, Phoenix Rising Dividends Fund, Phoenix Small-Cap Sustainable Growth Fund and Phoenix Small Mid-Cap Fund and is located at 1800 Avenue of the Stars, Los Angeles, California 90067. Kayne is a wholly-owned subsidiary of PXP, which is an indirect, wholly-owned subsidiary of PNX. Seneca Capital Management LLC ("Seneca") is subadviser to Phoenix Bond Fund, Phoenix Earnings Driven Growth Fund, Phoenix High Yield Fund, Phoenix High Yield Securities Fund and Phoenix Strategic Growth Fund and is located at 909 Montgomery Street, San Francisco, California 94133. Seneca is an indirect, wholly-owned subsidiary of PNX. SUBADVISERS UNAFFILIATED WITH PIC --------------------------------- Acadian Asset Management, Inc. ("Acadian") is subadviser to Phoenix International Strategies Fund, Phoenix Pathfinder Fund, Phoenix Total Value Fund, Phoenix Value Equity Fund and Phoenix Worldwide Strategies Fund and is located at One Post Office Square, Boston, Massachusetts 02102. Acadian is a wholly-owned subsidiary of Old Mutual Asset Managers (US) LLC, which is wholly-owned by Old Mutual (US) Holdings, Inc. Old Mutual (US) Holdings, Inc. is wholly-owned by OM Group (UK) Limited. OM (UK) Limited is wholly-owned by Old Mutual PLC. Bennett Lawrence Management, LLC ("Bennett Lawrence") is subadviser to Phoenix Dynamic Growth Fund and is located at 757 Third Avenue, New York, New York 10017. CastleArk Management, LLC ("CastleArk") is subadviser to Phoenix Fundamental Growth Fund and is located at 1 North Wacker Drive, Chicago, Illinois 60606. Golden Capital Management, LLC ("Golden") is subadviser to Phoenix Relative Value Fund and Phoenix Total Value Fund and is located at Five Resource Square, 10715 David Taylor Drive, Charlotte, North Carolina 28262. Golden is majority-owned by its principals and employees and is a minority-owned subsidiary of Wachovia Corporation. E-1 Harris Investment Management, Inc. ("Harris") is subadviser to Phoenix Capital Growth Fund, Phoenix Mid-Cap Growth Fund and Phoenix Total Value Fund and is located at 190 South LaSalle, Street, P.O. Box 755, Chicago, Illinois 60690. Harris is a wholly-owned subsidiary of Harris Bankcorp, Inc. which is wholly-owned by Harris Financial Corp. Harris Financial Corp. is wholly-owned by Bank of Montreal, a publicly-traded Canadian banking institution. HSBC Halbis Partners (USA) Inc. ("HSBC") is subadviser to Phoenix Emerging Markets Bond Fund and is located at 452 Fifth Avenue, New York, NY 10018. HSBC is a wholly-owned subsidiary of Halbis Partners (UK) Limited, which is wholly-owned by HSBC Group Investment Business Limited. HSBC Investment Business Limited is wholly-owned by HSBC Investment Bank Holdings PLC, which is wholly-owned by HSBC Holdings PLC. New Star Institutional Managers Limited ("New Star") is subadviser to Phoenix International Strategies Fund and Phoenix Worldwise Strategies Fund is located at 1 Knightsbridge Green, London, United Kingdom SW1X7NE. New Star is wholly-owned by New Star Institutional Managers Holdings Limited, which is wholly-owned by New Star Asset Management Group Limited. Sasco Capital, Inc. ("Sasco") is subadviser to Phoenix Mid-Cap Value Fund and is located at 10 Sasco Hill Road, Fairfield, Connecticut 06824. Turner Investment Partners, Inc. ("Turner") is subadviser to Phoenix Growth Opportunities Fund and is located at 1205 Westlakes Drive, Suite 100, Berwyn, Pennsylvania 19312. Turner is a professional investment management firm founded in March 1990. Turner has provided investment advisory services to investment companies since 1992. As of March 31, 2006, Turner had approximately $21.3 billion in assets under management. Vontobel Asset Management ("Vontobel") is subadviser to Phoenix Focused Value Fund and Phoenix Foreign Opportunities Fund and is located at 450 Park Avenue, New York, New York 10022. Vontobel is a wholly-owned and controlled subsidiary of Vontobel Holding AG, a Swiss bank holding company, having its registered offices in Zurich, Switzerland. E-2 APPENDIX F SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF THE TRUSTS/FUNDS [TO COME] F-1 EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE SIGN, DATE AND RETURN YOUR VOTING INSTRUCTIONS TODAY! Your Proxy Vote is important! Please detach at perforation before mailing PROXY PHOENIX ADVISER TRUST PROXY PHOENIX ASSET TRUST (formerly PHOENIX-KAYNE FUNDS) PHOENIX CA TAX-EXEMPT BOND FUND PHOENIX EQUITY SERIES FUND PHOENIX EQUITY TRUST PHOENIX INSTITUTIONAL MUTUAL FUNDS PHOENIX INVESTMENT SERIES FUND PHOENIX INVESTMENT TRUST 97 PHOENIX INVESTMENT TRUST 06 (formerly PHOENIX-ENGEMANN FUNDS) PHOENIX MULTI-PORTFOLIO FUND PHOENIX MULTI-SERIES TRUST PHOENIX OPPORTUNITIES TRUST PHOENIX PHOLIOs PHOENIX PORTFOLIOS PHOENIX SERIES FUND PHOENIX STRATEGIC EQUITY SERIES FUND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON October 31, 2006 The undersigned shareholder(s) of Phoenix Adviser Trust, Phoenix Asset Trust, Phoenix CA Tax-Exempt Bond Fund, Phoenix Equity Series, Phoenix Equity Trust, Phoenix Institutional Mutual Funds, Phoenix Investment Series Fund, Phoenix Investment Trust 97, Phoenix Investment Trust 06, Phoenix Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix Opportunities Trust, Phoenix PHOLIOs, Phoenix Portfolios, Phoenix Series Fund and Phoenix Strategic Equity Series Fund, revoking previous proxies, hereby appoints Kevin J. Carr, Vallerie A. Atwood and Ann Spooner, or any one of them true and lawful attorneys with power of substitution of each, to vote all shares which the undersigned is entitled to vote, at the Special Meeting of Shareholders to be held on October 31, 2006, at the offices of Phoenix Investment Partners, Ltd., 56 Prospect Street, Hartford, Connecticut 06103, at 2 p.m. Eastern Time, and at any adjournment thereof as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the meeting. Phoenix Adviser Trust, Phoenix Asset Trust, Phoenix CA Tax-Exempt Bond Fund, Phoenix Equity Series, Phoenix Equity Trust, Phoenix Institutional Mutual Funds, Phoenix Investment Series Fund, Phoenix Investment Trust 97, Phoenix Investment Trust 06, Phoenix Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix Opportunities Trust, Phoenix PHOLIOs, Phoenix Portfolios, Phoenix Series Fund and Phoenix Strategic Equity Series Fund, each a Delaware statutory trust, are referred to herein as the "Trusts." The Funds identified in Proposal 2 of the Proxy Statement are referred to herein as the "Manager-of-Managers Funds." The Funds identified in Proposal 3 of the Proxy Statement are referred to herein as the "Fundamental Restriction Funds." The Funds identified in Proposal 4 are referred to herein as the "Investment Objective Funds." RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY STATEMENT IS HEREBY ACKNOWLEDGED. THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL IF NO CHOICE IS INDICATED. Note: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing as attorney, executor, administrator, trustee, guardian or as custodian for a minor, please sign your name and give your full title as such. If signing on behalf of a corporation, please sign the full corporate name and your name and indicate your title. If you are a partner signing for a partnership, please sign the partnership name, your name and indicate your title. Joint owners should each sign these instructions. Please sign, date and return. _____________________________________ Signature and Title, if applicable _____________________________________ Signature (if held jointly) Date___________________________, 2006 PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES EVERY SHAREHOLDER'S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! TRUSTS ------ PHOENIX ADVISER TRUST Phoenix Focused Value Fund [NUMBER OF SHARES OWNED] Phoenix Foreign Opportunities Fund [NUMBER OF SHARES OWNED] PHOENIX ASSET TRUST Phoenix Rising Dividends Fund [NUMBER OF SHARES OWNED] Phoenix Small-Mid Cap Fund [NUMBER OF SHARES OWNED] PHOENIX CA TAX-EXEMPT BOND FUND [NUMBER OF SHARES OWNED] PHOENIX EQUITY SERIES FUND Phoenix Growth & Income Fund [NUMBER OF SHARES OWNED] PHOENIX EQUITY TRUST Phoenix Mid-Cap Value Fund [NUMBER OF SHARES OWNED] Phoenix Pathfinder Fund [NUMBER OF SHARES OWNED] Phoenix Relative Value Fund [NUMBER OF SHARES OWNED] Phoenix Total Value Fund [NUMBER OF SHARES OWNED] Phoenix Worldwide Strategies Fund [NUMBER OF SHARES OWNED] PHOENIX INSTITUTIONAL MUTUAL FUNDS Phoenix Institutional Bond Fund [NUMBER OF SHARES OWNED] Phoenix Low-Duration Core Plus Bond Fund [NUMBER OF SHARES OWNED] PHOENIX INVESTMENT SERIES FUND Phoenix Global Utilities Fund [NUMBER OF SHARES OWNED] Phoenix Income & Growth Fund [NUMBER OF SHARES OWNED] PHOENIX INVESTMENT TRUST 06 Phoenix All-Cap Growth Fund [NUMBER OF SHARES OWNED] Phoenix Nifty Fifty Fund [NUMBER OF SHARES OWNED] Phoenix Small-Cap Growth Fund [NUMBER OF SHARES OWNED] PHOENIX INVESTMENT TRUST 97 Phoenix Small-Cap Value Fund [NUMBER OF SHARES OWNED] Phoenix Value Equity Fund [NUMBER OF SHARES OWNED] PHOENIX MULTI-PORTFOLIO FUND Phoenix Emerging Markets Bond Fund [NUMBER OF SHARES OWNED] Phoenix International Strategies Fund [NUMBER OF SHARES OWNED] Phoenix Real Estate Securities Fund [NUMBER OF SHARES OWNED] PHOENIX MULTI-SERIES TRUST Phoenix High Yield Securities Fund [NUMBER OF SHARES OWNED] Phoenix Multi-Sector Fixed Income Fund [NUMBER OF SHARES OWNED] Phoenix Multi-Sector Short Term Bond Fund [NUMBER OF SHARES OWNED] PHOENIX OPPORTUNITIES TRUST Phoenix Bond Fund [NUMBER OF SHARES OWNED] Phoenix Earnings Driven Growth Fund [NUMBER OF SHARES OWNED] Phoenix Growth Opportunities Fund [NUMBER OF SHARES OWNED] PHOENIX PHOLIOs(SM) Phoenix Conservative Income PHOLIO [NUMBER OF SHARES OWNED] Phoenix Diversifier PHOLIO [NUMBER OF SHARES OWNED] Phoenix International PHOLIO [NUMBER OF SHARES OWNED] Phoenix Wealth Accumulator PHOLIO [NUMBER OF SHARES OWNED] Phoenix Wealth Builder PHOLIO [NUMBER OF SHARES OWNED] Phoenix Wealth Guardian PHOLIO [NUMBER OF SHARES OWNED] Phoenix Wealth Preserver PHOLIO [NUMBER OF SHARES OWNED] PHOENIX PORTFOLIOS Phoenix Market Neutral Fund [NUMBER OF SHARES OWNED] PHOENIX SERIES FUND Phoenix Balanced Fund [NUMBER OF SHARES OWNED] Phoenix Capital Growth Fund [NUMBER OF SHARES OWNED] Phoenix Core Bond Fund [NUMBER OF SHARES OWNED] Phoenix High Yield Fund [NUMBER OF SHARES OWNED] Phoenix Mid-Cap Growth Fund [NUMBER OF SHARES OWNED] Phoenix Money Market Fund [NUMBER OF SHARES OWNED] PHOENIX STRATEGIC EQUITY SERIES FUND Phoenix Dynamic Growth Fund [NUMBER OF SHARES OWNED] Phoenix Fundamental Growth Fund [NUMBER OF SHARES OWNED] Phoenix Strategic Growth Fund [NUMBER OF SHARES OWNED] Please detach at perforation before mailing. SHARES HELD ON BEHALF OF THE SHAREHOLDER WILL BE VOTED AS INDICATED BELOW OR FOR THE PROPOSAL IF NO CHOICE IS INDICATED. The Board of Trustees recommends a vote FOR the following proposals. PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: |X| 1. To elect eleven Trustees (except as marked to the contrary below). Shareholders of all of the Funds vote on this proposal.

2. Approve a proposal to permit PIC to hire and replace subadvisers or to modify subadvisory agreements for the Manager-of-Managers Funds without shareholder approval. Shareholders of the Manager-of-Managers Funds will vote on this proposal. FOR |_| ABSTAIN |_| AGAINST |_| 3. Approve a proposal to remove certain fundamental investment restrictions from the Fundamental Restriction Funds. Shareholders of the Fundamental Restriction Funds will vote on these proposals. PROPOSAL 3A: Fundamental restriction with respect to loans. FOR |_| ABSTAIN |_| AGAINST |_| PROPOSAL 3B: Changes in the fundamental investment restrictions of the Phoenix Asset Trust to conform to the standard fundamental investment restrictions of the Funds is the Phoenix Fund Complex. FOR |_| ABSTAIN |_| AGAINST |_| PROPOSAL 3C: Changes in the fundamental investment restrictions of the Funds of the Phoenix Adviser Trust to conform to the standard fundamental investment restrictions of the Funds in the Phoenix Fund Complex. FOR |_| ABSTAIN |_| AGAINST |_| 4. Approve a proposal to reclassify the investment objective of the Investment Objective Funds from fundamental to non-fundamental. Shareholders of the Investment Objective Funds will vote on this proposal. FOR |_| ABSTAIN |_| AGAINST |_| 5. Approve a proposal to ratify the appointment of PricewaterhouseCoopers LLC as independent registered public accounting firm for the Funds. Shareholders of all of the Funds will vote on this proposal. FOR |_| ABSTAIN |_| AGAINST |_| IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE BEFORE MAILING Your vote is important. Please vote immediately. -------------------------------------- -------------------------------------- Vote-by-Internet Vote-by-Telephone Log on to the Internet and go to Call toll-free https://www.vote.proxy-direct.com 1-866-241-6192 -------------------------------------- -------------------------------------- You should have your proxy card in hand when voting either by internet or by telephone. If you vote over the internet or by telephone, please do not mail your card.