-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ILvgqehEHnTuSxJ/5oHa2RZfiofE1oiy/wkMUTQeH3VYbERbRkG+Qig2jpmi8TpR KA1ohwoEJYxr0xs2YIl4Eg== 0000935069-06-003347.txt : 20061211 0000935069-06-003347.hdr.sgml : 20061211 20061211125604 ACCESSION NUMBER: 0000935069-06-003347 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060930 FILED AS OF DATE: 20061211 DATE AS OF CHANGE: 20061211 EFFECTIVENESS DATE: 20061211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX OPPORTUNITIES TRUST CENTRAL INDEX KEY: 0001005020 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-07455 FILM NUMBER: 061267722 BUSINESS ADDRESS: STREET 1: 101 MUNSON STREET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 415 677-1570 MAIL ADDRESS: STREET 1: 56 PROSPECT STREET STREET 2: P.O. BOX 150480 CITY: HARTFORD STATE: CT ZIP: 06115-0480 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX SENECA FUNDS DATE OF NAME CHANGE: 19990122 FORMER COMPANY: FORMER CONFORMED NAME: SENECA FUNDS DATE OF NAME CHANGE: 19951218 0001005020 S000001336 PHOENIX BOND FUND C000003572 CLASS A SAVAX C000003573 CLASS B SAVBX C000003574 CLASS C SAVCX C000003575 CLASS X SAVYX 0001005020 S000001338 PHOENIX EARNINGS DRIVEN GROWTH FUND C000003580 CLASS A EDGEX C000003581 CLASS B EDBEX C000003582 CLASS C EDBCX C000003583 CLASS X EDGIX 0001005020 S000013160 Phoenix Growth Opportunities Fund C000035425 Class A C000035426 Class C N-CSR 1 g34919phxopptrust.txt OPPORTUNITIES TRUST N-CSR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-07455 ---------- Phoenix Opportunities Trust -------------------------------------------------- (Exact name of registrant as specified in charter) 101 Munson Street Greenfield, MA 01301-9668 -------------------------------------------------- (Address of principal executive offices) (Zip code) Kevin J. Carr, Esq. Vice President, Chief Legal Officer, John H. Beers, Esq. Counsel and Secretary for Registrant Vice President and Counsel Phoenix Life Insurance Company Phoenix Life Insurance Company One American Row One American Row Hartford, CT 06103-2899 Hartford, CT 06103-2899 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (800) 243-1574 --------------- Date of fiscal year end: September 30 ------------- Date of reporting period: September 30, 2006 ------------------- Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ITEM 1. REPORTS TO STOCKHOLDERS. The Report to Shareholders is attached herewith. SEPTEMBER 30, 2006 ANNUAL REPORT [GRAPHIC OMITTED] PHOENIX BOND FUND [GRAPHIC OMITTED] PHOENIX EARNINGS DRIVEN GROWTH FUND [GRAPHIC OMITTED] PHOENIX GROWTH OPPORTUNITIES FUND FORMERLY TURNER STRATEGIC GROWTH FUND TRUST NAME: PHOENIX OPPORTUNITIES TRUST [GRAPHIC OMITTED] WOULDN'T YOU RATHER HAVE THIS DOCUMENT E-MAILED TO YOU? Eligible shareholders can sign up for E-Delivery at PhoenixFunds.com [GRAPHIC OMITTED] PHOENIX FUNDS(SM) - -------------------------------------------------------------------------------- Mutual funds are not insured by the FDIC; are not deposits or other obligations of a bank and are not guaranteed by a bank; and are subject to investment risks, including possible loss of the prinicipal invested. - -------------------------------------------------------------------------------- This report is not authorized for distribution to prospective investors in the Phoenix Opportunities Trust unless preceded or accompanied by an effective prospectus which includes information concerning the sales charge, each Fund's record and other pertinent information. A MESSAGE FROM THE PRESIDENT Dear PhoenixFunds Shareholder: [PHOTO OMITTED] The enclosed annual report addresses the performance of your Phoenix mutual fund for the fiscal year ended September 30, 2006. The report also provides a commentary from your fund's management team on how the fund performed, the investment strategies used, and how the fund's results compared to the broader market. At Phoenix, our focus is on investment performance and serving the best interests of our shareholders. We believe that mutual funds are among the most effective vehicles for individual investors to gain access to a variety of financial markets and for building diversified portfolios. I am especially proud of how we have expanded our fund family over the last year to offer access to even more money managers. Today, the PhoenixFunds draw from the vast expertise of 15 different management teams--five Phoenix affiliates and 10 outside subadvisers chosen for their complementary investment capabilities. These fund teams operate independently, conducting their research, identifying opportunities in the markets they know best, and applying their disciplined strategies to the portfolios they manage. We are confident in their ability to navigate their funds through whatever market and economic changes lie ahead. When it comes to financial decisions, we recommend working with an experienced financial advisor. If you haven't reviewed or rebalanced your portfolio lately, this may be a good time to meet with your advisor and make sure that your investments are still aligned with your financial goals. Thank you for choosing PhoenixFunds to be part of your financial plan. Sincerely yours, /s/ Daniel T. Geraci - -------------------- Daniel T. Geraci President, PhoenixFunds OCTOBER 2006 1 TABLE OF CONTENTS Glossary.................................................................. 3 Phoenix Bond Fund......................................................... 5 Phoenix Earnings Driven Growth Fund....................................... 17 Phoenix Growth Opportunities Fund......................................... 26 Notes to Financial Statements............................................. 36 Report of Independent Registered Public Accounting Firm................... 42 Board of Trustees' Consideration of Investment Advisory and Subadvisory Agreements.................................................. 43 Results of Shareholder Meeting............................................ 45 Fund Management Tables.................................................... 46 - -------------------------------------------------------------------------------- PROXY VOTING INFORMATION (FORM N-PX) The Adviser and subadviser vote proxies relating to portfolio securities in accordance with procedures that have been approved by the Trust's Board of Trustees. You may obtain a description of these procedures, along with information regarding how the Funds voted proxies during the most recent 12-month period ended June 30, 2006, free of charge, by calling toll-free 1-800-243-1574. This information is also available through the Securities and Exchange Commission's website at http://www.sec.gov. FORM N-Q INFORMATION The Trust files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the "SEC") for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available on the SEC's website at http://www.sec.gov. Form N-Q may be reviewed and copied at the SEC's Public Reference Room. Information on the operation of the SEC's Public Reference Room can be obtained by calling toll-free 1-800-SEC-0330. - -------------------------------------------------------------------------------- 2 GLOSSARY CONSUMER PRICE INDEX (CPI) Measures the pace of inflation by measuring the change in consumer prices of goods and services, including housing, electricity, food, and transportation, as determined by a monthly survey of the U.S. Bureau of Labor Statistics. Also called the cost-of-living index. DURATION: A measure of volatility of a fixed income security, fixed income portfolio or fixed income portion of a portfolio. It is the change in the value of the fixed income security, fixed income portfolio or portion thereof that will result from a 1% change in interest rates. Duration is stated in years. For example, a 5-year duration means the fixed income security, fixed income portfolio or portion will decrease in value by 5% if interest rates rise 1%, and increase in value by 5% if interest rates fall 1%. FEDERAL RESERVE (THE "FED") The central bank of the United States, responsible for controlling the money supply, interest rates and credit with the goal of keeping the U.S. economy and currency stable. Governed by a seven-member board, the system includes 12 regional Federal Reserve Banks, 25 branches and all national and state banks that are part of the system. LEHMAN BROTHERS AGGREGATE BOND INDEX The Lehman Brothers Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis. PRICE-TO-EARNINGS RATIO (MULTIPLE): A valuation measure calculated by dividing a stock's price by its current or projected earnings per share. The P/E ratio gives an idea of how much an investor is paying for current or future earnings power. RUSSELL 1000(R) GROWTH INDEX The Russell 1000(R) Growth Index is a market capitalization-weighted index of growth-oriented stocks of the 1,000 largest companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. RUSSELL 1000(R) INDEX The Russell 1000(R) Index is a market capitalization-weighted index of the 1,000 largest companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. RUSSELL 2000(R) INDEX The Russell 2000(R) Index is a market capitalization-weighted index of the 2,000 smallest companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. 3 Glossary (Continued) RUSSELL 2000(R) GROWTH INDEX The Russell 2000(R) Growth Index is a market capitalization-weighted index of growth-oriented stocks of the smallest 2,000 companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. RUSSELL 3000(R) VALUE INDEX The Russell 3000(R) Value Index is a market capitalization-weighted index of value-oriented stocks of U.S. companies. The index is calculated on a total return basis with dividends reinvested. RUSSELL TOP 200(R) INDEX Measures the performance of the 200 largest companies in the Russell 1000 Index, The index is calculated on a total return basis with dividends reinvested. RUSSELL MIDCAP(R) GROWTH INDEX The Russell Midcap(R) Growth Index is a market capitalization-weighted index of medium-capitalization, growth-oriented stocks of U.S. companies. The index is calculated on a total return basis with dividends reinvested. S&P 500(R) INDEX The S&P 500 Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. TREASURY-INFLATION PROTECTED SECURITIES (TIPS) U.S. Treasury bonds and notes whose value is adjusted according to changes to the inflation rate every six months, as measured by the consumer price index. As inflation occurs, the value of TIPS increases. YIELD CURVE A line chart that shows interest rates at a specific point in time for securities of equivalent quality but with different maturities. A "normal or positive" yield curve indicates that short-term securities have a lower interest rate than long-term securities; an "inverted or negative" yield curve indicates short-term rates are exceeding long-term rates; and a "flat yield curve" means short- and long-term rates are about the same. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS Securities purchased on a when-issued or forward commitment basis are also known as delayed-delivery transactions. Delayed delivery transactions involve a commitment by a Fund to purchase or sell a security at a future date ordinarily up to 90 days later. When-issued or forward commitments enable a Fund to lock in what is believed to be an attractive price or yield on a particular security for a period of time, regardless of future changes in interest rates. INDEXES ARE UNMANAGED AND NOT AVAILABLE FOR DIRECT INVESTMENT; THEREFORE, THEIR PERFORMANCE DOES NOT REFLECT THE EXPENSES ASSOCIATED WITH THE ACTIVE MANAGEMENT OF AN ACTUAL PORTFOLIO. 4 PHOENIX BOND FUND A DISCUSSION WITH THE FUND'S PORTFOLIO MANAGER, ALBERT GUTIERREZ, CFA Q: HOW DID THE PHOENIX BOND FUND PERFORM OVER THE FISCAL YEAR ENDED SEPTEMBER 30, 2006? A: For the fiscal year ended September 30, 2006, the Fund's Class X shares returned 3.84%, Class A shares returned 3.51%, Class B shares returned 2.80% and Class C shares returned 2.79%. For the same period, the Lehman Brothers Aggregate Bond Index, which serves as the broad-based and style-specific benchmark index appropriate for comparison, returned 3.67%. All performance figures assume reinvestment of distributions and exclude the effect of sales charges. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS AND CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE SHOWN ABOVE. Q: HOW DID THE BOND MARKETS PERFORM DURING THE FUND'S FISCAL YEAR? A: As the result of a restrictive Fed policy, rates rose during the fiscal year and the yield curve flattened. Ten-year Treasury yields rose to 4.64% on September 29, 2006 and from 4.34% on September 30, 2005. Short-term rates rose even more, as the yield on the three-month Treasury bill rose from 3.55% to 4.89% over the same period. While higher yields pushed bond prices down, spread compression in the corporate and mortgage-backed markets added incremental return to the portfolio. Q: WHAT FACTORS AFFECTED THE FUND'S PERFORMANCE DURING ITS FISCAL YEAR? A: In order to benefit from the flattening of the Treasury yield curve, the Fund employed a "barbell" structure, which is an investment strategy whereby a Fund's bond holdings are in both very short- and long-term maturities. This strategy served the Fund well, as short-term rates rose in response to Fed tightening. The Fund's results were offset somewhat, however, by a modest short duration position that the Fund took during the spring. The Fund also benefited from its exposure to corporate bonds (particularly high-yield bonds) and mortgage-backed securities. High-yield bonds returned over 6% during the period, exceeding the total return of similar-duration Treasuries by 3.26%. Due to the high-quality nature of the high-yield portfolio, there were no defaults in the Fund once again this year. Mortgage-backed securities also contributed to the Fund's performance during the fiscal year ended September 30, with excess returns over Treasuries of 63 basis points. Due to their yield advantage over Treasuries, high-grade corporates added approximately 50 basis points of total return to the portfolio, despite widening approximately six basis points in spread. OCTOBER 2006 THE PRECEDING INFORMATION IS THE OPINION OF PORTFOLIO MANAGEMENT. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, AND THERE IS NO GUARANTEE THAT MARKET FORECASTS WILL BE REALIZED. FOR DEFINITIONS OF INDEXES CITED AND CERTAIN INVESTMENT TERMS USED IN THIS REPORT, SEE THE GLOSSARY ON PAGE 3. 5 Phoenix Bond Fund - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS(1) PERIODS ENDING 9/30/06 - --------------------------------------------------------------------------------
INCEPTION INCEPTION 1 YEAR 5 YEARS 10 YEARS TO 9/30/06 DATE ------ ------- -------- ---------- ---------- Class X Shares at NAV (2) 3.84% 5.05% 6.52% -- -- Class A Shares at NAV (2) 3.51 4.73 -- 5.08% 7/1/98 Class A Shares at POP (3) (1.40) 3.72 -- 4.46 7/1/98 Class B Shares at NAV (2) 2.80 3.97 -- 4.29 7/1/98 Class B Shares with CDSC (4) (1.12) 3.97 -- 4.29 7/1/98 Class C Shares at NAV (2) 2.79 3.96 -- 4.29 7/1/98 Class C Shares with CDSC (4) 2.79 3.96 -- 4.29 7/1/98 Lehman Brothers Aggregate Bond Index 3.67 4.81 6.42 Note 5 Note 5 ALL RETURNS REPRESENT PAST PERFORMANCE WHICH IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE SHOWN. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. THE ABOVE TABLE AND GRAPH BELOW DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF SHARES. PLEASE VISIT PHOENIXFUNDS.COM FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END. (1)TOTAL RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE AND THE REINVESTMENT OF BOTH DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS. (2)"NAV" (NET ASSET VALUE) TOTAL RETURNS DO NOT INCLUDE THE EFFECT OF ANY SALES CHARGE. (3)"POP" (PUBLIC OFFERING PRICE) TOTAL RETURNS INCLUDE THE EFFECT OF THE MAXIMUM FRONT-END 4.75% SALES CHARGE. (4)CDSC (CONTINGENT DEFERRED SALES CHARGE) IS APPLIED TO REDEMPTIONS OF CERTAIN CLASSES OF SHARES THAT DO NOT HAVE A SALES CHARGE APPLIED AT THE TIME OF PURCHASE. CDSC CHARGES FOR B SHARES DECLINE FROM 5% TO 0% OVER A FIVE YEAR PERIOD. CDSC CHARGES FOR C SHARES ARE 1% IN THE FIRST YEAR AND 0% THEREAFTER. (5)INDEX PERFORMANCE IS 5.75% FOR CLASS A, CLASS B AND CLASS C (SINCE 7/1/98).
- -------------------------------------------------------------------------------- GROWTH OF $10,000 PERIODS ENDING 9/30 - -------------------------------------------------------------------------------- This Growth of $10,000 chart assumes an initial investment of $10,000 made on 9/30/96 in Class X shares. The total return for Class X shares reflects no sales charge. The performance of other share classes will be greater or less than that shown based on differences in inception dates, fees and sales charges. Performance assumes dividends and capital gain distributions are reinvested. [GRAPHIC OMITTED] EDGAR REPRESENTATION OF DATA USED IN PRINTED GRAPHIC AS FOLLOWS: Phoenix Bond Fund Lehman Brothers Class X Aggregate Bond Index ----------------- -------------------- 9/30/96 $10,000 $10,000 9/30/97 11,126 10,971 9/30/98 12,176 12,234 9/30/99 12,603 12,189 9/29/00 13,381 13,041 9/28/01 14,698 14,730 9/30/02 15,571 15,996 9/30/03 16,906 16,862 9/30/04 17,674 17,483 9/30/05 18,105 17,971 9/30/06 18,800 18,631 For information regarding the index, see the glossary on page 3. 6 Phoenix Bond Fund ABOUT YOUR FUND'S EXPENSES We believe it is important for you to understand the impact of costs on your investments. All mutual funds have operating expenses. As a shareholder of the Bond Fund, you incur two types of costs: (1) transaction costs, including sales charges on purchases of Class A shares and contingent deferred sales charges on Class B and Class C shares; and (2) ongoing costs, including investment advisory fees; distribution and service fees; and other expenses. Class X shares are sold without a sales charge and do not incur distribution and service fees. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period. ACTUAL EXPENSES The first line of the accompanying tables provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the accompanying tables provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the accompanying tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges or contingent deferred sales charges. Therefore, the second line of the accompanying tables is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower depending on the amount of your investments and timing of any purchases or redemptions. Beginning Ending Expenses Paid Bond Fund Account Value Account Value During Class X March 31, 2006 September 30, 2006 Period* --------- -------------- ------------------ ------------- Actual $1,000.00 $1,034.30 $3.97 Hypothetical (5% return before expenses) 1,000.00 1,021.15 3.95 * EXPENSES ARE EQUAL TO THE FUND'S CLASS X ANNUALIZED EXPENSE RATIO OF 0.78%, WHICH IS NET OF WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (183) EXPENSES WERE ACCRUED IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE ONE-HALF YEAR PERIOD. Beginning Ending Expenses Paid Bond Fund Account Value Account Value During Class A March 31, 2006 September 30, 2006 Period* --------- -------------- ------------------ ------------- Actual $1,000.00 $1,032.20 $5.46 Hypothetical (5% return before expenses) 1,000.00 1,019.66 5.44 * EXPENSES ARE EQUAL TO THE FUND'S CLASS A ANNUALIZED EXPENSE RATIO OF 1.07%, WHICH IS NET OF WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (183) EXPENSES WERE ACCRUED IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE ONE-HALF YEAR PERIOD. Beginning Ending Expenses Paid Bond Fund Account Value Account Value During Class B March 31, 2006 September 30, 2006 Period* --------- -------------- ------------------ ------------- Actual $1,000.00 $1,029.10 $9.47 Hypothetical (5% return before expenses) 1,000.00 1,015.65 9.45 * EXPENSES ARE EQUAL TO THE FUND'S CLASS B ANNUALIZED EXPENSE RATIO OF 1.86%, WHICH IS NET OF WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (183) EXPENSES WERE ACCRUED IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE ONE-HALF YEAR PERIOD. Beginning Ending Expenses Paid Bond Fund Account Value Account Value During Class C March 31, 2006 September 30, 2006 Period* --------- -------------- ------------------ ------------- Actual $1,000.00 $1,029.10 $9.47 Hypothetical (5% return before expenses) 1,000.00 1,015.65 9.45 * EXPENSES ARE EQUAL TO THE FUND'S CLASS C ANNUALIZED EXPENSE RATIO OF 1.86%, WHICH IS NET OF WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (183) EXPENSES WERE ACCRUED IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE ONE-HALF YEAR PERIOD. YOU CAN FIND MORE INFORMATION ABOUT THE FUND'S EXPENSES IN THE FINANCIAL STATEMENTS SECTION THAT FOLLOWS. FOR ADDITIONAL INFORMATION ON OPERATING EXPENSES AND OTHER SHAREHOLDER COSTS REFER TO THE PROSPECTUS. 7 Phoenix Bond Fund - -------------------------------------------------------------------------------- SECTOR WEIGHTINGS 9/30/06 - -------------------------------------------------------------------------------- As a percentage of total investments [GRAPHIC OMITTED] EDGAR REPRESENTATION OF DATA USED IN PRINTED GRAPHIC AS FOLLOWS: Agency Mortgage-Backed Securities 28% Domestic Corporate Bonds 24 U.S. Government Securities 18 Debt Index Securities 4 Non-Agency Mortgage-Backed Securities 3 Foreign Corporate Bonds 2 Other 21 SCHEDULE OF INVESTMENTS SEPTEMBER 30, 2006 PAR VALUE (000) VALUE ------- ----------- U.S. GOVERNMENT SECURITIES--22.2% U.S. TREASURY BONDS--3.4% U.S. Treasury Bond 6.25%, 8/15/23 .............. $ 2,870 $ 3,332,116 U.S. TREASURY NOTES--18.8% U.S. Treasury Note 4.25%, 11/30/07(f) .......... 6,475 6,428,717 U.S. Treasury Inflation Index Note 3%, 7/15/12(d) 1,000 1,177,369 U.S. Treasury Note 4%, 11/15/12 ................ 6,785 6,571,910 U.S. Treasury Note 4.75%, 5/15/14(f) ........... 3,525 3,554,881 U.S. Treasury Note 5.125%, 5/15/16 ............. 665 689,834 ----------- 18,422,711 ----------- - ----------------------------------------------------------------------------- TOTAL U.S. GOVERNMENT SECURITIES (IDENTIFIED COST $21,402,854) 21,754,827 - ----------------------------------------------------------------------------- AGENCY MORTGAGE-BACKED SECURITIES--34.8% FHLMC 7.50%, 7/1/09 ............................ 18 18,723 FHLMC 7.50%, 4/1/14 ............................ 61 63,168 FHLMC 7%, 4/1/16 ............................... 48 49,224 FHLMC 5.50%, 9/15/17 ........................... 374 375,920 FHLMC 5%, 3/15/19 .............................. 455 441,920 FHLMC 7%, 1/1/33 ............................... 347 356,724 FHLMC 3.533%, 2/1/34(e) ........................ 345 344,823 FNMA 7%, 5/1/14 ................................ 46 48,017 FNMA 8%, 1/1/15 ................................ 9 9,313 FNMA 5.214%, 7/1/33(e) ......................... 284 283,733 FNMA 4.175%, 9/1/33(e) ......................... 195 196,010 FNMA 3.50%, 11/1/33(e) ......................... 349 347,507 FNMA 3.511%, 12/1/33(e) ........................ 241 241,444 FNMA 3.554%, 3/1/34(e) ......................... 408 410,527 FNMA 3.583%, 4/1/34(e) ......................... 225 224,828 FNMA 4.50%, 1/1/35 ............................. 515 481,791 FNMA 5.33%, 5/1/35(e) .......................... 4,877 4,845,959 PAR VALUE (000) VALUE ------- ----------- AGENCY MORTGAGE-BACKED SECURITIES--continued FNMA TBA 5.50%, 11/1/20(g) ..................... $ 4,490 $ 4,485,788 FNMA TBA 5.50%, 10/1/33(g) ..................... 7,715 7,599,275 FNMA TBA 6%, 10/25/35(g) ....................... 13,195 13,252,728 - ----------------------------------------------------------------------------- TOTAL AGENCY MORTGAGE-BACKED SECURITIES (IDENTIFIED COST $34,019,468) 34,077,422 - ----------------------------------------------------------------------------- DOMESTIC CORPORATE BONDS--29.2% AEROSPACE & DEFENSE--0.7% Armor Holdings, Inc. 8.25%, 8/15/13 ........... 105 109,200 DRS Technologies, Inc. 6.625%, 2/1/16 .......... 115 113,562 Esterline Technologies Corp. 7.75%, 6/15/13 .... 30 30,450 Honeywell International, Inc. 5.45%, 3/13/09(e) 95 95,033 L-3 Communications Corp. 5.875%, 1/15/15 ....... 140 133,700 United Technologies Corp. 4.875%, 5/1/15(f) .... 215 208,556 ----------- 690,501 ----------- AUTOMOBILE MANUFACTURERS--0.2% DaimlerChrysler NA Holding Corp. (Germany) 5.75%, 9/8/11(c)(f) .................. 225 223,942 AUTOMOTIVE RETAIL--0.1% Hertz Corp. 144A 8.875%, 1/1/14(b) ............. 95 99,987 BIOTECHNOLOGY--0.3% Amgen, Inc. 4.85%, 11/18/14(f) ................. 305 294,457 BREWERS--1.6% Anheuser-Busch Cos., Inc. 5.05%, 10/15/16 ...... 1,600 1,568,549 BROADCASTING & CABLE TV--1.3% Charter Communications Operating LLC/ Charter Communications Operating Capital 144A 8.375%, 4/30/14(b) ................ 150 153,187 See Notes to Financial Statements 8 Phoenix Bond Fund PAR VALUE (000) VALUE ------- ----------- BROADCASTING & CABLE TV--CONTINUED Clear Channel Communications, Inc. 6.25%, 3/15/11 ................................. $ 155 $ 155,475 Comcast Corp. 5.85%, 11/15/15(f) ............... 320 319,909 Comcast Corp. 6.50%, 11/15/35 .................. 115 115,801 Echostar DBS Corp. 144A 7.125%, 2/1/16(b) ...... 155 150,544 Mediacom Broadband LLC 8.50%, 10/15/15 ......... 110 109,863 Rainbow National Services LLC 144A 8.75%, 9/1/12(b) ............................... 150 161,250 Sinclair Broadcast Group, Inc. 8%, 3/15/12 ..... 100 101,875 ----------- 1,267,904 ----------- BUILDING PRODUCTS--0.2% Building Materials Corporation of America 7.75%, 8/1/14 .................................. 35 31,238 Ply Gem Industries, Inc. 9%, 2/15/12 ........... 175 140,437 ----------- 171,675 ----------- CASINOS & GAMING--1.4% American Real Estate Partners LP/American Real Estate Finance Corp. 7.125%, 2/15/13 ...... 185 185,000 Boyd Gaming Corp. 6.75%, 4/15/14 ............... 115 112,988 Harrah's Operating Co., Inc. 6.50%, 6/1/16(f) .. 410 401,918 MGM MIRAGE 6.75%, 9/1/12 ....................... 105 104,081 MGM MIRAGE 6.625%, 7/15/15 ..................... 45 43,425 OED Corp./Diamond Jo LLC 8.75%, 4/15/12 ........ 180 180,900 Station Casinos, Inc. 7.75%, 8/15/16 ........... 245 255,413 Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 6.625%, 12/1/14 .................. 105 102,375 ----------- 1,386,100 ----------- COAL & CONSUMABLE FUELS--0.3% Arch Western Finance LLC 6.75%, 7/1/13 ......... 150 144,750 Peabody Energy Corp. Series B 6.875%, 3/15/13 .. 165 163,350 ----------- 308,100 ----------- COMMUNICATIONS EQUIPMENT--0.7% Cisco Systems, Inc. 5.50%, 2/22/16(f) .......... 640 645,090 CONSTRUCTION & FARM MACHINERY & HEAVY TRUCKS--0 1% Trinity Industries, Inc. 6.50%, 3/15/14 ........ 90 88,425 CONSUMER FINANCE--2.1% American Express Co. 6.80%, 9/1/66(e) .......... 125 131,968 American General Finance Corp. 4%, 3/15/11(f) .. 450 426,514 Capital One Financial Corp. 6.15%, 9/1/16(f) ... 260 263,084 Ford Motor Credit Co. 8.625%, 11/1/10 .......... 140 139,584 General Electric Capital Corp. 4.875%, 10/21/10(f) 265 262,604 GMAC LLC 6.75%, 12/1/14 ........................ 130 127,109 Residential Capital Corp. 6.375%, 6/30/10(f) ... 235 237,768 PAR VALUE (000) VALUE ------- ----------- CONSUMER FINANCE--CONTINUED Residential Capital Corp. 6.875%, 6/30/15(f) ... $ 235 $ 244,104 SLM Corp. 4%, 1/15/09 .......................... 175 170,438 ----------- 2,003,173 ----------- DATA PROCESSING & OUTSOURCED SERVICES--0.1% SunGard Data Systems, Inc. 9.125%, 8/15/13 ..... 95 98,800 DIVERSIFIED BANKS--0.7% HSBC Bank USA, N.A. 5.875%, 11/1/34 ........... 155 154,042 USB Capital IX 6.189%, 4/15/49(e)(f) ........... 265 268,009 Wells Fargo & Co. 5.125%, 9/15/16(f) ........... 275 269,283 ----------- 691,334 ----------- DIVERSIFIED CAPITAL MARKETS--0.3% UBS Preferred Funding Trust V 6.243%, 5/29/49(e)(f) .......................... 260 268,710 DIVERSIFIED COMMERCIAL & PROFESSIONAL SERVICES--0.1% International Lease Finance Corp. 5.625%, 9/20/13 ................................ 130 130,823 ELECTRIC UTILITIES--0.5% Progress Energy, Inc. 7.10%, 3/1/11(f) ......... 245 262,626 Reliant Energy, Inc. 9.50%, 7/15/13 ........... 175 182,437 ----------- 445,063 ----------- FERTILIZERS & AGRICULTURAL CHEMICALS--0.2% Tronox Worldwide LLC/Tronox Finance Corp. 9.50%, 12/1/12 ................................. 150 154,687 FOOD RETAIL--0.1% Stater Bros. Holdings, Inc. 8.89%, 6/15/10(e) .. 105 106,575 Stater Bros. Holdings, Inc. 8.125%, 6/15/12 .... 25 25,250 ----------- 131,825 ----------- HEALTH CARE EQUIPMENT--0.0% Fisher Scientific International, Inc. 6.125%, 7/1/15 ................................. 10 9,975 HEALTH CARE FACILITIES--0.1% US Oncology, Inc. 10.75%, 8/15/14 .............. 125 137,500 HEALTH CARE SERVICES--0.4% Fresenius Medical Care Capital Trust II 7.875%, 2/1/08 ................................. 335 341,700 Omnicare, Inc. 6.875%, 12/15/15 ................ 70 68,337 ----------- 410,037 ----------- HOME FURNISHINGS--0.3% Mohawk Industries, Inc. 6.125%, 1/15/16(f) ..... 265 263,399 See Notes to Financial Statements 9 Phoenix Bond Fund PAR VALUE (000) VALUE ------- ----------- HOMEBUILDING--0.6% Horton (D.R.), Inc. 7.50%, 12/1/07 ............. $ 234 $ 239,070 Meritage Homes Corp. 7%, 5/1/14 ................ 180 162,225 Technical Olympic USA, Inc. 9%, 7/1/10 ......... 235 224,719 ----------- 626,014 ----------- HOUSEWARES & SPECIALTIES--0.5% Fortune Brands, Inc. 5.375%, 1/15/16(f) ........ 545 519,856 INDEPENDENT POWER PRODUCERS & ENERGY TRADERS--0 1% TXU Corp. Series P 5.55%, 11/15/14 ............. 110 104,476 INDUSTRIAL MACHINERY--0.1% Valmont Industries, Inc. 6.875%, 5/1/14 ........ 110 108,625 INTEGRATED OIL & GAS--1.3% Conoco Funding Co. 6.35%, 10/15/11(f) .......... 1,000 1,052,831 Shell International Finance BV 5.625%, 6/27/11(f) 190 194,538 ----------- 1,247,369 ----------- INTEGRATED TELECOMMUNICATION SERVICES--2.4% AT&T, Inc. 5.875%, 2/1/12(f) ................... 1,200 1,217,715 BellSouth Corp. 5.572%, 8/15/08(e)(f) .......... 235 235,045 Cincinnati Bell, Inc. 7.25%, 7/15/13 ........... 130 133,575 New Cingular Wireless Services, Inc. 8.75%, 3/1/31 .................................. 125 159,800 Qwest Communications International, Inc. Series B 7.50%, 2/15/14 ........................ 70 70,525 Qwest Corp. 8.875%, 3/15/12 .................... 185 202,806 Telcordia Technologies, Inc. 144A 10%, 3/15/13(b) ................................ 50 33,500 Verizon Global Funding Corp. 7.75%, 12/1/30(f) . 240 275,119 ----------- 2,328,085 ----------- INVESTMENT BANKING & BROKERAGE--0.6% E*Trade Financial Corp. 7.375%, 9/15/13 ........ 115 118,162 Goldman Sachs Group, Inc. (The) 5.25%, 10/15/13 ................................ 155 152,960 Lehman Brothers Holdings, Inc. 5.50%, 4/4/16(f) 265 264,021 ----------- 535,143 ----------- LEISURE PRODUCTS--0.1% K2, Inc. 7.375%, 7/1/14 ........................ 90 88,087 LIFE & HEALTH INSURANCE--2.2% MetLife, Inc. 6.125%, 12/1/11 .................. 1,500 1,557,969 Protective Life Secured Trust 5.58%, 1/14/08(e) 180 180,316 Protective Life Secured Trust 4%, 4/1/11(f) .... 300 285,387 UnumProvident Finance Co. plc 144A 6.85%, 11/15/15(b) ............................. 135 138,777 ----------- 2,162,449 ----------- PAR VALUE (000) VALUE ------- ----------- MANAGED HEALTH CARE--0.4% Coventry Health Care, Inc. 6.125%, 1/15/15 ..... $ 135 $ 134,642 WellPoint, Inc. 5.85%, 1/15/36(f) .............. 285 276,433 ----------- 411,075 ----------- METAL & GLASS CONTAINERS--0.6% AEP Industries, Inc. 7.875%, 3/15/13 ........... 105 105,525 Ball Corp. 6.875%, 12/15/12 .................... 56 56,700 Crown Americas LLC & Crown Americas Capital Corp. 7.75%, 11/15/15 .................. 40 40,700 Owens-Brockway Glass Container, Inc. 8.875%, 2/15/09 ................................ 372 384,090 ----------- 587,015 ----------- MORTGAGE REIT'S--0.5% iStar Financial, Inc. Series B 5.125%, 4/1/11(f) 535 524,921 MOVIES & ENTERTAINMENT--0.9% Time Warner Entertainment Co. LP 8.375%, 7/15/33(f) ............................. 180 212,291 Viacom, Inc. 144A 6.25%, 4/30/16(b)(f) ......... 475 470,833 WMG Holdings Corp. 0%, 12/15/14(e) ............. 265 198,750 ----------- 881,874 ----------- MULTI-LINE INSURANCE--0.3% Genworth Global Funding Trust 5.125%, 3/15/11 .. 160 159,613 Loews Corp. 5.25%, 3/15/16 ..................... 170 164,827 ----------- 324,440 ----------- MULTI-UTILITIES--0.4% Consolidated Edison Company of New York, Inc. 5.85%, 3/15/36 ................................. 125 124,890 MidAmerican Energy Holdings Co. 144A 6.125%, 4/1/36(b)(f) ........................... 235 237,539 ----------- 362,429 ----------- OFFICE ELECTRONICS--0.2% Xerox Corp. 6.75%, 2/1/17 ...................... 155 158,100 OFFICE REIT'S--0.4% Brandywine Operating Partnership LP 6%, 4/1/16(f) .................................. 265 267,953 Duke Realty LP 5.625%, 8/15/11 ................. 75 75,498 ----------- 343,451 ----------- OIL & GAS EQUIPMENT & SERVICES--0.2% Gulfmark Offshore, Inc. 7.75%, 7/15/14 ......... 180 181,800 OIL & GAS EXPLORATION & PRODUCTION--0.3% Anadarko Petroleum Corp. 6.45%, 9/15/36 ........ 115 117,464 Chesapeake Energy Corp. 6.625%, 1/15/16 ........ 220 213,400 ----------- 330,864 ----------- See Notes to Financial Statements 10 Phoenix Bond Fund PAR VALUE (000) VALUE ------- ----------- OIL & GAS STORAGE & TRANSPORTATION--0.7% Atlas Pipeline Partners LP 8.125%, 12/15/15 .... $ 125 $ 127,813 Ferrellgas Escrow LLC/ Ferrellgas Finance Escrow Corp. 6.75%, 5/1/14 ..................... 115 112,988 Holly Energy Partners LP 6.25%, 3/1/15 ......... 105 97,781 Kinder Morgan Energy Partners LP 7.30%, 8/15/33 ................................. 150 162,711 Pacific Energy Partners LP/ Pacific Energy Finance Corp. 6.25%, 9/15/15 ................... 75 74,250 SemGroup LP 144A 8.75%, 11/15/15(b) ........... 100 101,375 ----------- 676,918 ----------- OTHER DIVERSIFIED FINANCIAL SERVICES--0.7% Bank of America Corp. 5.75%, 8/15/16(f) ........ 395 401,800 Citigroup, Inc. 5%, 9/15/14(f) ................. 330 321,511 ----------- 723,311 ----------- PAPER PRODUCTS--0.3% Exopack Holding Corp. 144A 11.25%, 2/1/14(b) ... 100 102,500 International Paper Co. 6.75%, 9/1/11 .......... 175 185,830 ----------- 288,330 ----------- PHARMACEUTICALS--0.5% Wyeth 5.50%, 3/15/13(f) ........................ 525 527,419 PROPERTY & CASUALTY INSURANCE--0.5% CNA Financial Corp. 6.50%, 8/15/16(f) .......... 480 493,247 PUBLISHING & PRINTING--0.1% Primedia, Inc. 8.875%, 5/15/11 ................. 35 34,388 Primedia, Inc. 8%, 5/15/13 ..................... 105 95,812 ----------- 130,200 ----------- REAL ESTATE MANAGEMENT & DEVELOPMENT--0.6% Colonial Realty LP 6.05%, 9/1/16(f) ........... 200 201,888 Westfield Group 144A (Australia) 5.70%, 10/1/16(b)(f) ........................... 375 373,189 ----------- 575,077 ----------- REGIONAL BANKS--0.4% Colonial Bank NA 6.375%, 12/1/15 ............... 395 407,465 RESIDENTIAL REIT'S--0.6% Archstone-Smith Trust 5.75%, 3/15/16(f) ........ 215 216,664 AvalonBay Communities, Inc. 5.75%, 9/15/16 ..... 145 146,446 ERP Operating LP 5.375%, 8/1/16(f) ............. 270 265,611 ----------- 628,721 ----------- RETAIL REIT's--0.2% Simon Property Group LP 5.60%, 9/1/11(f) ....... 235 236,750 SPECIALIZED REIT'S--0.1% Host Marriott LP Series O 6.375%, 3/15/15 ...... 105 102,375 PAR VALUE (000) VALUE ------- ----------- STEEL--0.2% Gibraltar Industries, Inc. Series B 8%, 12/1/15 $ 140 $ 139,300 THRIFTS & MORTGAGE FINANCE--0.2% Sovereign Capital Trust VI 7.908%, 6/13/36(f) .. 170 187,239 TOBACCO--0.2% Reynolds American, Inc. 144A 7.30%, 7/15/15(b) . 95 97,600 Reynolds American, Inc. 144A 6.50%, 7/15/10(b) .. 80 81,143 ----------- 178,743 ----------- - ----------------------------------------------------------------------------- TOTAL DOMESTIC CORPORATE BONDS (IDENTIFIED COST $28,613,679) 28,611,224 - ----------------------------------------------------------------------------- NON-AGENCY MORTGAGE-BACKED SECURITIES--3.6% Banc of America Commercial Mortgage, Inc. 00-1, A1A 7.109%, 11/15/31 ..................... 187 189,597 Citigroup Mortgage Loan Trust, Inc. 04-NCM2, 2CB3 8%, 8/25/34 ...................... 135 141,839 Master Asset Securitization Trust Alternative Loans Trust 03-7, 5A1 6.25%, 11/25/33 .......... 230 230,983 Master Asset Securitization Trust Alternative Loans Trust 04-1, 3A1 7%, 1/25/34 .............. 187 190,921 Master Asset Securitization Trust Alternative Loans Trust 04-5, 6A1 7%, 6/25/34 .............. 138 140,358 Master Asset Securitization Trust Alternative Loans Trust 04-6, 6A1 6.50%, 7/25/34 ........... 737 746,189 Merrill Lynch Mortgage Trust 05-MCP1, A2 4.556%, 6/12/43 ............................. 725 710,323 Morgan Stanley Mortgage Loan Trust 04-3, 3A 6%, 4/25/34 ................................. 785 782,803 Residential Asset Mortgage Products, Inc. 04-SL3, A4 8.50%, 12/25/31 ..................... 425 452,993 - ----------------------------------------------------------------------------- TOTAL NON-AGENCY MORTGAGE-BACKED SECURITIES (IDENTIFIED COST $3,632,907) 3,586,006 - ----------------------------------------------------------------------------- FOREIGN CORPORATE BONDS(c)--3.7% BERMUDA--0.1% Intelsat Subsidiary Holding Co. Ltd. 8.625%, 1/15/15 ................................ 125 128,437 CANADA--0.4% CHC Helicopter Corp. 7.375%, 5/1/14 ........... 100 94,750 See Notes to Financial Statements 11 Phoenix Bond Fund PAR VALUE (000) VALUE ------- ----------- CANADA--CONTINUED Rogers Wireless Communications, Inc. 6.375%, 3/1/14 ................................. $ 135 $ 135,169 TransCanada PipeLines Ltd. 5.85%, 3/15/36 ...... 155 154,003 ------------ 383,922 ------------ CHILE--0.2% Celulosa Arauco y Constitucion SA 5.625%, 4/20/15(f) ............................. 235 228,511 ITALY--0.5% Telecom Italia Capital S.A. 5.969%, 2/1/11(e) .. 155 153,735 Telecom Italia Capital S.A. 7.20%, 7/18/36(f) .. 290 298,061 ------------ 451,796 ------------ JAPAN--0.5% MUFG Capital Finance 1 Ltd. 6.346%, 7/25/36(e)(f) 265 267,150 Resona Bank Ltd. 144A 5.85%, 9/29/49(b)(e) ..... 250 244,410 ------------ 511,560 ------------ NETHERLANDS--0.5% ING Groep N.V. 5.775%, 12/8/49(e)(f) ........... 535 527,926 SPAIN--0.4% Santander Issuances S.A 144A 5.911%, 6/20/16(b)(f) .......................... 410 421,361 SWITZERLAND--0.4% Swiss Re Capital I LP 144A 6.854%, 5/29/49(b)(e)(f) ....................... 345 354,964 UNITED KINGDOM--0.3% HBOS plc 144A 6.413%, 9/29/49(b)(e) ........... 280 270,242 UNITED STATES--0.4% Endurance Specialty Holdings Ltd. 6.15%, 10/15/15 ................................ 165 162,720 Teva Pharmaceutical Finance LLC 6.15%, 2/1/36 .................................. 190 182,853 ------------ 345,573 ------------ - ----------------------------------------------------------------------------- TOTAL FOREIGN CORPORATE BONDS (IDENTIFIED COST $3,630,708) 3,624,292 - ----------------------------------------------------------------------------- PAR VALUE (000) VALUE ------- ----------- DEBT INDEX SECURITIES--4.6% Dow Jones CDX HY 6-T2 144A 7.375%, 6/29/11(b) ............................. $ 4,500 $ 4,569,750 - ----------------------------------------------------------------------------- TOTAL DEBT INDEX SECURITIES (IDENTIFIED COST $4,371,281) 4,569,750 - ----------------------------------------------------------------------------- SHARES ------ DOMESTIC CONVERTIBLE PREFERRED STOCKS--0.2% OTHER DIVERSIFIED FINANCIAL SERVICES--0.2% Bank of America Corp. Cv. Pfd. 6.204% .......... 7,200 183,744 - ----------------------------------------------------------------------------- TOTAL DOMESTIC CONVERTIBLE PREFERRED STOCKS (IDENTIFIED COST $180,000) 183,744 - ----------------------------------------------------------------------------- TOTAL LONG TERM INVESTMENTS--98.3% (IDENTIFIED COST $95,850,897) 96,407,265 - ----------------------------------------------------------------------------- PAR VALUE (000) VALUE ------- ------------ SHORT-TERM INVESTMENTS--26.4% FEDERAL AGENCY SECURITIES(h)--26.4% FHLB 4.70%, 10/3/06 ............................ $ 5,900 5,898,459 FNMA 5.12%, 10/13/06 ........................... 20,000 19,965,867 - ----------------------------------------------------------------------------- TOTAL SHORT-TERM INVESTMENTS (IDENTIFIED COST $25,864,326) 25,864,326 - ----------------------------------------------------------------------------- TOTAL INVESTMENTS--124.7% (Identified Cost $121,715,223) 122,271,591(a) Other assets and liabilities, net--(24.7)% (24,233,161) ------------ NET ASSETS--100.0% $ 98,038,430 ============ (a) Federal Income Tax Information: Net unrealized appreciation of investment securities is comprised of gross appreciation of $766,344 and gross depreciation of $554,319 for federal income tax purposes. At September 30, 2006, the aggregate cost of securities for federal income tax purposes was $122,059,566. (b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2006, these securities amounted to a value of $8,062,151 or 8.2% of net assets. (c) A corporate bond is considered to be foreign if the security is issued in a foreign country. The country of risk, noted in the header, is determined based on criteria described in Note 2G "Foreign security country determination" in the Notes to Financial Statements. (d) Principal amount is adjusted daily pursuant to the change in the Consumer Price Index. (e) Variable or step coupon security; interest rate shown reflects the rate currently in effect. (f) All or a portion segregated as collateral for a when-issued security. (g) When-issued security. (h) The rate shown is the discount rate. See Notes to Financial Statements 12 Phoenix Bond Fund STATEMENT OF ASSETS AND LIABILITIES SEPTEMBER 30, 2006 ASSETS Investment securities at value (Identified cost $121,715,223) $122,271,591 Cash 91,427 Receivables Interest 1,048,513 Investment securities sold 553,667 Fund shares sold 736 Prepaid expenses 35,473 ------------ Total assets 124,001,407 ------------ LIABILITIES Payables Investment securities purchased 25,713,177 Fund shares repurchased 107,674 Investment advisory fee 54,789 Administration fee 14,682 Distribution and service fees 11,552 Transfer agent fee 9,538 Trustees' fee 1,897 Other accrued expenses 49,668 ------------ Total liabilities 25,962,977 ------------ NET ASSETS $ 98,038,430 ============ NET ASSETS CONSIST OF: Capital paid in on shares of beneficial interest $ 99,816,547 Undistributed net investment income 80,567 Accumulated net realized loss (2,415,052) Net unrealized appreciation 556,368 ------------ NET ASSETS $ 98,038,430 ============ CLASS X Shares of beneficial interest outstanding, $1 par value, unlimited authorization (Net Assets $63,156,238) 6,093,517 Net asset value and offering price per share $10.36 CLASS A Shares of beneficial interest outstanding, $1 par value, unlimited authorization (Net Assets $28,021,726) 2,729,651 Net asset value per share $10.27 Offering price per share $10.27 /(1-4.75%) $10.78 CLASS B Shares of beneficial interest outstanding, $1 par value, unlimited authorization (Net Assets $5,459,285) 542,135 Net asset value and offering price per share $10.07 CLASS C Shares of beneficial interest outstanding, $1 par value, unlimited authorization (Net Assets $1,401,181) 138,853 Net asset value and offering price per share $10.09 STATEMENT OF OPERATIONS YEAR ENDED SEPTEMBER 30, 2006 INVESTMENT INCOME Interest $ 4,121,443 ----------- Total investment income 4,121,443 ----------- EXPENSES Investment advisory fee 385,870 Service fees, Class A 71,638 Distribution and service fees, Class B 60,755 Distribution and service fees, Class C 17,237 Financial agent fee 53,470 Administration fee 21,580 Transfer agent 77,698 Registration 46,781 Trustees 33,601 Professional 30,229 Printing 26,447 Custodian 21,215 Miscellaneous 15,186 ----------- Total expenses 861,707 Less expenses reimbursed by investment adviser (62,088) Custodian fees paid indirectly (3,841) ----------- Net expenses 795,778 ----------- NET INVESTMENT INCOME (LOSS) 3,325,665 ----------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments (1,669,045) Net change in unrealized appreciation (depreciation) on investments 1,815,389 ----------- NET GAIN (LOSS) ON INVESTMENTS 146,344 ----------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 3,472,009 =========== See Notes to Financial Statements 13 Phoenix Bond Fund STATEMENT OF CHANGES IN NET ASSETS
Year Ended Year Ended September 30, 2006 September 30, 2005 ------------------ ------------------ FROM OPERATIONS Net investment income (loss) $ 3,325,665 $ 2,426,668 Net realized gain (loss) (1,669,045) 892,463 Net change in unrealized appreciation (depreciation) 1,815,389 (1,644,878) ------------ ------------ INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 3,472,009 1,674,253 ------------ ------------ FROM DISTRIBUTIONS TO SHAREHOLDERS Net investment income, Class X (1,848,147) (1,255,458) Net investment income, Class A (1,157,117) (908,570) Net investment income, Class B (202,816) (172,422) Net investment income, Class C (57,016) (70,220) Net realized short-term gains, Class X (217,988) (23,407) Net realized short-term gains, Class A (240,381) (20,883) Net realized short-term gains, Class B (53,467) (5,041) Net realized short-term gains, Class C (15,709) (1,731) Net realized long-term gains, Class X (160,385) (199,697) Net realized long-term gains, Class A (177,324) (138,063) Net realized long-term gains, Class B (39,451) (37,483) Net realized long-term gains, Class C (11,593) (17,018) ------------ ------------ DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (4,181,394) (2,849,993) ------------ ------------ FROM SHARE TRANSACTIONS CLASS X Proceeds from sales of shares (281,717 and 314,375 shares, respectively) 2,919,771 3,357,093 Net asset value of shares issued from reinvestment of distributions (176,029 and 125,855 shares, respectively) 1,808,080 1,341,497 Proceeds from shares issued in conjunction with Plan of Reorganization (4,573,055 and 0 shares, respectively) (See Note 11) 46,685,805 -- Cost of shares repurchased (1,790,941 and 1,265,755 shares, respectively) (18,412,831) (13,466,739) ------------ ------------ Total 33,000,825 (8,768,149) ------------ ------------ CLASS A Proceeds from sales of shares (334,569 and 786,273 shares, respectively) 3,429,757 8,304,323 Net asset value of shares issued from reinvestment of distributions (144,366 and 92,974 shares, respectively) 1,472,109 981,817 Cost of shares repurchased (568,757 and 868,173 shares, respectively) (5,822,306) (9,212,953) ------------ ------------ Total (920,440) 73,187 ------------ ------------ CLASS B Proceeds from sales of shares (58,126 and 97,249 shares, respectively) 582,311 1,013,515 Net asset value of shares issued from reinvestment of distributions (18,400 and 14,754 shares, respectively) 184,333 152,997 Cost of shares repurchased (187,005 and 165,640 shares, respectively) (1,876,269) (1,720,311) ------------ ------------ Total (1,109,625) (553,799) ------------ ------------ CLASS C Proceeds from sales of shares (17,873 and 4,759 shares, respectively) 179,308 49,556 Net asset value of shares issued from reinvestment of distributions (6,498 and 6,499 shares, respectively) 65,229 67,598 Cost of shares repurchased (83,511 and 179,275 shares, respectively) (838,461) (1,866,267) ------------ ------------ Total (593,924) (1,749,113) ------------ ------------ INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS 30,376,836 (10,997,874) ------------ ------------ NET INCREASE (DECREASE) IN NET ASSETS 29,667,451 (12,173,614) ------------ ------------ NET ASSETS Beginning of period 68,370,979 80,544,593 ------------ ------------ END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $80,567 AND $19,998,RESPECTIVELY) $ 98,038,430 $ 68,370,979 ============ ============
See Notes to Financial Statements 14 Phoenix Bond Fund FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
CLASS X ---------------------------------------------------------- Year Ended September 30, ---------------------------------------------------------- 2006 2005 2004 2003 2002(4) Net asset value, beginning of period $10.56 $10.73 $10.78 $10.39 $10.44 INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss)(1) 0.47 0.37 0.40 0.41 0.48 Net realized and unrealized gain (loss) (0.08) (0.11) 0.08 0.46 0.12 ------ ------ ------ ------ ------ TOTAL FROM INVESTMENT OPERATIONS 0.39 0.26 0.48 0.87 0.60 ------ ------ ------ ------ ------ LESS DISTRIBUTIONS: Dividends from net investment income (0.44) (0.37) (0.46) (0.42) (0.49) Distributions from net realized gains (0.15) (0.06) (0.07) (0.06) (0.16) ------ ------ ------ ------ ------ TOTAL DISTRIBUTIONS (0.59) (0.43) (0.53) (0.48) (0.65) ------ ------ ------ ------ ------ Change in net asset value (0.20) (0.17) (0.05) 0.39 (0.05) ------ ------ ------ ------ ------ NET ASSET VALUE, END OF PERIOD $10.36 $10.56 $10.73 $10.78 $10.39 ====== ====== ====== ====== ====== Total return 3.84% 2.44% 4.54% 8.57% 5.94% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $63,156 $30,126 $39,476 $35,966 $48,606 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses 0.82% 0.89% 0.80% 0.86% 0.83%(3) Gross operating expenses 0.82% 0.89% 0.80% 0.86% 0.83% Net investment income 4.59% 3.45% 3.72% 3.93% 4.75% Portfolio turnover 275% 221% 136% 244% 410% CLASS A ---------------------------------------------------------- Year Ended September 30, ---------------------------------------------------------- 2006 2005 2004 2003 2002(4) Net asset value, beginning of period $10.46 $10.63 $10.68 $10.29 $10.37 INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss)(1) 0.43 0.34 0.36 0.38 0.44 Net realized and unrealized gain (loss) (0.06) (0.11) 0.08 0.45 0.11 ------ ------ ------ ------ ------ TOTAL FROM INVESTMENT OPERATIONS 0.37 0.23 0.44 0.83 0.55 ------ ------ ------ ------ ------ LESS DISTRIBUTIONS: Dividends from net investment income (0.41) (0.34) (0.42) (0.38) (0.47) Distributions from net realized gains (0.15) (0.06) (0.07) (0.06) (0.16) ------ ------ ------ ------ ------ TOTAL DISTRIBUTIONS (0.56) (0.40) (0.49) (0.44) (0.63) ------ ------ ------ ------ ------ Change in net asset value (0.19) (0.17) (0.05) 0.39 (0.08) ------ ------ ------ ------ ------ NET ASSET VALUE, END OF PERIOD $10.27 $10.46 $10.63 $10.68 $10.29 ====== ====== ====== ====== ====== Total return(2) 3.51% 2.14% 4.33% 8.28% 5.50% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $28,022 $29,501 $29,864 $21,263 $21,127 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses 1.11% 1.15% 1.11% 1.15% 1.15% Gross operating expenses 1.15% 1.19% 1.11% 1.21% 1.22% Net investment income 4.21% 3.20% 3.37% 3.65% 4.38% Portfolio turnover 275% 221% 136% 244% 410% (1) Computed using average shares outstanding. (2) Sales charges are not reflected in total return calculation. (3) For the period ended September 30, 2002 for Class X, the ratio of net operating expenses to average net assets excludes the effect of expense offsets for custodian fees; if expense offsets were included, the ratio of net operating expenses to average net assets would have been 0.01% lower than the ratio shown in the table. (4) As required, effective October 1, 2001, the Fund adopted the provisions of AICPA Audit and Accounting Guide for Investment Companies and began including paydown gains and losses in interest income. The effect of this change for the year ended September 30, 2002, was to decrease the ratio of net investment income to average net assets from 4.80% to 4.75% and from 4.44% to 4.38% for Class X and Class A, respectively; to decrease net investment income (loss) per share from $0.49 to $0.48 per share and from $0.45 to $0.44 per share for Class X and Class A, respectively; and, to increase net realized and unrealized gain (loss) from $0.11 to $0.12 per share and from $0.10 to $0.11 per share for Class X and Class A, respectively. Per share ratios and supplemental data for prior periods have not been restated to reflect this change.
See Notes to Financial Statements 15 Phoenix Bond Fund FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
CLASS B ---------------------------------------------------------- Year Ended September 30, ---------------------------------------------------------- 2006 2005 2004 2003 2002(3) Net asset value, beginning of period $10.28 $10.44 $10.50 $10.13 $10.25 INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss)(1) 0.34 0.25 0.28 0.30 0.36 Net realized and unrealized gain (loss) (0.06) (0.09) 0.08 0.44 0.11 ------ ------ ------ ------ ------ TOTAL FROM INVESTMENT OPERATIONS 0.28 0.16 0.36 0.74 0.47 ------ ------ ------ ------ ------ LESS DISTRIBUTIONS: Dividends from net investment income (0.34) (0.26) (0.35) (0.31) (0.43) Distributions from net realized gains (0.15) (0.06) (0.07) (0.06) (0.16) ------ ------ ------ ------ ------ TOTAL DISTRIBUTIONS (0.49) (0.32) (0.42) (0.37) (0.59) ------ ------ ------ ------ ------ Change in net asset value (0.21) (0.16) (0.06) 0.37 (0.12) ------ ------ ------ ------ ------ NET ASSET VALUE, END OF PERIOD $10.07 $10.28 $10.44 $10.50 $10.13 ====== ====== ====== ====== ====== Total return(2) 2.80% 1.36% 3.54% 7.43% 4.83% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $5,459 $6,706 $7,375 $10,218 $10,093 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses 1.88% 1.90% 1.90% 1.90% 1.90% Gross operating expenses 2.30% 2.30% 2.07% 2.10% 2.16% Net investment income 3.43% 2.45% 2.69% 2.91% 3.63% Portfolio turnover 275% 221% 136% 244% 410% CLASS X ---------------------------------------------------------- Year Ended September 30, ---------------------------------------------------------- 2006 2005 2004 2003 2002(3) Net asset value, beginning of period $10.30 $10.46 $10.52 $10.15 $10.26 INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss)(1) 0.34 0.25 0.28 0.30 0.36 Net realized and unrealized gain (loss) (0.06) (0.09) 0.08 0.44 0.12 ------ ------ ------ ------ ------ TOTAL FROM INVESTMENT OPERATIONS 0.28 0.16 0.36 0.74 0.48 ------ ------ ------ ------ ------ LESS DISTRIBUTIONS: Dividends from net investment income (0.34) (0.26) (0.35) (0.31) (0.43) Distributions from net realized gains (0.15) (0.06) (0.07) (0.06) (0.16) ------ ------ ------ ------ ------ TOTAL DISTRIBUTIONS (0.49) (0.32) (0.42) (0.37) (0.59) ------ ------ ------ ------ ------ Change in net asset value (0.21) (0.16) (0.06) 0.37 (0.11) ------ ------ ------ ------ ------ NET ASSET VALUE, END OF PERIOD $10.09 $10.30 $10.46 $10.52 $10.15 ====== ====== ====== ====== ====== Total return(2) 2.79% 1.35% 3.53% 7.42% 4.83% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $1,401 $2,038 $3,829 $4,754 $5,052 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses 1.88% 1.90% 1.90% 1.90% 1.90% Gross operating expenses 3.44% 2.90% 2.37% 2.41% 2.50% Net investment income 3.41% 2.44% 2.64% 2.91% 3.63% Portfolio turnover 275% 221% 136% 244% 410% (1) Computed using average shares outstanding. (2) Sales charges are not reflected in total return calculation. (3) As required, effective October 1, 2001, the Fund adopted the provisions of AICPA Audit and Accounting Guide for Investment Companies and began including paydown gains and losses in interest income. The effect of this change for the year ended September 30, 2002, was to decrease the ratio of net investment income to average net assets from 3.69% to 3.63% for Class B and Class C; to decrease net investment income (loss) per share from $0.37 to $0.36 per share for Class B and Class C; and, to increase net realized and unrealized gain (loss) from $0.10 to $0.11 per share and from $0.11 to $0.12 per share for Class B and Class C, respectively. Per share ratios and supplemental data for prior periods have not been restated to reflect this change.
See Notes to Financial Statements 16 PHOENIX EARNINGS DRIVEN GROWTH FUND A DISCUSSION WITH THE FUND'S PORTFOLIO MANAGEMENT TEAM Q: HOW DID THE PHOENIX EARNINGS DRIVEN GROWTH FUND PERFORM OVER THE FISCAL YEAR ENDED SEPTEMBER 30, 2006? A: For the year ended September 30, 2006, the Fund's Class X shares returned 5.70%, Class A shares returned 5.45%, Class B shares returned 4.58% and Class C shares returned 4.58%. For the same period, the S&P 500(R) Index, a broad-based equity index, returned 10.79%, and the Russell Midcap(R) Growth Index, which is the Fund's style-specific index appropriate for comparison, returned 7.03%. All performance figures assume reinvestment of distributions and exclude the effect of sales charges. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS AND CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE SHOWN ABOVE. Q: HOW DID THE EQUITY MARKETS PERFORM DURING THE FUND'S FISCAL YEAR? A: The 12-month period ended September 30, 2006 presented investors with a multitude of challenges - including a decelerating economy, volatile energy prices, geopolitical unrest, interest rate hikes and inflation concerns, a deflating housing bubble and earnings fears. Volatility in the markets increased and most leading economic indicators began to slow. However, in spite of all of these negative factors, opportunities for equity investors remained. Resilient, albeit volatile, corporate profit growth and attractive valuations drove most equity indexes higher during the Fund's fiscal year. During this timeframe, large-cap stocks, as measured by the Russell 1000(R) Index, and their small-cap counterparts (as measured by the Russell 2000(R) Index) posted similar returns, while value stocks outperformed their growth competitors across all market capitalizations. We believe the dynamics that have carried us through the third calendar quarter of 2006 remain intact. We sit squarely in the "soft landing" camp, with a constructive view on the stock market in general and growth equities in particular. Q: WHAT FACTORS AFFECTED THE FUND'S PERFORMANCE DURING ITS FISCAL YEAR? A: Beyond macroeconomic considerations, in the 12 months ended September 30, 2006, our relative overweight positions in the outperforming telecommunications and materials sectors and our underweight stakes in the underperforming consumer discretionary and energy sectors positively affected performance. Conversely, our relative underweight position in the financials sector and overweight allocation to the industrials sector negatively impacted performance. The top five contributing portfolio holdings during the year included Humana Inc., Cognizant Corp., Network Appliance Inc., NII Holdings Inc. and International Game Technology. The bottom five contributing positions were Urban Outfitters Inc., Silicon Laboratories Inc., United Surgical Partners International, Kinetic Concepts Inc. and Xilinx Inc. OCTOBER 2006 THE PRECEDING INFORMATION IS THE OPINION OF PORTFOLIO MANAGEMENT. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, AND THERE IS NO GUARANTEE THAT MARKET FORECASTS WILL BE REALIZED. FOR DEFINITIONS OF INDEXES CITED AND CERTAIN INVESTMENT TERMS USED IN THIS REPORT, SEE THE GLOSSARY ON PAGE 3. 17 Phoenix Earnings Driven Growth Fund - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS (1) PERIODS ENDING 9/30/06 - --------------------------------------------------------------------------------
INCEPTION INCEPTION 1 YEAR 5 YEARS 10 YEARS TO 9/30/06 DATE ------ ------ -------- ----------- --------- Class X Shares at NAV (2) 5.70% 2.97% 5.79% -- -- Class A Shares at NAV (2) 5.45 2.72 5.47 -- -- Class A Shares at POP (3) (0.62) 1.51 4.85 -- -- Class B Shares at NAV (2) 4.58 1.93 -- 2.31% 7/1/98 Class B Shares with CDSC (4) 0.58 1.93 -- 2.31 7/1/98 Class C Shares at NAV (2) 4.58 1.93 -- 2.31 7/1/98 Class C Shares with CDSC (4) 4.58 1.93 -- 2.31 7/1/98 S&P 500(R) Index 10.79 6.98 8.62 Note 5 Note 5 Russell Midcap(R) Growth Index 7.03 12.01 8.20 Note 6 Note 6 ALL RETURNS REPRESENT PAST PERFORMANCE WHICH IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE SHOWN. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. THE ABOVE TABLE AND GRAPH BELOW DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF SHARES. PLEASE VISIT PHOENIXFUNDS.COM FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END. (1) TOTAL RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE AND THE REINVESTMENT OF BOTH DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS. (2) "NAV" (NET ASSET VALUE) TOTAL RETURNS DO NOT INCLUDE THE EFFECT OF ANY SALES CHARGE. (3) "POP" (PUBLIC OFFERING PRICE) TOTAL RETURNS INCLUDE THE EFFECT OF THE MAXIMUM FRONT-END 5.75% SALES CHARGE. (4) CDSC (CONTINGENT DEFERRED SALES CHARGE) IS APPLIED TO REDEMPTIONS OF CERTAIN CLASSES OF SHARES THAT DO NOT HAVE A SALES CHARGE APPLIED AT THE TIME OF PURCHASE. CDSC CHARGES FOR B SHARES DECLINE FROM 5% TO 0% OVER A FIVE YEAR PERIOD. CDSC CHARGES FOR C SHARES ARE 1% IN THE FIRST YEAR AND 0% THEREAFTER. (5) INDEX PERFORMANCE IS 3.47% FOR CLASS B AND CLASS C (SINCE 7/1/98). (6) INDEX PERFORMANCE IS 5.43% FOR CLASS B AND CLASS C (SINCE 7/1/98).
- -------------------------------------------------------------------------------- GROWTH OF $10,000 PERIODS ENDING 9/30 - -------------------------------------------------------------------------------- This Growth of $10,000 chart assumes an initial investment of $10,000 made on 9/30/96 in Class X and Class A shares. The total return for Class X shares reflects no sales charge. The total return for Class A shares reflects the maximum sales charge of 5.75% on the initial investment. The performance of the other share classes will be greater or less than that shown based on differences in inception dates, fees and sales charges. Performance assumes dividends and capital gain distributions are reinvested. [GRAPHIC OMITTED] EDGAR REPRESENTATION OF DATA USED IN PRINTED GRAPHIC AS FOLLOWS: Phoenix Phoenix Earnings Driven Earnings Driven Russell Growth Fund Growth Fund Midcap(R) Growth S&P 500(R) Class X Class A Index Index --------------- --------------- ---------------- ---------- 9/30/96 $10,000 $ 9,425 $10,000 $10,000 9/30/97 11,139 10,485 12,964 14,067 9/30/98 10,670 9,988 11,749 15,354 9/30/99 14,192 13,211 16,119 19,612 9/29/00 27,222 25,273 25,851 22,233 9/28/01 15,177 14,046 12,469 16,311 9/30/02 12,093 11,165 10,536 12,971 9/30/03 14,385 13,253 14,634 16,139 9/30/04 14,626 13,444 16,635 18,377 9/30/05 16,618 15,231 20,540 20,626 9/30/06 17,565 16,060 21,984 22,852 For information regarding the indexes, see the glossary on page 3. 18 Phoenix Earnings Driven Growth Fund ABOUT YOUR FUND'S EXPENSES We believe it is important for you to understand the impact of costs on your investments. All mutual funds have operating expenses. As a shareholder of the Earnings Driven Growth Fund, you incur two types of costs: (1) transaction costs, including sales charges on purchases of Class A shares and contingent deferred sales charges on Class B and Class C shares; and (2) ongoing costs, including investment advisory fees; distribution and service fees; and other expenses. Class X shares are sold without a sales charge and do not incur distribution and service fees. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period. ACTUAL EXPENSES The first line of the accompanying tables provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the accompanying tables provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the accompanying tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges or contingent deferred sales charges. Therefore, the second line of the accompanying tables is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower depending on the amount of your investments and timing of any purchases or redemptions. Earnings Driven Beginning Ending Expenses Paid Growth Fund Account Value Account Value During Class X March 31, 2006 September 30, 2006 Period* --------------- -------------- ------------------ ------------- Actual $1,000.00 $ 949.30 $5.80 Hypothetical (5% return before expenses) 1,000.00 1,019.07 6.03 * EXPENSES ARE EQUAL TO THE FUND'S CLASS X ANNUALIZED EXPENSE RATIO OF 1.19%, WHICH IS NET OF WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (183) EXPENSES WERE ACCRUED IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE ONE-HALF YEAR PERIOD. Earnings Driven Beginning Ending Expenses Paid Growth Fund Account Value Account Value During Class a March 31, 2006 September 30, 2006 Period* --------------- -------------- ------------------ ------------- Actual $1,000.00 $ 947.80 $7.00 Hypothetical (5% return before expenses) 1,000.00 1,017.82 7.28 * EXPENSES ARE EQUAL TO THE FUND'S CLASS A ANNUALIZED EXPENSE RATIO OF 1.43%, WHICH IS NET OF WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (183) EXPENSES WERE ACCRUED IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE ONE-HALF YEAR PERIOD. Earnings Driven Beginning Ending Expenses Paid Growth Fund Account Value Account Value During Class B March 31, 2006 September 30, 2006 Period* --------------- -------------- ------------------ ------------- Actual $1,000.00 $ 944.30 $10.64 Hypothetical (5% return before expenses) 1,000.00 1,014.01 11.09 * EXPENSES ARE EQUAL TO THE FUND'S CLASS B ANNUALIZED EXPENSE RATIO OF 2.18%, WHICH IS NET OF WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (183) EXPENSES WERE ACCRUED IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE ONE-HALF YEAR PERIOD. Earnings Driven Beginning Ending Expenses Paid Growth Fund Account Value Account Value During Class C March 31, 2006 September 30, 2006 Period* --------------- -------------- ------------------ ------------- Actual $1,000.00 $ 944.30 $10.64 Hypothetical (5% return before expenses) 1,000.00 1,014.01 11.09 * EXPENSES ARE EQUAL TO THE FUND'S CLASS C ANNUALIZED EXPENSE RATIO OF 2.18%, WHICH IS NET OF WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (183) EXPENSES WERE ACCRUED IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE ONE-HALF YEAR PERIOD. YOU CAN FIND MORE INFORMATION ABOUT THE FUND'S EXPENSES IN THE FINANCIAL STATEMENTS SECTION THAT FOLLOWS. FOR ADDITIONAL INFORMATION ON OPERATING EXPENSES AND OTHER SHAREHOLDER COSTS REFER TO THE PROSPECTUS. 19 Phoenix Earnings Driven Growth Fund - -------------------------------------------------------------------------------- SECTOR WEIGHTINGS 9/30/06 - -------------------------------------------------------------------------------- As a percentage of total investments [GRAPHIC OMITTED] EDGAR REPRESENTATION OF DATA USED IN PRINTED GRAPHIC AS FOLLOWS: Information Technology 27% Consumer Discretionary 18 Health Care 15 Industrials 12 Financials 8 Energy 6 Other 14 SCHEDULE OF INVESTMENTS SEPTEMBER 30, 2006 SHARES VALUE ------------ ----------- DOMESTIC COMMON STOCKS--96.8% ADVERTISING--2.1% Lamar Advertising Co. Class A(b) ............... 14,960 $ 799,014 APPAREL RETAIL--4.2% Crew (J.) Group, Inc.(b) ....................... 27,800 835,946 TJX Cos., Inc. (The) ........................... 26,240 735,507 ----------- 1,571,453 ----------- APPAREL, ACCESSORIES & LUXURY GOODS--2.1% Polo Ralph Lauren Corp. ........................ 12,460 806,037 BIOTECHNOLOGY--2.4% Genzyme Corp.(b) ............................... 13,570 915,568 CASINOS & GAMING--1.5% International Game Technology .................. 14,000 581,000 COMMUNICATIONS EQUIPMENT--1.4% Tellabs, Inc.(b) ............................... 48,890 535,834 COMPUTER & ELECTRONICS RETAIL--2.1% Circuit City Stores, Inc. ...................... 30,680 770,375 COMPUTER STORAGE & PERIPHERALS--4.2% Network Appliance, Inc.(b) ..................... 23,750 878,987 SanDisk Corp.(b) ............................... 13,220 707,799 ----------- 1,586,786 ----------- CONSTRUCTION & FARM MACHINERY & HEAVY TRUCKS--2.2% Oshkosh Truck Corp. ............................ 16,280 821,652 CONSTRUCTION MATERIALS--2.1% Vulcan Materials Co. ........................... 10,140 793,455 SHARES VALUE ------------ ----------- DATA PROCESSING & OUTSOURCED SERVICES--3.4% Alliance Data Systems Corp.(b) ................. 11,130 $ 614,265 Global Payments, Inc. .......................... 15,040 661,910 ----------- 1,276,175 ----------- DISTILLERS & VINTNERS--1.5% Brown-Forman Corp. Class B ..................... 7,550 578,708 ELECTRICAL COMPONENTS & EQUIPMENT--4.1% Ametek, Inc. ................................... 18,200 792,610 Rockwell Automation, Inc. ...................... 12,510 726,831 ----------- 1,519,441 ----------- ELECTRONIC EQUIPMENT MANUFACTURERS--1.6% Agilent Technologies, Inc.(b) .................. 18,690 610,976 ELECTRONIC MANUFACTURING SERVICES--2.0% Molex, Inc. .................................... 19,390 755,628 FOOD RETAIL--1.8% Whole Foods Market, Inc. ....................... 11,360 675,125 HEALTH CARE EQUIPMENT--2.1% ArthroCare Corp.(b) ............................ 16,970 795,214 HEALTH CARE FACILITIES--1.6% LifePoint Hospitals, Inc.(b) ................... 16,500 582,780 HEALTH CARE SERVICES--3.5% Express Scripts, Inc.(b) ....................... 6,900 520,881 Quest Diagnostics, Inc. ........................ 13,100 801,196 ----------- 1,322,077 ----------- HEALTH CARE SUPPLIES--1.9% Gen-Probe, Inc.(b) ............................. 15,400 722,106 See Notes to Financial Statements 20 Phoenix Earnings Driven Growth Fund SHARES VALUE ------------ ----------- HOME ENTERTAINMENT SOFTWARE--1.8% Activision, Inc.(b) ............................ 44,940 $ 678,594 HOMEBUILDING--1.6% Centex Corp. ................................... 11,120 585,134 HOUSEHOLD PRODUCTS--1.6% Church & Dwight Co., Inc. ...................... 15,010 587,041 HOUSEWARES & SPECIALTIES--1.5% Newell Rubbermaid, Inc. ........................ 20,320 575,462 HUMAN RESOURCES & EMPLOYMENT SERVICES--1.4% Monster Worldwide, Inc.(b) ..................... 14,890 538,869 INDUSTRIAL MACHINERY--4.0% Eaton Corp. .................................... 10,630 731,876 Harsco Corp. ................................... 9,670 750,875 ----------- 1,482,751 ----------- INVESTMENT BANKING & BROKERAGE--2.2% Jefferies Group, Inc. .......................... 28,400 809,400 IT CONSULTING & OTHER SERVICES--2.6% Cognizant Technology Solutions Corp. Class A(b) 12,960 959,818 MANAGED HEALTH CARE--3.3% Humana, Inc.(b) ................................ 11,190 739,547 Sierra Health Services, Inc.(b) ................ 12,810 484,730 ----------- 1,224,277 ----------- METAL & GLASS CONTAINERS--1.9% Ball Corp. ..................................... 17,250 697,763 OIL & GAS DRILLING--1.5% Diamond Offshore Drilling, Inc. ................ 7,550 546,394 OIL & GAS EQUIPMENT & SERVICES--2.6% Grant Prideco, Inc.(b) ......................... 12,920 491,348 Weatherford International Ltd.(b) .............. 11,500 479,780 ----------- 971,128 ----------- OIL & GAS REFINING & MARKETING--1.6% Sunoco, Inc. ................................... 9,440 587,074 REAL ESTATE MANAGEMENT & DEVELOPMENT--2.1% CB Richard Ellis Group, Inc. Class A(b) ........ 31,850 783,510 REGIONAL BANKS--1.5% Marshall & Ilsley Corp. ........................ 11,850 570,933 SEMICONDUCTOR EQUIPMENT--4.2% KLA-Tencor Corp. ............................... 14,800 658,156 MEMC Electronic Materials, Inc.(b) ............. 24,770 907,325 ----------- 1,565,481 ----------- SHARES VALUE ------------ ----------- SEMICONDUCTORS--6.0% Intersil Corp. Class A ......................... 32,530 $ 798,611 Microchip Technology, Inc. ..................... 19,640 636,729 Xilinx, Inc. ................................... 37,500 823,125 ----------- 2,258,465 ----------- SPECIALTY CHEMICALS--1.5% Rohm and Haas Co. .............................. 12,050 570,568 SPECIALTY STORES--1.6% Office Depot, Inc.(b) .......................... 14,700 583,590 WIRELESS TELECOMMUNICATION SERVICES--4.5% American Tower Corp. Class A(b) ................ 21,940 800,810 NII Holdings, Inc.(b) .......................... 14,460 898,834 ----------- 1,699,644 ----------- - ----------------------------------------------------------------------------- TOTAL DOMESTIC COMMON STOCKS (IDENTIFIED COST $32,137,801) 36,295,300 - ----------------------------------------------------------------------------- FOREIGN COMMON STOCKS(c)--3.3% ASSET MANAGEMENT & CUSTODY BANKS--2.2% Amvescap plc Sponsored ADR (United States) ..... 38,210 837,563 BROADCASTING & CABLE TV--1.1% Central European Media Enterprises Ltd. (Bermuda)(b) ................................... 6,000 402,300 - ----------------------------------------------------------------------------- TOTAL FOREIGN COMMON STOCKS (IDENTIFIED COST $1,098,883) 1,239,863 - ----------------------------------------------------------------------------- TOTAL LONG TERM INVESTMENTS--100.1% (IDENTIFIED COST $33,236,684) 37,535,163 - ----------------------------------------------------------------------------- PAR VALUE (OOO) VALUE ------------ ----------- SHORT-TERM INVESTMENTS--0.3% REPURCHASE AGREEMENTS--0.3% State Street Bank & Trust Co. repurchase agreement, 3% dated 9/29/06 due 10/2/06, repurchase price $113,028 collateralized by U.S. Treasury Bond 7.125%, 2/15/23, market value $120,068 .......................... $ 113 113,000 - ----------------------------------------------------------------------------- TOTAL SHORT-TERM INVESTMENTS (IDENTIFIED COST $113,000) 113,000 - ----------------------------------------------------------------------------- TOTAL INVESTMENTS--100.4% (IDENTIFIED COST $33,349,684) 37,648,163(a) Other assets and liabilities, net--(0.4)% (160,805) ----------- NET ASSETS--100.0% $37,487,358 =========== (a) Federal Income Tax Information: Net unrealized appreciation of investment securities is comprised of gross appreciation of $5,083,372 and gross depreciation of $784,893 for federal income tax purposes. At September 30, 2006, the aggregate cost of securities for federal income tax purposes was $33,349,684. (b) Non-income producing. (c) A common stock is considered to be foreign if the security is issued in a foreign country. The country of risk, noted parenthetically, is determined based on criteria described in Note 2G "Foreign security country determination" in the Notes to Financial Statements. See Notes to Financial Statements 21 Phoenix Earnings Driven Growth Fund STATEMENT OF ASSETS AND LIABILITIES SEPTEMBER 30, 2006 ASSETS Investment securities at value (Identified cost $33,349,684) $ 37,648,163 Cash 499 Receivables Dividends and interest 11,311 Fund shares sold 1,059 Prepaid expenses 28,456 ------------ Total assets 37,689,488 ------------ LIABILITIES Payables Fund shares repurchased 91,136 Professional fee 29,282 Investment advisory fee 25,053 Transfer agent fee 22,475 Distribution and service fees 18,093 Administration fee 5,966 Trustees' fee 856 Other accrued expenses 9,269 ------------ Total liabilities 202,130 ------------ NET ASSETS $ 37,487,358 ============ NET ASSETS CONSIST OF: Capital paid in on shares of beneficial interest $ 95,432,353 Accumulated net realized loss (62,243,474) Net unrealized appreciation 4,298,479 ------------ NET ASSETS $ 37,487,358 ============ CLASS X Shares of beneficial interest outstanding, $1 par value, unlimited authorization (Net Assets $4,442,647) 244,504 Net asset value and offering price per share $18.17 CLASS A Shares of beneficial interest outstanding, $1 par value, unlimited authorization (Net Assets $14,823,281) 841,364 Net asset value per share $17.62 Offering price per share $17.62 /(1-5.75%) $18.69 CLASS B Shares of beneficial interest outstanding, $1 par value, unlimited authorization (Net Assets $10,677,650) 649,765 Net asset value and offering price per share $16.43 CLASS C Shares of beneficial interest outstanding, $1 par value, unlimited authorization (Net Assets $7,543,780) 459,081 Net asset value and offering price per share $16.43 STATEMENT OF OPERATIONS YEAR ENDED SEPTEMBER 30, 2006 INVESTMENT INCOME Dividends $ 372,124 Interest 11,557 ---------- Total investment income 383,681 ---------- EXPENSES Investment advisory fee 389,570 Service fees, Class A 45,241 Distribution and service fees, Class B 126,032 Distribution and service fees, Class C 93,863 Financial agent fee 43,790 Administration fee 8,725 Transfer agent 143,680 Printing 47,479 Registration 46,705 Professional 35,063 Trustees 25,040 Custodian 8,938 Miscellaneous 15,444 ---------- Total expenses 1,029,570 Less expenses reimbursed by investment adviser (192,713) Custodian fees paid indirectly (25) ---------- Net expenses 836,832 ---------- NET INVESTMENT INCOME (LOSS) (453,151) ---------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments 4,154,188 Net change in unrealized appreciation (depreciation) on investments (486,363) ---------- NET GAIN (LOSS) ON INVESTMENTS 3,667,825 ---------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $3,214,674 ========== See Notes to Financial Statements 22 Phoenix Earnings Driven Growth Fund STATEMENT OF CHANGES IN NET ASSETS
Year Ended Year Ended September 30, 2006 September 30, 2005 ------------------ ------------------ FROM OPERATIONS Net investment income (loss) $ (453,151) $ (889,360) Net realized gain (loss) 4,154,188 12,229,907 Net change in unrealized appreciation (depreciation) (486,363) (321,791) ----------- ----------- INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 3,214,674 11,018,756 ----------- ----------- FROM SHARE TRANSACTIONS CLASS X Proceeds from sales of shares (85,699 and 115,707 shares, respectively) 1,581,043 1,948,348 Cost of shares repurchased (534,394 and 321,766 shares, respectively) (10,058,335) (5,278,625) ----------- ----------- Total (8,477,292) (3,330,277) ----------- ----------- CLASS A Proceeds from sales of shares (54,694 and 212,154 shares, respectively) 958,077 3,442,035 Cost of shares repurchased (535,784 and 1,606,425 shares, respectively) (9,307,736) (26,216,277) ----------- ----------- Total (8,349,659) (22,774,242) ----------- ----------- CLASS B Proceeds from sales of shares (14,619 and 36,719 shares, respectively) 244,000 558,969 Cost of shares repurchased (281,794 and 452,785 shares, respectively) (4,610,729) (6,963,875) ----------- ----------- Total (4,366,729) (6,404,906) ----------- ----------- CLASS C Proceeds from sales of shares (6,395 and 15,757 shares, respectively) 104,406 242,644 Cost of shares repurchased (261,194 and 864,860 shares, respectively) (4,271,824) (13,217,943) ----------- ----------- Total (4,167,418) (12,975,299) ----------- ----------- INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS (25,361,098) (45,484,724) ----------- ----------- NET INCREASE (DECREASE) IN NET ASSETS (22,146,424) (34,465,968) NET ASSETS Beginning of period 59,633,782 94,099,750 ----------- ----------- END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $0 AND $0, RESPECTIVELY) $37,487,358 $59,633,782 =========== ===========
See Notes to Financial Statements 23 Phoenix Earnings Driven Growth Fund FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
CLASS X ---------------------------------------------------------------------------- Year Ended September 30, ---------------------------------------------------------------------------- 2006 2005 2004 2003 2002 Net asset value, beginning of period $17.19 $15.13 $14.88 $12.51 $15.70 INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss)(1) (0.07) (0.11) (0.09) (0.11) (0.13) Net realized and unrealized gain (loss) 1.05 2.17 0.34 2.48 (3.06) ------ ------ ------ ------ ------ TOTAL FROM INVESTMENT OPERATIONS 0.98 2.06 0.25 2.37 (3.19) ------ ------ ------ ------ ------ Change in net asset value 0.98 2.06 0.25 2.37 (3.19) ------ ------ ------ ------ ------ NET ASSET VALUE, END OF PERIOD $18.17 $17.19 $15.13 $14.88 $12.51 ====== ====== ====== ====== ====== Total return 5.70 % 13.62 % 1.68 % 18.94 % (20.32)% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $4,443 $11,917 $13,606 $18,005 $11,219 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses 1.17 %(3) 1.15 % 1.13 % 1.15 % 1.15 % Gross operating expenses 1.47 % 1.36 % 1.13 % 1.24 % 1.24 % Net investment income (loss) (0.40)% (0.64)% (0.57)% (0.77)% (0.75)% Portfolio turnover 64 % 100 % 200 % 164 % 135 %
CLASS A ---------------------------------------------------------------------------- Year Ended September 30, ---------------------------------------------------------------------------- 2006 2005 2004 2003 2002 Net asset value, beginning of period $16.71 $14.75 $14.54 $12.25 $15.41 INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss)(1) (0.11) (0.14) (0.13) (0.13) (0.16) Net realized and unrealized gain (loss) 1.02 2.10 0.34 2.42 (3.00) ------ ------ ------ ------ ------ TOTAL FROM INVESTMENT OPERATIONS 0.91 1.96 0.21 2.29 (3.16) ------ ------ ------ ------ ------ Change in net asset value 0.91 1.96 0.21 2.29 (3.16) ------ ------ ------ ------ ------ NET ASSET VALUE, END OF PERIOD $17.62 $16.71 $14.75 $14.54 $12.25 ====== ====== ====== ====== ====== Total return(2) 5.45 % 13.29 % 1.44 % 18.69 % (20.51)% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $14,823 $22,103 $40,058 $63,365 $66,384 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses 1.42 %(3) 1.40 % 1.40 % 1.40 % 1.40 % Gross operating expenses 1.84 % 1.75 % 1.51 % 1.55 % 1.46 % Net investment income (loss) (0.63)% (0.88)% (0.85)% (1.01)% (0.99)% Portfolio turnover 64 % 100 % 200 % 164 % 135 % (1) Computed using average shares outstanding. (2) Sales charges are not reflected in total return calculation. (3) Represents blended net expense ratio. See Note 3 in the Notes to Financial Statements.
See Notes to Financial Statements 24 Phoenix Earnings Driven Growth Fund FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
CLASS B ---------------------------------------------------------------------------- Year Ended September 30, ---------------------------------------------------------------------------- 2006 2005 2004 2003 2002 Net asset value, beginning of period $15.71 $13.96 $13.87 $11.78 $14.93 INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss)(1) (0.23) (0.25) (0.23) (0.23) (0.28) Net realized and unrealized gain (loss) 0.95 2.00 0.32 2.32 (2.87) ------ ------ ------ ------ ------ TOTAL FROM INVESTMENT OPERATIONS 0.72 1.75 0.09 2.09 (3.15) ------ ------ ------ ------ ------ Change in net asset value 0.72 1.75 0.09 2.09 (3.15) ------ ------ ------ ------ ------ NET ASSET VALUE, END OF PERIOD $16.43 $15.71 $13.96 $13.87 $11.78 ====== ====== ====== ====== ====== Total return(2) 4.58 % 12.54 % 0.65 % 17.74 % (21.10)% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $10,678 $14,402 $18,612 $24,172 $22,577 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses 2.17 %(3) 2.15 % 2.15 % 2.15 % 2.15 % Gross operating expenses 2.59 % 2.54 % 2.36 % 2.46 % 2.43 % Net investment income (loss) (1.38)% (1.63)% (1.59)% (1.76)% (1.74)% Portfolio turnover 64 % 100 % 200 % 164 % 135 % CLASS C ---------------------------------------------------------------------------- Year Ended September 30, ---------------------------------------------------------------------------- 2006 2005 2004 2003 2002 Net asset value, beginning of period $15.71 $13.96 $13.88 $11.78 $14.93 INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss)(1) (0.23) (0.25) (0.23) (0.22) (0.28) Net realized and unrealized gain (loss) 0.95 2.00 0.31 2.32 (2.87) ------ ------ ------ ------ ------ TOTAL FROM INVESTMENT OPERATIONS 0.72 1.75 0.08 2.10 (3.15) ------ ------ ------ ------ ------ Change in net asset value 0.72 1.75 0.08 2.10 (3.15) ------ ------ ------ ------ ------ NET ASSET VALUE, END OF PERIOD $16.43 $15.71 $13.96 $13.88 $11.78 ====== ====== ====== ====== ====== Total return(2) 4.58 % 12.54 % 0.58 % 17.83 % (21.10)% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $7,544 $11,212 $21,823 $32,118 $31,317 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses 2.17 %(3) 2.15 % 2.15 % 2.15 % 2.15 % Gross operating expenses 2.58 % 2.47 % 2.20 % 2.26 % 2.21 % Net investment income (loss) (1.38)% (1.63)% (1.60)% (1.76)% (1.74)% Portfolio turnover 64 % 100 % 200 % 164 % 135 % (1) Computed using average shares outstanding. (2) Sales charges are not reflected in total return calculation. (3) Represents blended net expense ratio. See Note 3 in the Notes to Financial Statements.
See Notes to Financial Statements 25 PHOENIX GROWTH OPPORTUNITIES FUND A DISCUSSION WITH THE FUND'S PORTFOLIO MANAGEMENT TEAM Q: HOW DID THE PHOENIX GROWTH OPPORTUNITIES FUND PERFORM OVER THE FISCAL YEAR ENDED SEPTEMBER 30, 2006? A: For the fiscal year ended September 30, 2006, the Fund's Class A shares returned 4.62% and Class C shares returned 2.70% since their inception date of June 9, 2006. For the same period, the S&P 500(R) Index, a broad-based equity index, returned 10.79%, and the Russell 1000(R) Growth Index, which is the Fund's style-specific equity index appropriate for comparison, returned 6.04%. All performance figures assume reinvestment of distributions and exclude the effect of sales charges. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS AND CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE SHOWN ABOVE. Q: HOW DID THE EQUITY MARKETS PERFORM DURING THE FUND'S FISCAL YEAR? A: In the 12-month period ended September 30, 2006, the stock market performed like a sprinter in the 400-meter dash who starts out strongly, stumbles midway through the race, then recovers and ends with a strong finish. For instance, the S&P 500 Index bolted out of the starting gate to achieve a 6.38% gain in the first half of the period, then floundered with a loss of nearly 8% from May 5 to June 13, 2006. Conversely, the Index recorded a 10.79% gain for the fiscal year ended September 30. For smaller stocks, however, performance in the second half of the race was less favorable, and their performance faltered as the year wound down. The small-cap Russell 2000(R) Growth Index, for example, zoomed to a 16.20% return for the six months ended March 31, 2006, then stumbled and finished with only a 5.88% gain for the full 12 months. The market's downturn in May and June was particularly hard on growth stocks- and this was a big reason why value stocks soundly outperformed their growth counterparts for the entire 12 months. The broad-based Russell 3000(R) Value Index soared 14.55% for the period, beating its growth counterpart by 8.50%. In such a value-oriented environment, the stocks with the most cyclical earnings patterns and below-average price/earnings ratios tended to do best, at the expense of stocks with the highest earnings-growth rates and above-average price/earnings ratios. Q: WHAT FACTORS AFFECTED THE FUND'S PERFORMANCE DURING ITS FISCAL YEAR? A: During the 12-month period ended September 30, we believe that the stock market resembled a fish tangled in a net: It was enmeshed in investor uncertainty about when the Fed would finally stop raising interest rates. Investors fretted that the Fed would ultimately either raise rates insufficiently, which could intensify inflationary trends in the economy, or hike rates excessively, possibly triggering a recession. After 17 consecutive rate increases since 2004, the Fed held the line in August, keeping its short-term federal funds rate at 5.25%. 26 Phoenix Growth Opportunities Fund (continued) In announcing the pause in rates, the Fed suggested that it wanted to evaluate the outlook for both inflation and economic growth before deciding on the necessity of any further rate hikes. Recent Commerce Department reports had shown that inflation and economic growth were, in fact, slowing and the Fed chose to stand pat on rates once again at its September meeting. That, in turn, buoyed investors' hopes that the Fed might be through raising rates in the short term - and inspired a market rally in September. Perhaps the biggest story as the fiscal year progressed was the improvement in relative strength of large-cap stocks versus their small-cap brethren. Over the last three months of the period, the Russell Top 200(R) Index (composed of mega-cap stocks, which are the largest large-cap stocks) climbed 6.29%, a performance premium of 4.18% over mid-cap stocks and 5.85% over small-cap issues. As The New York Times observed about the large-cap rally, "The market's bruised giants finally may be getting off the mat." For more than six years, large-cap stocks had taken a battering, markedly underperforming small-caps. Many market strategists believed that large-cap stocks would inevitably revert to the mean and begin flourishing. Indeed, some strategists now point to that market segment's performance in the final three months of the period as an indication that large-cap stocks are at last coming back into vogue. We think that may yet prove true, but more evidence is needed. Nevertheless, we remain optimistic that over the next 12 months a recession will be avoided and corporate profits - whether earned by large, medium, or small companies - will continue to beat Wall Street's expectations. According to the Institutional Brokers Estimate System (I/B/E/S), the consensus of Wall Street analysts is that, over the next 12 months, the S&P 500 Index companies will increase their earnings per share by 13% - although the estimates of some analysts, such as those at Morgan Stanley - are significantly lower, in the 6% to 7% range. Finally, we remain convinced that growth stocks are overdue for a sustained period of favorable performance; or as Barron's put it, for growth to cast off its multi-year role as "bridesmaid to value's bride." We expect growth to take on the role of "bride" in the months ahead, as investors could quite possibly gravitate to the shares of companies with the best earnings and turn away from cyclical firms that are less able to sustain profitability. OCTOBER 2006 THE PRECEDING INFORMATION IS THE OPINION OF PORTFOLIO MANAGEMENT. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, AND THERE IS NO GUARANTEE THAT MARKET FORECASTS WILL BE REALIZED. FOR DEFINITIONS OF INDEXES CITED AND CERTAIN INVESTMENT TERMS USED IN THIS REPORT, SEE THE GLOSSARY ON PAGE 3. 27 Phoenix Growth Opportunities Fund - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS (1) PERIODS ENDING 9/30/06 - --------------------------------------------------------------------------------
INCEPTION INCEPTION 1 YEAR 5 YEARS TO 9/30/06 DATE -------- -------- ---------- --------- Class A Shares at NAV (2) 4.62% 6.28% 6.90% 1/31/97 Class A Shares at POP (3) (1.39) 5.03 6.25 1/31/97 Class C Shares at NAV (2) -- -- 2.70 6/9/06 Class C Shares with CDSC (4) -- -- 1.70 6/9/06 S&P 500(R) Index 10.79 6.98 Note 5 Note 5 Russell 1000(R) Growth Index 6.04 4.42 Note 6 Note 6 ALL RETURNS REPRESENT PAST PERFORMANCE WHICH IS NO GUARANTEE OF FUTURE RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE SHOWN. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. THE ABOVE TABLE AND GRAPH BELOW DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF SHARES. PLEASE VISIT PHOENIXFUNDS.COM FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END. (1) TOTAL RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE AND THE REINVESTMENT OF BOTH DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS. (2) "NAV" (NET ASSET VALUE) TOTAL RETURNS DO NOT INCLUDE THE EFFECT OF ANY SALES CHARGE. (3) "POP" (PUBLIC OFFERING PRICE) TOTAL RETURNS INCLUDE THE EFFECT OF THE MAXIMUM FRONT-END 5.75% SALES CHARGE. (4) CDSC (CONTINGENT DEFERRED SALES CHARGE) IS APPLIED TO REDEMPTIONS OF CERTAIN CLASSES OF SHARES THAT DO NOT HAVE A SALES CHARGE APPLIED AT THE TIME OF PURCHASE. CDSC CHARGES FOR C SHARES ARE 1% IN THE FIRST YEAR AND 0% THEREAFTER. (5) INDEX PERFORMANCE IS 7.34% FOR CLASS A (SINCE 1/31/97) AND 7.27% FOR CLASS C (SINCE 6/9/06). (6) INDEX PERFORMANCE IS 4.28% FOR CLASS A (SINCE 1/31/97) AND 4.47% FOR CLASS C (SINCE 6/9/06).
- -------------------------------------------------------------------------------- GROWTH OF $10,000 PERIODS ENDING 9/30 - -------------------------------------------------------------------------------- This Growth of $10,000 chart assumes an initial investment of $10,000 made on 1/31/97 (inception of the Fund) in Class A shares. The total return for Class A shares reflects the maximum sales charge of 5.75% on the initial investment. The performance of the other share class will be greater or less than that shown based on differences in inception dates, fees and sales charges. Performance assumes dividends and capital gain distributions are reinvested. [GRAPHIC OMITTED] EDGAR REPRESENTATION OF DATA USED IN PRINTED GRAPHIC AS FOLLOWS: Phoenix Growth Opportunities Russell 1000(R) S&P 500(R) Fund Class A Growth Index Index ---------------------------- --------------- ---------- 1/31/97 $ 9,425 $10,000 $10,000 9/30/97 11,574 12,011 12,210 9/30/98 13,572 13,345 13,327 9/30/99 19,403 17,996 17,023 9/29/00 28,617 22,213 19,298 9/28/01 13,246 12,075 14,158 9/30/02 9,688 9,357 11,259 9/30/03 13,746 11,782 14,009 9/30/04 14,525 12,667 15,951 9/30/05 17,171 14,136 17,904 9/29/06 17,965 14,989 19,836 For information regarding indexes, see the glossary on page 3. 28 Phoenix Growth Opportunities Fund ABOUT YOUR FUND'S EXPENSES We believe it is important for you to understand the impact of costs on your investments. All mutual funds have operating expenses. As a shareholder of the Growth Opportunities Fund, you incur two types of costs: (1) transaction costs, including sales charges on purchases of Class A shares and contingent deferred sales charges on Class C shares; and (2) ongoing costs, including investment advisory fees; distribution and service fees; and other expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. For Class A, the example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period. For Class C, the first two lines of the example are based on an investment of $1,000 invested on inception date and held to September 30, 2006. The third line of the example is based on investment of $1,000 invested on March 31, 2006 and held for the entire six-month period. ACTUAL EXPENSES The first line of the accompanying tables provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES (for the entire six-month period) The second line for Class A and Class C and the third line for Class C of the accompanying tables for Class A and Class C respectively, provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the accompanying tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges or contingent deferred sales charges. Therefore, the second line and the third line of the accompanying tables for Class A and Class C respectively, are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower depending on the amount of your investments and timing of any purchases or redemptions. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES (CONTINUED) (since inception date for Class C only) The second line of the accompanying tables for Class C provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. This example is based on the period from inception of the Fund to September 30, 2006. Growth Beginning Ending Expenses Paid Opportunities Fund Account Value Account Value During Class A March 31, 2006 September 30, 2006 Period* - ----------------------- -------------- ------------------ ------------- Actual $1,000.00 $ 925.80 $6.03 Hypothetical (5% return before expenses) 1,000.00 1,018.75 6.35 * EXPENSES ARE EQUAL TO THE FUND'S CLASS A ANNUALIZED EXPENSE RATIO OF 1.25%, WHICH IS NET OF WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE, MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS (183) EXPENSES WERE ACCRUED IN THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 365 TO REFLECT THE ONE-HALF YEAR PERIOD. Growth Beginning Ending Expenses Paid Opportunities Fund Account Value Account Value During Class C June 9, 2006 September 30, 2006 Period* - ----------------------- -------------- ------------------ ------------- Actual $1,000.00 $1,027.00 $10.15 Hypothetical (5% return before expenses since inception) 1,000.00 1,009.18 6.12 Beginning Account Value March 31, 2006 -------------------- Hypothetical (5% return before expenses, six-month period) $1,000.00 1,014.96 10.14 * EXPENSES ARE EQUAL TO THE FUND'S CLASS C ANNUALIZED EXPENSE RATIO OF 2.00%, WHICH IS NET OF WAIVED FEES AND REIMBURSED EXPENSES, IF APPLICABLE. FOR THE ACTUAL AND HYPOTHETICAL EXAMPLE FROM INCEPTION DATE, THE EXPENSE RATIO IS MULTIPLIED BY THE AVERAGE ACCOUNT OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS EXPENSES WERE ACCRUED (111) SINCE INCEPTION, THEN DIVIDED BY 365 TO REFLECT THE PERIOD SINCE INCEPTION. FOR THE HYPOTHETICAL EXAMPLE FOR THE ENTIRE SIX-MONTH PERIOD, THE EXPENSE RATIO IS MULTIPLIED BY THE AVERAGE ACCOUNT OVER THE PERIOD FROM INCEPTION, MULTIPLIED BY THE NUMBER OF DAYS (183) IN THE MOST RECENT FISCAL HALF YEAR, THEN DIVIDED BY 365 TO REFLECT THE ONE-HALF YEAR PERIOD. YOU CAN FIND MORE INFORMATION ABOUT THE FUND'S EXPENSES IN THE FINANCIAL STATEMENTS SECTION THAT FOLLOWS. FOR ADDITIONAL INFORMATION ON OPERATING EXPENSES AND OTHER SHAREHOLDER COSTS REFER TO THE PROSPECTUS. 29 Phoenix Growth Opportunities Fund - -------------------------------------------------------------------------------- SECTOR WEIGHTINGS 9/30/06 - -------------------------------------------------------------------------------- As a percentage of total investments [GRAPHIC OMITTED] EDGAR REPRESENTATION OF DATA USED IN PRINTED GRAPHIC AS FOLLOWS: Information Technology 34% Consumer Discretionary 17 Health Care 15 Financials 14 Industrials 11 Telecommunication Services 3 Other 6 SCHEDULE OF INVESTMENTS SEPTEMBER 30, 2006 SHARES VALUE ------------ ----------- DOMESTIC COMMON STOCKS--89.6% ADVERTISING--1.1% Omnicom Group, Inc. ............................ 980 $ 91,728 AEROSPACE & DEFENSE--1.0% Precision Castparts Corp. ...................... 1,300 82,108 AGRICULTURAL PRODUCTS--1.2% Archer-Daniels-Midland Co. ..................... 2,750 104,170 AIRLINES--0.7% US Airways Group, Inc.(b) ...................... 1,350 59,846 AIR FREIGHT & LOGISTICS--0.9% Robinson (C.H.) Worldwide, Inc. ................ 1,710 76,232 APPAREL RETAIL--1.9% Abercrombie & Fitch Co. Class A ................ 1,090 75,733 TJX Cos., Inc. (The) ........................... 2,890 81,007 ----------- 156,740 ----------- APPAREL, ACCESSORIES & LUXURY GOODS--1.7% Coach, Inc.(b) ................................. 4,210 144,824 APPLICATION SOFTWARE--0.9% Citrix Systems, Inc.(b) ........................ 2,110 76,403 BIOTECHNOLOGY--2.9% Gilead Sciences, Inc.(b) ....................... 3,520 241,824 BROADCASTING & CABLE TV--1.2% Comcast Corp. Class A(b) ....................... 2,660 98,021 CASINOS & GAMING--3.7% International Game Technology .................. 3,290 136,535 Las Vegas Sands Corp.(b) ....................... 1,370 93,639 Scientific Games Corp. Class A(b) .............. 2,360 75,048 ----------- 305,222 ----------- SHARES VALUE ------------ ----------- COMMUNICATIONS EQUIPMENT--9.0% Cisco Systems, Inc.(b) ......................... 15,280 $ 351,440 JDS Uniphase Corp.(b) .......................... 40,610 88,936 Motorola, Inc. ................................. 8,300 207,500 QUALCOMM, Inc. ................................. 3,000 109,050 ----------- 756,926 ----------- COMPUTER HARDWARE--3.5% Apple Computer, Inc.(b) ........................ 2,500 192,575 Sun Microsystems, Inc.(b) ...................... 20,840 103,575 ----------- 296,150 ----------- COMPUTER STORAGE & PERIPHERALS--1.2% SanDisk Corp.(b) ............................... 1,840 98,514 CONSTRUCTION & FARM MACHINERY & HEAVY TRUCKS--1.2% Caterpillar, Inc. .............................. 1,580 103,964 DATA PROCESSING & OUTSOURCED SERVICES--0.7% Global Payments, Inc. .......................... 1,390 61,174 DIVERSIFIED BANKS--1.4% Wells Fargo & Co. .............................. 3,300 119,394 ELECTRICAL COMPONENTS & EQUIPMENT--1.2% Roper Industries, Inc. ......................... 2,190 97,981 FERTILIZERS & AGRICULTURAL CHEMICALS--1.9% Monsanto Co. ................................... 3,330 156,543 HEALTH CARE DISTRIBUTORS--1.1% Schein (Henry), Inc.(b) ........................ 1,760 88,246 HEALTH CARE EQUIPMENT--3.3% Baxter International, Inc. ..................... 3,700 168,202 Intuitive Surgical, Inc.(b) .................... 1,040 109,668 ----------- 277,870 ----------- See Notes to Financial Statements 30 Phoenix Growth Opportunities Fund SHARES VALUE ------------ ----------- HEALTH CARE SERVICES--2.6% Express Scripts, Inc.(b) ....................... 1,640 $ 123,804 Quest Diagnostics, Inc. ........................ 1,500 91,740 ----------- 215,544 ----------- HOME ENTERTAINMENT SOFTWARE--0.9% Electronic Arts, Inc.(b) ....................... 1,400 77,952 HOTELS, RESORTS & CRUISE LINES--1.3% Starwood Hotels & Resorts Worldwide, Inc. ...... 1,940 110,949 INDUSTRIAL CONGLOMERATES--4.9% General Electric Co. ........................... 11,500 405,950 INTERNET RETAIL--1.3% Nutri/System, Inc.(b) .......................... 1,720 107,139 INTERNET SOFTWARE & SERVICES--5.3% Akamai Technologies, Inc.(b) ................... 3,250 162,467 Google, Inc. Class A(b) ........................ 700 281,330 ----------- 443,797 ----------- INVESTMENT BANKING & BROKERAGE--3.7% Charles Schwab Corp. (The) ..................... 8,500 152,150 Goldman Sachs Group, Inc. (The) ................ 950 160,711 ----------- 312,861 ----------- IT CONSULTING & OTHER SERVICES--0.8% Cognizant Technology Solutions Corp. Class A(b) 850 62,951 LIFE SCIENCES TOOLS & SERVICES--3.5% Covance, Inc.(b) ............................... 1,290 85,630 Pharmaceutical Product Development, Inc. ....... 2,100 74,949 Thermo Electron Corp.(b) ....................... 3,260 128,216 ----------- 288,795 ----------- MOVIES & ENTERTAINMENT--1.1% News Corp. Class A ............................. 4,670 91,765 OIL & GAS EQUIPMENT & SERVICES--0.9% National Oilwell Varco, Inc.(b) ................ 1,320 77,286 OIL & GAS EXPLORATION & PRODUCTION--1.1% XTO Energy, Inc. ............................... 2,250 94,792 PHARMACEUTICALS--1.3% Allergan, Inc. ................................. 1,000 112,610 REAL ESTATE MANAGEMENT & DEVELOPMENT--1.3% CB Richard Ellis Group, Inc. Class A(b) ........ 4,510 110,946 RESTAURANTS--1.0% Starbucks Corp.(b) ............................. 2,440 83,082 SEMICONDUCTOR EQUIPMENT--4.3% Applied Materials, Inc. ........................ 7,930 140,599 KLA-Tencor Corp. ............................... 2,550 113,398 MEMC Electronic Materials, Inc.(b) ............. 2,820 103,297 ----------- 357,294 ----------- SHARES VALUE ------------ ----------- SEMICONDUCTORS--4.9% Micron Technology, Inc.(b) ..................... 9,150 $ 159,210 NVIDIA Corp.(b) ................................ 2,540 75,159 Texas Instruments, Inc. ........................ 5,320 176,890 ----------- 411,259 ----------- SPECIALTY CHEMICALS--0.8% Ecolab, Inc. ................................... 1,620 69,368 SPECIALIZED FINANCE--2.7% Chicago Mercantile Exchange Holdings, Inc. ..... 290 138,692 Nasdaq Stock Market, Inc. (The)(b) ............. 2,950 89,208 ----------- 227,900 ----------- SYSTEMS SOFTWARE--1.3% Oracle Corp.(b) ................................ 5,990 106,263 WIRELESS TELECOMMUNICATION SERVICES--2.9% Crown Castle International Corp.(b) ........... 3,320 116,997 NII Holdings, Inc.(b) .......................... 1,960 121,833 ----------- 238,830 ----------- - ----------------------------------------------------------------------------- TOTAL DOMESTIC COMMON STOCKS (IDENTIFIED COST $6,406,314) 7,501,213 - ----------------------------------------------------------------------------- FOREIGN COMMON STOCKS(C)--9.9% ADVERTISING--1.0% Focus Media Holding Ltd. ADR (China)(b) ........ 1,510 87,459 AUTOMOBILE MANUFACTURERS--1.3% Toyota Motor Corp. Sponsored ADR (Japan) ....... 1,010 109,989 DIVERSIFIED CAPITAL MARKETS--1.5% UBS AG (Switzerland) ........................... 2,090 123,958 ELECTRONIC MANUFACTURING SERVICES--1.3% Flextronics International Ltd. (Singapore)(b) .. 8,670 109,589 HEAVY ELECTRICAL EQUIPMENT--1.2% ABB Ltd. Sponsored ADR (Switzerland) ........... 7,700 101,486 PHARMACEUTICALS--3.6% Novartis AG ADR (Switzerland) .................. 1,580 92,335 Roche Holding AG Sponsored ADR (Switzerland) ... 1,130 97,415 Shire Pharmaceuticals Group plc ADR (United Kingdom) ............................... 2,170 107,176 ----------- 296,926 ----------- - ----------------------------------------------------------------------------- TOTAL FOREIGN COMMON STOCKS (IDENTIFIED COST $783,602) 829,407 - ----------------------------------------------------------------------------- See Notes to Financial Statements 31 Phoenix Growth Opportunities Fund VALUE ----------- TOTAL INVESTMENTS--99.5% (IDENTIFIED COST $7,189,916) $8,330,620(a) Other assets and liabilities, net--0.5% 42,419 ---------- NET ASSETS--100.0% $8,373,039 ========== (a) Federal Income Tax Information: Net unrealized appreciation of investment securities is comprised of gross appreciation of $1,190,516 and gross depreciation of $115,672 for federal income tax purposes. At September 30, 2006, the aggregate cost of securities for federal income tax purposes was $7,255,776. (b) Non-income producing. (c) A common stock is considered to be foreign if the security is issued in a foreign country. The country of risk, noted parenthetically, is determined based on criteria described in Note 2G "Foreign security country determination" in the Notes to Financial Statements. See Notes to Financial Statements 32 Phoenix Growth Opportunities Fund STATEMENT OF ASSETS AND LIABILITIES SEPTEMBER 30, 2006 ASSETS Investment securities at value (Identified cost $7,189,916) $ 8,330,620 Receivables Investment securities sold 212,672 Fund shares sold 72,617 Dividends and interest 5,555 Receivable from adviser 1,957 Trustee retainer 71 Prepaid expenses 29,071 ------------ Total assets 8,652,563 ------------ LIABILITIES Cash overdraft 10,636 Payables Investment securities purchased 179,648 Fund shares repurchased 52,822 Professional fee 16,567 Transfer agent fee 1,849 Distribution and service fees 1,772 Administration fee 1,618 Other accrued expenses 14,612 ------------ Total liabilities 279,524 ------------ NET ASSETS $ 8,373,039 ============ NET ASSETS CONSIST OF: Capital paid in on shares of beneficial interest $ 20,311,440 Accumulated net realized loss (13,079,105) Net unrealized appreciation 1,140,704 ------------ NET ASSETS $ 8,373,039 ============ CLASS A Shares of beneficial interest outstanding, $1 par value, unlimited authorization (Net Assets $8,252,552) 675,163 Net asset value per share $12.22 Offering price per share $12.22/(1-5.75%) $12.97 CLASS C Shares of beneficial interest outstanding, $1 par value, unlimited authorization (Net Assets $120,487) 9,883 Net asset value and offering price per share $12.19 STATEMENT OF OPERATIONS YEAR ENDED SEPTEMBER 30, 2006 INVESTMENT INCOME Dividends $ 64,668 Security lending 1,239 Interest 805 Foreign taxes withheld (258) --------- Total investment income 66,454 --------- EXPENSES Investment advisory fee 71,847 Service fees, Class A 6,955 Distribution and service fees, Class C 331 Financial agent fee 615 Administration fee 12,247 Custodian 35,411 Transfer agent 34,656 Professional 19,484 Registration 6,409 Printing 2,138 Trustees 629 Miscellaneous 2,691 --------- Total expenses 193,413 Less expenses reimbursed by investment adviser (73,424) --------- Net expenses 119,989 --------- NET INVESTMENT INCOME (LOSS) (53,535) --------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on investments (27,044) Net change in unrealized appreciation (depreciation) on investments 67,931 --------- NET GAIN (LOSS) ON INVESTMENTS 40,887 --------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ (12,648) ========= See Notes to Financial Statements 33 Phoenix Growth Opportunities Fund STATEMENT OF CHANGES IN NET ASSETS
Year Ended Year Ended September 30, 2006 September 30, 2005 ------------------ ------------------ FROM OPERATIONS Net investment income (loss) $ (53,535) $ (43,541) Net realized gain (loss) (27,044) 352,608 Net change in unrealized appreciation (depreciation) 67,931 707,909 ------------ ----------- INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS (12,648) 1,016,976 ------------ ----------- FROM SHARE TRANSACTIONS CLASS I Proceeds from sales of shares (445,117 and 403,596 shares, respectively) 5,672,786 4,312,140 Value of shares liquidated in connection with reclassification to Class A Shares (950,317 and 0 shares, respectively) (See Note 11) (11,284,979) -- Cost of shares repurchased (107,819 and 238,861 shares, respectively) (1,350,037) (2,601,402) ------------ ----------- Total (6,962,230) 1,710,738 ----------- ----------- CLASS A Proceeds from sales of shares (42,915 and 0 shares, respectively) 510,782 -- Proceeds from shares issued in connection with reclassification from Class I Shares (950,317 and 0 shares, respectively) (See Note 11) 11,284,979 -- Cost of shares repurchased (318,069 and 0 shares, respectively) (3,722,836) -- ------------ ----------- Total 8,072,925 -- ------------ ----------- CLASS C Proceeds from sales of shares (9,883 and 0 shares, respectively) 117,000 -- ------------ ----------- Total 117,000 -- ------------ ----------- INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS 1,227,695 1,710,738 ------------ ----------- NET INCREASE (DECREASE) IN NET ASSETS 1,215,047 2,727,714 NET ASSETS Beginning of period 7,157,992 4,430,278 ------------ ----------- END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $0 AND $0, RESPECTIVELY) $ 8,373,039 $ 7,157,992 ============ ===========
See Notes to Financial Statements 34 Phoenix Growth Opportunities Fund FINANCIAL HIGHLIGHTS (SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
CLASS A (3) ---------------------------------------------------------------------------- Year Ended September 30, ---------------------------------------------------------------------------- 2006 2005 2004 2003 2002 Net asset value, beginning of period $11.68 $ 9.88 $ 9.35 $ 6.59 $ 9.01 INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss) (0.07)(1) (0.07)(1) (0.07) (0.06) (0.08) Realized and unrealized gains (losses) on investments 0.61 1.87 0.60 2.82 (2.34) ------ ------ ------ ------ ------- TOTAL FROM INVESTMENT OPERATIONS 0.54 1.80 0.53 2.76 (2.42) ------ ------ ------ ------ ------- Change in net asset value 0.54 1.80 0.53 2.76 (2.42) ------ ------ ------ ------ ------- NET ASSET VALUE, END OF PERIOD $12.22 $11.68 $ 9.88 $ 9.35 $ 6.59 ====== ====== ====== ====== ======= Total return(2) 4.62 % 18.22 % 5.67 % 41.88 % (26.86)% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $8,253 $7,158 $4,430 $3,551 $4,847 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses 1.25 % 1.25 % 1.25 % 1.25 % 1.26 %(5) Gross operating expenses 2.01 % 1.73 % 1.83 % 1.53 % 5.98 %(5) Net investment income (loss) (0.56)% (0.64)% (0.70)% (0.77)% (0.71)% Portfolio turnover 189 % 206 % 262 % 282 % 392 %
CLASS C ------------------ From Inception June 9, 2006 to September 30, 2006 ------------------ Net asset value, beginning of period $11.87 INCOME FROM INVESTMENT OPERATIONS: Net investment income (loss)(1) (0.05) Net realized and unrealized gain (loss) 0.37 ------ TOTAL FROM INVESTMENT OPERATIONS 0.32 ------ Change in net asset value 0.32 ------ NET ASSET VALUE, END OF PERIOD $12.19 ====== Total return(2) 2.70 %(7) RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) $120 RATIO TO AVERAGE NET ASSETS OF: Net operating expenses 2.00 %(6) Gross operating expenses 3.72 %(6) Net investment income (loss) (1.28)%(6) Portfolio turnover 189 %(7) (1) Computed using average shares outstanding. (2) Sales charges are not reflected in total return calculation. (3) Due to a reorganization on June 9, 2006, the Growth Opportunities Fund is the successor of the Turner Strategic Growth Fund. Class A treats the past performance of the Turner Strategic Growth Fund as its own. (4) The information set forth in this table for the period prior to August 17, 2002, is the financial data of the Mercury Select Growth Fund, Class I Shares. From the period June 19, 2000, to August 17, 2002, the Mercury Select Growth Fund operated as a "feeder fund that sought to achieve its investment objective by investing all of its assets in the "master" portfolio, a mutual fund that had the same investment objective as the Fund. All investments were made at the master level. This structure is sometimes called a "master/ feeder" structure. (5) Expense ratios include the Mercury Select Growth Fund's Class I Shares portion of the master's allocated expense. (6) Annualized. (7) Not annualized. See Notes to Financial Statements 35 PHOENIX OPPORTUNITIES TRUST NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2006 1. ORGANIZATION Phoenix Opportunities Trust (the "Trust") is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. Currently, three Funds are offered for sale (each a "Fund"). The Phoenix Bond Fund ("Bond Fund") is diversified and has an investment objective of high total return from both current income and capital appreciation. The Phoenix Earnings Driven Growth Fund ("Earnings Driven Growth Fund") is diversified and has an investment objective of capital appreciation. The Phoenix Growth Opportunities Fund ("Growth Opportunities Fund") is non-diversified and seeks capital appreciation. The Funds offer the following classes of shares for sale: Class X Class A Class B Class C Shares Shares Shares Shares ------- ------- ------- ------- Bond Fund .......................... X X X X Earnings Driven Growth Fund ........ X X X X Growth Opportunities Fund .......... -- X -- X Class X shares are sold without a sales charge. Class A shares for the Bond Fund are sold with a front-end sales charge of up to 4.75%. Class A shares for the Earnings Driven Growth and Growth Opportunities Funds are sold with a front-end sales charge of up to 5.75%. Generally, Class A shares are not subject to any charges by the funds when redeemed; however, a 1% contingent deferred sales charge may be imposed on certain redemptions within one year on purchases on which a finder's fee has been paid. Class B shares are sold with a contingent deferred sales charge, which declines from 5% to zero depending on the period of time the shares are held. Class C shares are sold with a 1% contingent deferred sales charge if redeemed within one year of purchase. Each class of shares has identical voting, dividend, liquidation and other rights and the same terms and conditions, except that each class bears different distribution and/or service expenses and has exclusive voting rights with respect to its distribution plan. Class X bears no distribution and/or service expenses. Income and expenses and realized and unrealized gains and losses of each Fund are borne pro rata by the holders of each class of shares. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. A. SECURITY VALUATION: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded, or if no closing price is available, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. As required, some securities and assets may be valued at fair value as determined in good faith by or under the direction of the Trustees. Certain foreign common stocks may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that the Fund calculates its net asset value (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In these cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market. B. SECURITY TRANSACTIONS AND RELATED INCOME: Security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date, or in the case of certain foreign securities, as soon as the Fund is notified. Interest income is recorded on the accrual basis. Each Fund amortizes premiums and accretes discounts using the effective interest method. Realized gains and losses are determined on the identified cost basis. C. INCOME TAXES: Each Fund is treated as a separate taxable entity. It is the policy of each Fund in the Trust to comply with the requirements of the Internal Revenue Code and to distribute substantially all of its taxable income to its shareholders. Therefore, no provision for federal income taxes or excise taxes has been made. The Trust may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. Each Fund will accrue such taxes and recoveries as applicable based upon current interpretations of the tax rules and regulations that exist in the markets in which they invest. 36 PHOENIX OPPORTUNITIES TRUST NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2006 (CONTINUED) In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes." This standard defines the threshold for recognizing the benefits of tax-return positions in the financial statements as "more-likely-than-not" to be sustained by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50 percent likely to be realized. FIN 48 is effective as of the beginning of the first fiscal year beginning after December 15, 2006 (January 1, 2007 for calendar-year companies); with early application permitted if no interim financial statements have been issued. At adoption, companies must adjust their financial statements to reflect only those tax positions that are more likely-than-not to be sustained as of the adoption date. As of September 30, 2006, the Funds have not completed their evaluation of the impact that will result from adopting FIN 48. D. DISTRIBUTIONS TO SHAREHOLDERS: Distributions are recorded by each Fund on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences may include the treatment of non-taxable dividends, market premium and discount, non-deductible expenses, expiring capital loss carryovers, foreign currency gain or loss, gain or loss on futures contracts, partnerships, operating losses and losses deferred due to wash sales. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to capital paid in on shares of beneficial interest. E. EXPENSES: Expenses incurred by the Trust with respect to more than one Fund are allocated in proportion to the net assets of each Fund, except where allocation of direct expense to each Fund or an alternative allocation method can be more appropriately made. F. FOREIGN CURRENCY TRANSLATION: Foreign securities and other assets and liabilities are valued using the foreign currency exchange rate effective at the end of the reporting period. Cost of investments is translated at the currency exchange rate effective at the trade date. The gain or loss resulting from a change in currency exchange rates between the trade and settlement date of a portfolio transaction is treated as a gain or loss on foreign currency. Likewise, the gain or loss resulting from a change in currency exchange rates between the date income is accrued and paid is treated as a gain or loss on foreign currency. The Trust does not isolate that portion of the results of operations arising from either changes in exchange rates or in the market prices of securities. G. FOREIGN SECURITY COUNTRY DETERMINATION: A combination of the following criteria is used to assign the countries of risk listed in the schedules of investments: country of incorporation, actual building address, primary exchange on which the security is traded and country in which the greatest percentage of company revenue is generated. H. REPURCHASE AGREEMENTS: A repurchase agreement is a transaction where a Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. Each Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked-to-market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. If the seller defaults and the value of the collateral declines, or if the seller enters insolvency proceedings, realization of collateral may be delayed or limited. I. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS: Each Fund may engage in when-issued or delayed delivery transactions. Each Fund records when-issued and delayed delivery securities on the trade date. Each Fund maintains collateral for the securities purchased. Securities purchased on a when-issued or delayed delivery basis begin earning interest on the settlement date. 3. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS As compensation for its services to the Trust, Phoenix Investment Counsel, Inc, ("PIC") (the "Adviser"), an indirect wholly-owned subsidiary of The Phoenix Companies, Inc. ("PNX"), is entitled to a fee based upon the following annual rates as a percentage of the average daily net assets of each Fund. Adviser Fee ------- Bond Fund.............................. 0.50% Earnings Driven Growth Fund............ 0.80% $1 Billion First through $1 Billion $2 Billion Over $2 Billion ------------ -------------- --------------- Growth Opportunities Fund (1) 0.75% 0.70% 0.65% (1)PRIOR TO JUNE 9, 2006, THE ADVISER ON THE GROWTH OPPORTUNITIES FUND (FORMERLY TURNER STRATEGIC GROWTH FUND) WAS TURNER INVESTMENT MANAGEMENT LLC ("TIM"). FOR ITS SERVICES TIM WAS COMPENSATED 0.75% BASED ON AVERAGE DAILY NET ASSETS. 37 PHOENIX OPPORTUNITIES TRUST NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2006 (CONTINUED) The Adviser has contractually agreed to limit each Fund's operating expenses (excluding interest, taxes, and extraordinary expenses) through January 31, 2007 for the Bond Fund and the Earnings Driven Growth Fund and through May 31, 2008 for the Growth Opportunities Fund, to the extent that such expenses exceed the following percentages of average annual net assets. Class X Class A Class B Class C ------- ------- ------- ------- Bond Fund .......................... 0.90% 1.15% 1.90% 1.90% Earnings Driven Growth Fund(2) ..... 1.20% 1.45% 2.20% 2.20% Growth Opportunities Fund(3) ....... -- 1.25% -- 2.00% (2) FOR THE PERIOD FEBRUARY 1, 2005 THROUGH JANUARY 30, 2006, THE ADVISER HAD VOLUNTARILY AGREED TO LIMIT OPERATING EXPENSES (EXCLUDING INTEREST, TAXES, AND EXTRAORDINARY EXPENSES) SO THAT SUCH EXPENSES DID NOT EXCEED 1.15% FOR CLASS X, 1.40% FOR CLASS A, AND 2.15% FOR CLASS B AND CLASS C. (3) EFFECTIVE JUNE 9, 2006. PIC CONTRACTUALLY AGREED TO LIMIT THE GROWTH OPPORTUNITIES FUND'S OPERATING EXPENSES (EXCLUDING INTEREST, TAXES, AND EXTRAORDINARY EXPENSES) THROUGH MAY 31, 2008. PRIOR TO JUNE 9, 2006, TIM HAD AGREED TO LIMIT THE FUND'S NET TOTAL OPERATING EXPENSES TO 1.25%. The Adviser will not seek to recapture any operating expenses reimbursed under this arrangement. Seneca Capital Management LLC ("Seneca") is the subadviser to the Bond Fund and the Earnings Driven Growth Fund. Seneca is an indirect, wholly-owned subsidiary of PNX. For its services, Seneca is paid a fee by PIC based upon the following annual rates as a percentage of the average daily net assets of each Fund: Bond Fund.............................. 0.25% Earnings Driven Growth Fund............ 0.40% Effective June 9, 2006, Turner Investment Partners, Inc. ("Turner") became the subadviser to the Growth Opportunities Fund. For its services, Turner is paid a fee by PIC based upon the following annual rates as a percentage of the average daily net assets of the Fund: $1 Billion First through $1 Billion $2 Billion Over $2 Billion ------------ -------------- ---------------- 0.375% 0.35% 0.325% As distributor of each Fund's shares, Phoenix Equity Planning Corporation ("PEPCO") an indirect wholly-owned subsidiary of PNX, has advised the Funds that it retained net selling commissions and deferred sales charges for the fiscal year (the "period") ended September 30, 2006, as follows: Class A Class B Class C Net Selling Deferred Deferred Commissions Sales Charges Sales Charges ------------- ------------- -------------- Bond Fund............. $1,284 $11,133 $ 6 Earnings Driven Growth Fund ........ 1,246 41,451 249 Growth Opportunities Fund. ............. 14 -- -- In addition, each Fund pays PEPCO distribution and/or service fees at an annual rate of 0.25% for Class A shares, 1.00% for Class B shares and 1.00% for Class C shares applied to the average daily net assets of each respective Class. Under certain circumstances, shares of certain Phoenix Funds may be exchanged for shares of the same class of certain other Phoenix Funds on the basis of the relative net asset values per share at the time of the exchange. On exchanges with share classes that carry a contingent deferred sales charge, the CDSC schedule of the original shares purchased continues to apply. Effective July 1, 2006, PEPCO serves as the Administrator to the Trust. For its services, PEPCO receives an administrative fee at an annual rate of 0.09% of the first $5 billion, 0.08% on the next $10 billion and 0.07% over $15 billion of the average net assets across all non-money market Phoenix Funds within the Phoenix Funds Family. For the money market funds, the fee is 0.035% of the average net assets across all Phoenix money market funds within the Phoenix Funds Family. Until June 30, 2006 (for the Growth Opportunities Fund, for the period June 10, 2006 through June 30, 2006), PEPCO served as Financial Agent to the Trust. PEPCO received a financial agent fee equal to the sum of (1) the documented cost to PEPCO to provide oversight of the performance of PFPC Inc. (subagent to PEPCO), plus (2) the documented cost of fund accounting, tax services and related services provided by PFPC Inc. For the period ended September 30, 2006, the Trust incurred administration and/or financial agent fees totaling $140,427. For the period October 1, 2005 through June 9, 2006, Turner served as Administrator to the Growth Opportunities Fund (formerly Turner Strategic Growth Fund). For its services, Turner received an annual fee of 0.15% of the aggregate average daily net assets of the Turner Funds Trust (the "Trust") up to $2 billion and 0.12% of the aggregate average daily net assets of the Trust over $2 billion. PEPCO serves as the Trust's transfer agent with Boston Financial Data Services, Inc. serving as sub-transfer agent. For the period ended September 30, 2006, transfer agent fees were $256,034 as reported in the Statements of Operations, of which PEPCO retained the following: Retained by PEPCO -------- Bond Fund....................... $ 2,432 Earnings Driven Growth Fund...... 16,951 Growth Opportunities Fund........ 750 38 PHOENIX OPPORTUNITIES TRUST NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2006 (CONTINUED) At September 30, 2006, PNX and its affiliates, the retirement plans of PNX and its affiliates, and Phoenix affiliated Funds held shares which aggregated the following: Aggregate Net Asset Shares Value ----------- ------------ Bond Fund Class A....................... 1,923,614 $19,755,516 Growth Opportunities Fund Class C....................... 8,425 102,701 4. PURCHASES AND SALES OF SECURITIES Purchases and sales of securities (excluding U.S. Government and agency securities and short-term securities) during the period ended September 30, 2006, were as follows: Purchases Sales ----------- ------------ Bond Fund..................... $36,958,817 $53,852,760 Earnings Driven Growth Fund... 31,096,384 57,010,982 Growth Opportunities Fund..... 18,999,727 17,714,955 Purchases and sales of long-term U.S. Government and agency securities during the period ended September 30, 2006, were as follows: Purchases Sales ------------ ------------ Bond Fund..................... $173,336,753 $170,814,550 5. 10% SHAREHOLDERS As of September 30, 2006, certain Funds had individual shareholder accounts and/or omnibus shareholder accounts (which are comprised of a group of individual shareholders), which individually amounted to more than 10% of the total shares outstanding of the fund as detailed below. The Bond Fund shareholders are affiliated with PNX. The Earnings Driven Growth Fund and the Growth Opportunities Fund shareholders are not affiliated with PNX. % of Shares Number of Outstanding Accounts ------------ ---------- Bond Fund..................... 10% 1 Earnings Driven Growth Fund... 10% 1 Growth Opportunities Fund..... 56% 3 6. CREDIT RISK AND ASSET CONCENTRATIONS Certain Funds may invest a high percentage of their assets in specific sectors of the market in their pursuit of a greater investment return. Fluctuations in these sectors of concentration may have a greater impact on a Fund, positive or negative, than if a Fund did not concentrate its investments in such sectors. In countries with limited or developing markets, investments may present greater risks than in more developed markets and the prices of such investments may be volatile. The consequences of political, social or economic changes in these markets may have disruptive effects on the market prices of these investments and the income they generate, as well as a Fund's ability to repatriate such amounts. High yield/high risk securities typically entail greater price volatility and/or principal and interest rate risk. There is a greater chance that an issuer will not be able to make principal and interest payments on time. Analysis of the creditworthiness of issuers of high yield securities may be complex, and as a result, it may be more difficult for the adviser and/or subadviser to accurately predict risk. At September 30, 2006, the Earnings Driven Growth Fund and Growth Opportunities Fund held investments issued by various companies in the Information Technology Sector, comprising 27% and 34%, respectively, of the total net assets of the Funds. 7. REGULATORY EXAMS Federal and state regulatory authorities from time to time make inquiries and conduct examinations regarding compliance by The Phoenix Companies, Inc. and its subsidiaries (collectively "the Company") with securities and other laws and regulations affecting their registered products. During 2004 and 2005, the Boston District Office of the Securities and Exchange Commission ("SEC") conducted an examination of the Company's investment company and investment adviser affiliates. Following the examination, the staff of the Boston District Office issued a deficiency letter noting perceived weaknesses in procedures for monitoring trading to prevent market timing activity prior to 2004. The staff requested the Company to conduct an analysis as to whether shareholders, policyholders and contract holders who invested in the funds that may have been affected by undetected market timing activity had suffered harm and to advise the staff whether the Company believes reimbursement is necessary or appropriate under the circumstances. Market timing is an investment technique involving frequent short-term trading of mutual fund shares that is designed to exploit market movements or inefficiencies in the way mutual fund companies price their shares. A third party was retained to assist the Company in preparing the analysis. In 2005, based on the third party analysis the Company notified the staff at the SEC Boston District Office that reimbursements were not appropriate under the circumstances. The Company does not believe that the outcome of this matter will be material to these financial statements. 39 PHOENIX OPPORTUNITIES TRUST NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2006 (CONTINUED) 8. INDEMNIFICATIONS Under the Funds' organizational documents, their trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, the Funds enter into contracts that contain a variety of indemnifications. The Funds' maximum exposure under these arrangements is unknown. However, the Funds have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote. 9. FEDERAL INCOME TAX INFORMATION The Funds have capital loss carryovers which may be used to offset future capital gains, as follows: Expiration Year ----------------------------------------------------- 2009 2010 2011 2012 --------- ----------- ------------ ------------ Bond Fund............. $ -- $ -- $ -- $ 273,543 Earnings Driven Growth Fund......... -- 22,527,297 39,716,177 -- Growth Opportunities Fund ............... 1,475,774 8,525,763 3,011,708 -- Expiration Year ------------------------------------------------------- 2013 2014 2015 --------- --------- ------------ Bond Fund............. $ 407,985 $41,377 $ 722,905 Earnings Driven Growth Fund......... -- -- 62,243,474 Growth Opportunities Fund................ -- -- 13,013,245 The Funds may not realize the benefit of these losses to the extent each Fund does not realize gains on investments prior to the expiration of the capital loss carryovers. For the period ended September 30, 2006, the Funds utilized losses deferred in prior years against current year capital gains as follows: Bond Fund.......................... $ -- Earnings Driven Growth Fund........ 4,154,188 Growth Opportunities Fund.......... 32,642 Under current tax law, foreign currency and capital losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. For the period ended September 30, 2006, the Funds deferred post-October losses as follows: Capital Loss Deferred ---------------- Bond Fund.............. $1,440,441 The components of distributable earnings on a tax basis (excluding unrealized appreciation (depreciation) which is disclosed in the Schedules of Investments), consist of undistributed ordinary income and undistributed long-term capital gains as follows: Undistributed Undistributed Ordinary Long-Term Income Capital Gains ------------- ------------- Bond Fund...................... $173,204 $ -- Earnings Driven Growth Fund.... -- -- Growth Opportunities Fund...... -- -- The differences between the book and tax basis components of distributable earnings relate principally to the timing of recognition of income and gains for federal income tax purposes. Short-term gain distributions reported in the Statements of Changes in Net Assets, if any, are reported as ordinary income for federal tax purposes. 10. RECLASSIFICATION OF CAPITAL ACCOUNTS For financial reporting purposes, book basis capital accounts are adjusted to reflect the tax character of permanent book/tax differences. Permanent reclassifications can arise from differing treatment of certain income and gain transactions, nondeductible current year net operating losses, expiring capital loss carryovers and investments in passive foreign investment companies. The reclassifications have no impact on the net assets or net asset value of the Funds. For the year ended September 30, 2006, the following Funds recorded reclassifications to increase (decrease) the accounts as listed below: Capital Paid in on Shares of Accumulated Undistributed Beneficial Net Realized Net Investment Interest Gain (Loss) Income (Loss) ------------- ------------- -------------- Bond Fund................. $ 685,668 $(685,668) $ -- Earnings Driven Growth Fund .................. (453,151) -- 453,151 Growth Opportunities Fund .................. (53,265) (270) 53,535 40 PHOENIX OPPORTUNITIES TRUST NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2006 (CONTINUED) 11. MERGERS On May 19, 2006, the Phoenix Bond Fund ("Bond Fund") acquired all of the net assets of the Phoenix Intermediate Bond Fund ("Intermediate Bond Fund") of the Phoenix Asset Trust pursuant to an Agreement and Plan of Reorganization approved by the Intermediate Bond Fund's Board of Trustees on February 16, 2006. The acquisition was accomplished by a tax-free exchange of 4,573,055 Class X shares of Bond Fund (valued at $46,685,805) for 4,528,299 Class X shares of the Intermediate Bond Fund outstanding on May 19, 2006. The Intermediate Bond Fund had net assets on that date of $46,685,805 including $1,200,811 of net depreciation which were combined with those of the Bond Fund. The aggregate net assets of the Bond Fund immediately after the merger were $105,282,429. The shareholders of Class X of the Intermediate Bond Fund received for each share owned approximately 1.01 Class X shares of the Bond Fund. On June 9, 2006, the shareholders of the Turner Strategic Growth Fund ("Strategic Growth"), formerly advised by Turner Investment Management LLC ("Turner"), pursuant to a Plan of Reorganization approved a tax-free reorganization in exchange for shares of the Growth Opportunities Fund. On June 9, 2006, the Growth Opportunities Fund acquired the assets and liabilities of the Strategic Growth Fund. The number and value of Class A shares issued by Growth Opportunities Fund were in amounts equal to the number and value of Class I shares held by Strategic Growth Fund shareholders as of the reorganization date. The financial information of the Fund through June 9, 2006 is that of the Turner Strategic Growth Fund. 12. SUBSEQUENT EVENT Effective November 16, 2006, George R. Aylward was elected as President and appointed as a Trustee of the Trust in place of Mr. Geraci who had recently resigned from these positions. 41 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM [GRAPHIC OMITTED] PRICEWATERHOUSECOOPERS To the Board of Trustees of Phoenix Opportunities Trust and Shareholders of Phoenix Bond Fund Phoenix Earnings Driven Growth Fund Phoenix Growth Opportunities Fund In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position at September 30, 2006 of Phoenix Bond Fund, Phoenix Earnings Driven Growth Fund, and the Phoenix Growth Opportunities Fund (formerly Turner Strategic Growth Fund) (Constituting Phoenix Opportunities Trust, hereafter referred to as the "Trust"), the results of each of their operations for the year then ended, the changes in net assets for Phoenix Bond Fund and Phoenix Earnings Driven Growth Fund for each of the two years in the period then ended and the changes in net assets for Phoenix Growth Opportunities Fund for the one year then ended, and the financial highlights for Phoenix Bond Fund and Phoenix Earnings Driven Growth Fund for the five years in the period then ended, and the financial highlights for Phoenix Growth Opportunities Fund for the one year in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Trusts' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The Statement of Changes in Net Assets for the year ended September 30, 2005 and the Financial Highlights for each of the four years in the period ended September 30, 2005 for Phoenix Growth Opportunities Fund were audited by other independent accountants whose report dated November 18, 2005, expressed an unqualified opinion on those statements. /s/ PricewaterhouseCoopers LLP - ------------------------------ Boston, Massachusetts November 17, 2006 42 BOARD OF TRUSTEES' CONSIDERATION OF INVESTMENT ADVISORY AND SUBADVISORY AGREEMENTS FOR PHOENIX GROWTH OPPORTUNITIES FUND (THE "FUND") SEPTEMBER 30, 2006 (UNAUDITED) The Board of Trustees is responsible for determining whether to approve the Fund's investment advisory and subadvisory agreements. The Board, including a majority of the independent Trustees, approved, at a meeting held on February 17, 2006, the investment advisory agreement (the "Advisory Agreement") between Phoenix Investment Counsel, Inc. ("PIC") and the Fund and the investment subadvisory agreement (the "Subadvisory Agreement") between PIC and Turner Investment Partners, Inc. (the "Subadvisor"). Pursuant to the Advisory Agreement between PIC and the Fund, PIC provides advisory services to the Fund. Pursuant to the Subadvisory Agreement between PIC and the Subadvisor, the Subadvisor provides the day to day investment management for the Fund. The Fund is a newly created series of the Phoenix Opportunities Trust. Effective June 9, 2006, the Turner Strategic Growth Fund (the "Turner Fund"), a series of the Turner Funds Trust, was merged into the Fund pursuant to an Agreement and Plan of Reorganization approved by the Turner fund shareholders, and all of the assets and liabilities of the Turner Fund were transferred to and assumed by the Fund. Prior to the reorganization the Subadvisor was the investment advisor to the Turner Fund. Following the reorganization, PIC is the adviser to the Fund and the Subadvisor is the subadvisor providing date to day investment management for the Fund. During the review process, the Board received assistance and advice from, and met separately with, independent legal counsel. In approving each agreement, the Board, including a majority of the independent Trustees, determined that the fee structure was fair and reasonable and that approval of each agreement was in the best interests of the Fund and its shareholders. While attention was given to all information furnished, the following discusses the primary factors relevant to the Board's decision. ADVISORY AGREEMENT CONSIDERATIONS NATURE, EXTENT AND QUALITY OF SERVICES. The Board concluded that the nature, extent and quality of the overall services to be provided by PIC and its affiliates to the Fund and its shareholders were reasonable. The Board's conclusion was based, in part, upon services provided by PIC in its management of the Phoenix retail fund family which include such services as quarterly reports provided by PIC comparing the performance of the Fund with a peer group and benchmark, reports provided by PIC showing that the investment policies and restrictions for the Fund were followed and reports provided by PIC covering matters such as the compliance of investment personnel and other access persons with PIC's and the Fund's code of ethics, the adherence to fair value pricing procedures established by the Board, the monitoring of portfolio compliance, information on illiquid securities and derivatives, brokerage commissions and presentations regarding the economic environment and general investment outlook. The Board noted that PIC was responsible for the general oversight of the investment programs of the Fund and the monitoring of the Fund's Subadvisor's investment performance and its compliance with applicable laws, regulations, policies and procedures. In this regard, the Board considered the detailed performance review process of PIC's Investment Oversight Committee. With respect to compliance monitoring, the Board noted that PIC requires quarterly compliance certifications from the Subadvisor and conducts compliance due diligence visits at the Subadvisor. The Board also considered the experience of PIC having acted as an investment adviser to mutual funds for over 70 years and its current experience in acting as an investment adviser to over 60 mutual funds and several institutional clients. The Board also noted the extent of benefits that are provided Fund shareholders from being part of the Phoenix family of funds, including the right to exchange investments between the same class of funds without a sales charge, the ability to reinvest Fund dividends into other funds and the right to combine holdings in other funds to obtain a reduced sales charge. The Board also considered the transfer agent and shareholder services that will be provided to Fund shareholders by an affiliate of PIC, noting continuing improvements by management in the scope and quality of services and favorable reports on such service conducted by third parties. INVESTMENT PERFORMANCE. The Fund is a newly created series of the Phoenix Opportunities Trust and, therefore, has no investment performance history. However, performance of the Turner Fund, which merged into the Fund, was considered in connection with the consideration of the Subadvisory Agreement. PROFITABILITY. The Board also considered the expected level of profits to be realized by PIC and its affiliates in connection with the operation of the Fund. In this regard, the Board reviewed the Fund profitability analysis that addressed the overall profitably of PIC for its management of the Phoenix retail fund family. Specific attention was given to the methodology followed in allocating costs to the fund, it being recognized that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. In this regard, the Board noted that the allocation appeared reasonable. The Board also noted the voluntary reimbursements to be provided to the Fund. The Board concluded that the profitability to PIC from the Fund was reasonable. MANAGEMENT FEE AND TOTAL EXPENSES. The Board also placed significant emphasis on the review of the projected fees and expenses of the Fund. Consideration was given to an analysis of the management fee and total expense ratio of the Turner Fund and the management fee and projected total expense ratio of the Fund. The Board noted that while the projected expenses of the Fund are higher than those of the Turner Fund, actual expenses would remain the same as a result of the contractual fee waiver and expense limitation agreement to be maintained by PIC for a period of two years. Projected fees were also reviewed in comparison to those of other comparable large cap growth funds in the industry and were found to be reasonable. The Board was satisfied with the total fees and expenses of the Fund and concluded that such fees and expenses were reasonable. In addition, management indicated that the Subadvisor would likely attract new investments into the Fund and that management was exploring ways to reduce the Fund's expenses. 43 BOARD OF TRUSTEES' CONSIDERATION OF INVESTMENT ADVISORY AND SUBADVISORY AGREEMENTS FOR PHOENIX GROWTH OPPORTUNITIES FUND (THE "FUND") SEPTEMBER 30, 2006 (UNAUDITED) (CONTINUED) ECONOMIES OF SCALE. The Board noted that the management fee included breakpoints based on the amount of assets under management. The Board also noted that it was likely that PIC and the Fund would achieve certain economies of scale as the assets grew covering certain fixed costs. The Board concluded that shareholders would have an opportunity to benefit from these economies of scale. SUBADVISORY AGREEMENT CONSIDERATIONS NATURE, EXTENT AND QUALITY OF SERVICES. The Board concluded that the nature, extent and quality of the overall services that are to be provided by the Subadvisor to the Fund and its shareholders were reasonable. The Board's opinion was based, in part, upon the extensive experience of the Subadvisor and the portfolio managers in managing the Turner Fund and other accounts. In this regard, the Board noted that the lead portfolio manager has 24 years of experience in the investment management business and that the two other members of the portfolio management team have 18 and 23 years experience, respectively. The Board also considered the Subadvisor's experience in managing the Turner Fund prior to its merger into the Fund. Turning to compensation, the Board noted that a primary factor in the Subadvisor's determination of the amount of bonus compensation to portfolio managers was the relative investment performance of the funds that they managed which would align their interests with those of the Fund's shareholders. The Board also considered and was satisfied with the adequacy of the Subadvisor's compliance program. INVESTMENT PERFORMANCE. The Board considered the Subadvisor's investment performance in managing the Turner Fund prior to its merger into the Fund. The Board noted the Subadvisor's investment performance for 3 and 5 year periods had exceeded that of comparable funds within the Moningstar funds data base as of November 30, 2005, and the Turner Fund's annualized Lipper rank for one, three and five year periods was 30%, 1% and 37%, respectively. PROFITABILITY. The Board did not separately review profitability information for the Subadvisor noting that the subadvisory fee is paid by PIC and not by the Fund so that Fund shareholders would not be directly impacted. SUBADVISORY FEE. The Board did not receive comparative fee information of subadvisory fees but noted that the subadvisory fee is paid by PIC and not by the Fund so that Fund shareholders would not be directly impacted. ECONOMIES OF SCALE. The Board also considered the existence of any economies of scale and whether those economies would be passed along to the Fund's shareholders but noted that any economies would most likely be generated at the fund level and not necessarily at the subadvisor level. 44 RESULTS OF SHAREHOLDER MEETING JUNE 8, 2006 (UNAUDITED) A Special Meeting of the Shareholders of Turner Strategic Growth Fund was held on June 8, 2006, to approve an Agreement and Plan of Reorganization by and between the Turner Funds on behalf of the Turner Strategic Growth Fund (the "Fund") and Phoenix Opportunities Trust (the "Phoenix Trust"), on behalf of the Phoenix Growth Opportunities Fund (the "Phoenix Fund") which provided for and contemplated: (1) The transfer of all of the assets and liabilities of the Fund to the Phoenix Fund, a corresponding series of the Phoenix Trust, in exchange for Class A shares of the Phoenix Fund. (2) the distribution of the shares of the Phoenix Fund to shareholders of the Fund in liquidation of the Fund. NUMBER OF VOTES: For Against Abstain ------- ------- ------- 513,007 4,950 5,933 45 FUND MANAGEMENT TABLES (UNAUDITED) Information pertaining to the Trustees and officers of the Trust as of September 30, 2006, is set forth below. The statement of additional information (SAI) includes additional information about the Trustees and is available without charge, upon request, by calling (800) 243-4361. The address of each individual, unless otherwise noted, is 56 Prospect Street, Hartford, CT 06115-0480. There is no stated term of office for Trustees of the Trust.
INDEPENDENT TRUSTEES - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN FUND COMPLEX PRINCIPAL OCCUPATION(S) NAME, ADDRESS LENGTH OF OVERSEEN BY DURING PAST 5 YEARS AND AND DATE OF BIRTH TIME SERVED TRUSTEE OTHER DIRECTORSHIPS HELD BY TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------------ E. Virgil Conway Served since 2000. 71 Chairman, Rittenhouse Advisors, LLC (consulting firm) Rittenhouse Advisors, (2001-present); Trustee/Director, Phoenix Funds Complex LLC (1983-present); Trustee/Director, Realty Foundation of New 101 Park Avenue York (1972-present); Josiah Macy, Jr. Foundation New York, NY 10178 (Honorary) (2004-present); Pace University DOB: 8/2/29 (Director/Trustee Emeritus) (2003-present), Greater New York Councils, Boy Scouts of America (1985-present); The Academy of Political Science (Vice Chairman) (1985-present), Urstadt Biddle Property Corp. (1989-present), Colgate University (Trustee Emeritus) (2004-present), Director/Trustee, The Harlem Youth Development Foundation (Chairman) (1998-2002); Metropolitan Transportation Authority (Chairman) (1992-2001), Trism, Inc. (1994-2001); Consolidated Edison Company of New York, Inc. (1970-2002), Atlantic Mutual Insurance Company (1974-2002), Centennial Insurance Company (1974-2002), Union Pacific Corp. (1978-2002), BlackRock Freddie Mac Mortgage Securities Fund (Advisory Director) (1990-2000), Accuhealth (1994-2002), Pace University (1978-2003), New York Housing Partnership Development Corp. (Chairman) (1981-2003), Josiah Macy, Jr. Foundation (1975-2004). - ------------------------------------------------------------------------------------------------------------------------------------ Harry Dalzell-Payne Served since 1999. 71 Retired. Trustee/Director, Phoenix Funds Complex The Flat, Elmore Court (1983-present). Elmore, GL0S, GL2 3NT U.K. DOB: 9/8/29 - ------------------------------------------------------------------------------------------------------------------------------------ Francis E. Jeffries Served since 2005. 72 Director, The Empire District Electric Company 8477 Bay Colony Dr. #902 (1984-2004); Trustee/Director, Phoenix Funds Complex Naples, FL 34108 (1987-present). DOB: 9/23/30 - ------------------------------------------------------------------------------------------------------------------------------------ Leroy Keith, Jr. Served since 2005. 69 Partner, Stonington Partners, Inc. (private equity fund) Stonington Partners, Inc. (2001-present); Director/Trustee; Evergreen Funds (six 736 Market Street, portfolios)(1989-present). Trustee, Phoenix Funds Family Ste. 1430 Chattanooga, (1980-present); Director, Diversapak (2002-present); Obaji TN 37402 Medical Products Company (2002-present); Director, Lincoln DOB: 2/14/39 Educational Services (2002-2004); Chairman, Carson Products Company (cosmetics) (1998-2000). - ------------------------------------------------------------------------------------------------------------------------------------
46 FUND MANAGEMENT TABLES (UNAUDITED) (CONTINUED)
INDEPENDENT TRUSTEES - ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN FUND COMPLEX PRINCIPAL OCCUPATION(S) NAME, ADDRESS LENGTH OF OVERSEEN BY DURING PAST 5 YEARS AND AND DATE OF BIRTH TIME SERVED TRUSTEE OTHER DIRECTORSHIPS HELD BY TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------------ Geraldine M. McNamara Served since 2001. 71 Retired. Trustee/Director, Phoenix Funds Complex 40 East 88th Street (2001-present). Managing Director, U.S. Trust Company of New York, NY 10128 New York (private bank) (1982-2006). DOB: 4/17/51 - ------------------------------------------------------------------------------------------------------------------------------------ James M. Oates(1) Served since 2005. 69 Chairman, Hudson Castle Group, Inc. (formerly IBEX c/o Northeast Partners Capital Markets, Inc.) (financial services) 150 Federal Street, (1997-present); Trustee/Director, Phoenix Funds Family Suite 1000 (1987-present); Managing Director, Wydown Group Boston, MA 02110 (consulting firm) (1994-present); Director, Investors DOB: 5/31/46 Financial Service Corporation (1995-present); Investors Bank & Trust Corporation (1995-present), Stifel Financial (1996- present), Connecticut River Bancorp (1998-present), Connecticut River Bank (1999-present), Trust Company of New Hampshire (2002-present); Chairman, Emerson Investment Management, Inc. (2000-present); Independent Chairman, John Hancock Trust (since 2005); Trustee, John Hancock Funds II and John Hancock Funds III (since 2005); Trustee, John Hancock Trust (2004-2005); Director/Trustee, AIB Govett Funds (six portfolios) (1991-2000); Command Systems, Inc. (1998-2000); Phoenix Investment Partners, Ltd. (1995-2001); 1Mind, Inc. (formerly 1Mind.com) (2000-2002); Plymouth Rubber Co. (1995-2003); Director and Treasurer, Endowment for Health, Inc. (2000-2004). - ------------------------------------------------------------------------------------------------------------------------------------ Richard E. Segerson Served since 2005. 69 Managing Director, Northway Management Company 73 Briggs Way (1998-present). Trustee/Director, Phoenix Funds Family Chatham, MA 02633 (1983-present). DOB: 2/16/46 - ------------------------------------------------------------------------------------------------------------------------------------ Ferdinand L. J. Verdonck Served since 2004. 30 Director, Banco Urquijo (Chairman)(1998-present). Nederpolder, 7 Trustee, Phoenix Funds Family (2002-present). Director B-9000 Gent, Belgium EASDAQ (Chairman)(2001-present), The JP Morgan Fleming DOB: 7/30/42 Continental European Investment Trust (1998-present), Groupe SNEF(1998- present), Santens N.V.(1999-present). Managing Director, Almanij N.V. (1992-2003). Director, KBC Bank and Insurance Holding Company (Euronext) (1992-2003), KBC Bank (1992-2003), KBC Insurance (1992-2003), Kredietbank, S.A. Luxembourgeoise (1992-2003), Investco N.V. (1992-2003), Gevaert N.V. (1992-2003), Fidea N.V. (1992-2003), Almafin N.V. (1992-2003), Centea N.V. (1992-2003), Dutch Chamber of Commerce for Belgium and Luxemburg (1995-2001), Phoenix Investment Partners, Ltd. (1995-2001), Director, Degussa Antwerpen N.V.(1998-2004). - ------------------------------------------------------------------------------------------------------------------------------------ (1) Mr. Oates is a 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 the adviser, 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.
47 FUND MANAGEMENT TABLES (UNAUDITED) (CONTINUED) INTERESTED TRUSTEES Each of the individuals listed below is an "interested person" of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.
- ------------------------------------------------------------------------------------------------------------------------------------ NUMBER OF PORTFOLIOS IN FUND COMPLEX PRINCIPAL OCCUPATION(S) NAME, ADDRESS LENGTH OF OVERSEEN BY DURING PAST 5 YEARS AND AND DATE OF BIRTH TIME SERVED TRUSTEE OTHER DIRECTORSHIPS HELD BY TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------------ Daniel T. Geraci(2) President since 2004. 30 Executive Vice President, Asset Management, The Phoenix DOB: 6/12/57 Companies, Inc. (2003-present); Director, Chairman, President and Chief Executive Officer, Phoenix Investment Partners, Ltd. (2003-present); President, Phoenix Equity Planning Corporation (2005-present); President, DPCM Holding, Inc. (2005-present); President, Capital West Asset Management, LLC (2005-present); Director and President, Phoenix Investment Counsel, Inc. (2003-present); Director, Pasadena Capital Corporation (2003-present); President, Euclid Advisers, LLC (2003- present); Director and Chairman, PXP Institutional Markets Group, Ltd. (2003-present); Director and President, Rutherford Financial Corporation (2003-present); Director, DPCM Holding, Inc. (2003-present); President, Phoenix/Zweig Advisers, LLC (2003-present); Director and Chairman, Phoenix Equity Planning Corporation (2003-present); Director and Chairman, Duff & Phelps Investment Management Company (2003-present); Director, Capital West Asset Management, LLC (2003-present); Chief Executive Officer and President, The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc. (2004-present); President, the Phoenix Funds Family (2004-present); Chief Sales and Marketing Officer, Phoenix Equity Planning Corporation (2003-2005); President and Chief Executive Officer of North American investment operations, Pioneer Investment Management USA, Inc. (2001-2003); President of Private Wealth Management Group & Fidelity Brokerage Company, Fidelity Investments (1996-2001). - ------------------------------------------------------------------------------------------------------------------------------------ Marilyn E. LaMarche(3) Served since 2005. 69 Limited Managing Director, Lazard Freres & Co. LLC Lazard Freres & Co. LLC (1997-present). Trustee/Director, Phoenix Funds Family 30 Rockefeller Plaza, (2002-present). Director, The Phoenix Companies, Inc. 59th Floor (2001-2005) and Phoenix Life Insurance Company New York, NY 10020 (1989-2005). DOB: 5/11/34 - ------------------------------------------------------------------------------------------------------------------------------------ Philip R. McLoughlin(4) Served since 1999. 97 Director, PXRE Corporation (Reinsurance) (1985-present); 200 Bridge Street World Trust Fund (1991-present), Director/Trustee, Phoenix Chatham, MA 02633 Chairman Funds Complex (1989-present); Management Consultant DOB: 10/23/46 (2002-2004), Chairman (1997-2002), Chief Executive Officer (1995-2002) and Director (1995-2002), Phoenix Investment Partners, Ltd.; Director and Executive Vice President, The Phoenix Companies, Inc. (2000-2002); Director (1994-2002) and Executive Vice President, Investments (1987-2002), Phoenix Life Insurance Company; Director (1983-2002) and Chairman (1995-2002), Phoenix Investment Counsel, Inc.; Director (1982-2002), Chairman (2000-2002) and President (1990-2000), Phoenix Equity Planning Corporation; Chairman and President, Phoenix/Zweig Advisers LLC (2001-2002); Director (2001-2002) and President (April 2002-September 2002), Phoenix Investment Management Company; Director and Executive Vice President, Phoenix Life and Annuity Company (1996-2002); Director (1995-2000), Executive Vice President (1994-2002), and Chief Investment Counsel (1994-2002), PHL Variable Insurance Company; Director, Phoenix National Trust Holding Company (2001-2002); Director (1985-2002), Vice President (1986-2002) and Executive Vice President (April 2002-September 2002), PM Holdings, Inc.; Director, WS Griffith Associates, Inc. (1995-2002); Director, WS Griffith Securities, Inc. (1992-2002). - ------------------------------------------------------------------------------------------------------------------------------------ (2) Mr. Geraci is an "interested person" as defined in the Investment Company Act of 1940 by reason of his relationship with Phoenix Investment Partners Ltd. and its affiliates. (3) Ms. LaMarche is an "interested person," as defined in the Investment Company Act of 1940, by reason of her former position as Director of The Phoenix Companies, Inc. and Phoenix Life Insurance Company. (4) Mr. McLoughlin is an "interested person," as defined in the Investment Company Act of 1940, by reason of his former relationship with Phoenix Investment Partners, Ltd. and its affiliates.
48 FUND MANAGEMENT TABLES (UNAUDITED) (CONTINUED)
OFFICERS OF THE TRUST WHO ARE NOT TRUSTEES - ------------------------------------------------------------------------------------------------------------------------------------ POSITION(S) HELD WITH NAME, ADDRESS AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S) DATE OF BIRTH TIME SERVED DURING PAST 5 YEARS - ------------------------------------------------------------------------------------------------------------------------------------ George R. Aylward Executive Vice President Senior Vice President and Chief Operating Officer, Asset DOB: 8/17/64 since 2004. Management, The Phoenix Companies, Inc. (2004-present). Executive Vice President and Chief Operating Officer, Phoenix Investment Partners, Ltd. (2004-present). Vice President, Phoenix Life Insurance Company (2002-2004). Vice President, The Phoenix Companies, Inc. (2001-2004). Vice President, Finance, Phoenix Investment Partners, Ltd. (2001-2002). Assistant Controller, Phoenix Investment Partners, Ltd. (1996-2001). Executive Vice President, certain funds within the Phoenix Funds Family (2004-present). - ------------------------------------------------------------------------------------------------------------------------------------ Nancy G. Curtiss Senior Vice President Assistant Treasurer (2001-present), Vice President, Fund DOB: 11/24/52 since 2006. Accounting (1994-2000), Phoenix Equity Planning Corporation. Vice President, Phoenix Investment Partners, Ltd. (2003-present). Senior Vice President, the Phoenix Funds Family (since 2006). Vice President, The Phoenix Edge Series Fund (1994-present), Treasurer, The Zweig Fund Inc. and the Zweig Total Return Fund Inc. (2003- present). Chief Financial Officer (2005-2006) and Treasurer (1994-2006), or Assistant Treasurer (2005-2006), certain funds within the Phoenix Fund Complex. - ------------------------------------------------------------------------------------------------------------------------------------ Francis G. Waltman Senior Vice President Senior Vice President, Asset Management Product DOB: 7/27/62 since 2004. Development, The Phoenix Companies, Inc. (since 2006); Senior Vice President, Asset Management Product Development, Phoenix Investment Partners, Ltd. (2005-present), Senior Vice President and Chief Administrative Officer, Phoenix Investment Partners, Ltd., (2003-2004). Senior Vice President and Chief Administrative Officer, Phoenix Equity Planning Corporation (1999-2003), Senior Vice President, certain funds within the Phoenix Fund Family (2004-present). - ------------------------------------------------------------------------------------------------------------------------------------ Marc Baltuch c/o Zweig-DiMenna Vice President and Chief Chief Compliance Officer, Zweig-DiMenna Associates LLC Associates, LLC Compliance Officer since 2004. (1989-present); Vice President and Chief Compliance 900 Third Avenue Officer, certain Funds within the Phoenix Fund Complex New York, NY 10022 (2004-present); Vice President, The Zweig Total Return DOB: 9/23/45 Fund, Inc. (2004-present); Vice President, The Zweig Fund, Inc. (2004-present); President and Director of Watermark Securities, Inc. (1991-present); Assistant Secretary of Gotham Advisors Inc. (1990-present); Secretary, Phoenix-Zweig Trust (1989-2003); Secretary, Phoenix-Euclid Market Neutral Fund (1999-2002). - ------------------------------------------------------------------------------------------------------------------------------------ W. Patrick Bradley Chief Financial Officer and Second Vice President, Fund Administration, Phoenix DOB: 3/2/72 Treasurer since 2005. Equity Planning Corporation (2004-present). Chief Financial Officer and Treasurer (2006-present) or Chief Financial Officer and Treasurer (2005-present), certain funds within the Phoenix Fund Family. Vice President, Chief Financial Officer, Treasurer and Principal Accounting Officer, The Phoenix Edge Series Fund (since 2006). Assistant Treasurer, certain funds within the Phoenix Fund Complex (2004-2006). Senior Manager (2002-2004), Manager (2000-2002), Audit, Deloitte & Touche, LLP. - ------------------------------------------------------------------------------------------------------------------------------------ Kevin J. Carr Vice President, Vice President and Counsel, Phoenix Life Insurance One American Row Chief Legal Officer, Company (2005-present). Vice President, Counsel, Chief Hartford, CT 06102 Counsel and Legal Officer and Secretary of certain funds within the DOB: 8/30/54 Secretary since 2005. Phoenix Fund Complex (2005-present). Compliance Officer of Investments and Counsel, Travelers Life & Annuity Company (January 2005-May 2005). Assistant General Counsel, The Hartford Financial Services Group (1999-2005). - ------------------------------------------------------------------------------------------------------------------------------------
49 PHOENIX OPPORTUNITIES TRUST 101 Munson Street Greenfield, MA 01301-9668 TRUSTEES E. Virgil Conway Harry Dalzell-Payne Daniel T. Geraci Francis E. Jeffries Leroy Keith, Jr. Marilyn E. LaMarche Philip R. McLoughlin, Chairman Geraldine M. McNamara James M. Oates Richard E. Segerson Ferdinand L. J. Verdonck OFFICERS Daniel T. Geraci, President George R. Alyward, Executive Vice President Nancy G. Curtiss, Senior Vice President Francis G. Waltman, Senior Vice President Marc Baltuch, Vice President and Chief Compliance Officer W. Patrick Bradley, Chief Financial Officer and Treasurer Kevin J. Carr, Vice President, Chief Legal Officer, Counsel and Secretary INVESTMENT ADVISER Phoenix Investment Counsel, Inc. 56 Prospect Street Hartford, CT 06115-0480 PRINCIPAL UNDERWRITER Phoenix Equity Planning Corporation One American Row Hartford, CT 06103-2899 TRANSFER AGENT Phoenix Equity Planning Corporation One American Row Hartford, CT 06103-2899 CUSTODIAN State Street Bank and Trust Company P.O. Box 5501 Boston, MA 02206-5501 PFPC Trust Co. 8800 Tinicum Boulevard Philadelphia, PA 19153 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PricewaterhouseCoopers LLP 125 High Street Boston, MA 02110-1707 HOW TO CONTACT US Mutual Fund Services 1-800-243-1574 Advisor Consulting Group 1-800-243-4361 Telephone Orders 1-800-367-5877 Text Telephone 1-800-243-1926 Web site PHOENIXFUNDS.COM - -------------------------------------------------------------------------------- IMPORTANT NOTICE TO SHAREHOLDERS The Securities and Exchange Commission has modified mailing regulations for semiannual and annual shareholder fund reports to allow mutual fund companies to send a single copy of these reports to shareholders who share the same mailing address. If you would like additional copies, please call Mutual Fund Services at 1-800-243-1574. - -------------------------------------------------------------------------------- (This page has been left blank intentionally.) (This page has been left blank intentionally.) --------------- PRESORTED STANDARD U.S. POSTAGE PAID Louisville, KY Permit No. 1051 --------------- [GRAPHIC OMITTED] PHOENIXFUNDS(SM) PHOENIX EQUITY PLANNING CORPORATION P.O. Box 150480 Hartford, CT 06115-0480 For more information about Phoenix mutual funds, please call your financial representative, contact us at 1-800-243-1574 or visit PHOENIXFUNDS.COM. NOT INSURED BY FDIC/NCUSIF OR ANY FEDERAL GOVERNMENT AGENCY. NO BANK GUARANTEE. NOT A DEPOSIT. MAY LOSE VALUE. PXP1140 11-06 BPD27752 ITEM 2. CODE OF ETHICS. (a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. (c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics described in Item 2(b) of the instructions for completion of Form N-CSR. (d) The registrant has not granted any waivers, during the period covered by this report, including an implicit waiver, from a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of the instructions for completion of this Item. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a)(1) The Registrant's Board of Trustees has determined that the Registrant has an "audit committee financial expert" serving on its Audit Committee. (a)(2) E. Virgil Conway has been determined by the Registrant to possess the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an "audit committee financial expert." Mr. Conway is an "independent" trustee pursuant to paragraph (a)(2) of Item 3 to Form N-CSR. (a)(3) Not applicable. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Audit Fees - ---------- (a) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $64,000 for 2006 and $81,060 for 2005. Audit-Related Fees - ------------------ (b) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are $0 for 2006 and $0 for 2005. Tax Fees - -------- (c) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $15,900 for 2006 and $15,050 for 2005. "Tax Fees" are those primarily associated with review of the Trust's tax provision and qualification as a regulated investment company (RIC) in connection with audits of the Trust's financial statement, review of year-end distributions by the Fund to avoid excise tax for the Trust, periodic discussion with management on tax issues affecting the Trust, and reviewing and signing the Fund's federal income and excise tax returns. All Other Fees - -------------- (d) The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2006 and $0 for 2005. (e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. The Phoenix Opportunities Trust (the "Fund") Board has adopted policies and procedures with regard to the pre-approval of services provided by PwC. Audit, audit-related and tax compliance services provided to the Fund on an annual basis require specific pre-approval by the Board. As noted above, the Board must also approve other non-audit services provided to the Fund and those non-audit services provided to the Fund's Affiliated Service Providers that relate directly to the operations and financial reporting of the Fund. Certain of these non-audit services that the Board believes are a) consistent with the SEC's auditor independence rules and b) routine and recurring services that will not impair the independence of the independent auditors may be approved by the Board without consideration on a specific case-by-case basis ("general pre-approval"). The Audit Committee has determined that Mr. E. Virgil Conway, Chair of the Audit Committee, may provide pre-approval for such services that meet the above requirements in the event such approval is sought between regularly scheduled meetings. In the event that Mr. Conway determines that the full board should review the request, he has the opportunity to convene a meeting of the Funds Board. In any event, the Board is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. (e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows: (b) Not applicable for 2006 and not applicable for 2005 (c) 100% for 2006 and 100% for 2005 (d) Not applicable for 2006 and not applicable for 2005 (f) The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than fifty percent. (g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $956,127 for 2006 and $1,898,249 for 2005. h) The registrant's audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS. Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant's board of trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR 240.14a-101), or this Item. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto. (a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. (a)(3) Not applicable. (b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (registrant) Phoenix Opportunities Trust - -------------------------------------------------------------------------------- By (Signature and Title)* /s/ George R. Aylward ------------------------------------------------------- George R. Aylward, President (principal executive officer) Date December 8, 2006 ---------------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ George R. Aylward ------------------------------------------------------- George R. Aylward, President (principal executive officer) Date December 8, 2006 ---------------------------------------------------------------------------- By (Signature and Title)* /s/ W. Patrick Bradley ------------------------------------------------------- W. Patrick Bradley, Chief Financial Officer and Treasurer (principal financial officer) Date December 8, 2006 ---------------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature. EX-99.CODE ETH 2 g34919codeeth.txt CODE OF ETHICS EX-99.CODE ETH CODE OF ETHICS FOR CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS The Phoenix mutual funds(1) (each, and collectively, a "FUND") is committed to conducting business in accordance with applicable laws, rules and regulations and the highest standards of business ethics, and to full and accurate disclosure -- financial and otherwise -- in compliance with applicable law. This Code of Ethics, applicable to each Fund's Chief Executive Officer, President, Chief Financial Officer and Treasurer (or persons performing similar functions) (together, "SENIOR OFFICERS"), sets forth policies to guide you in the performance of your duties. As a Senior Officer, you must comply with applicable law. You also have a responsibility to conduct yourself in an honest and ethical manner. You have leadership responsibilities that include creating a culture of high ethical standards and a commitment to compliance, maintaining a work environment that encourages the internal reporting of compliance concerns and promptly addressing compliance concerns. This Code of Ethics recognizes that the Senior Officers are subject to certain conflicts of interest inherent in the operation of investment companies, because the Senior Officers (in addition to their role as senior officers of the Fund) currently or may in the future serve as officers or employees of a Phoenix investment adviser(2) (the "ADVISER"), Phoenix Investment Partners, Ltd., The Phoenix Companies, Inc. or other affiliates thereof (collectively, "PHOENIX") and as officers or trustees/directors of other registered investment companies and unregistered investment funds advised by Phoenix. This Code of Ethics also recognizes that certain laws and regulations applicable to, and certain policies and procedures adopted by, the Fund, the Adviser or - ---------------------- (1) Phoenix Funds (which include Phoenix Equity Series Fund, Phoenix Equity Trust, Phoenix-Goodwin California Tax-Exempt Bond Fund, Phoenix Institutional Mutual Funds, Phoenix Investment Trust 97, Phoenix Multi-Portfolio Fund, Phoenix Multi-Series Trust, Phoenix-Oakhurst Income & Growth Fund, Phoenix-Oakhurst Strategic Allocation Fund, Phoenix Partners Select Funds, Phoenix Portfolios, Phoenix Series Fund, and Phoenix Strategic Equity Series Fund), the Phoenix Partners Funds (which includes Phoenix-Kayne Funds and Phoenix-Seneca Funds), The Phoenix Edge Series Fund ("PESF"); and, The Phoenix-Engemann Funds ("Engemann Funds"). (2) Phoenix Investment Counsel, Inc. ("PIC"), Duff & Phelps Investment Management Co. ("DPIM"), Engemann Asset Management ("EAM"), Euclid Advisors LLC ("EAL"), Kayne Anderson Rudnick Investment Management LLC ("KAR"), Phoenix Variable Advisors, Inc. ("PVA"), Seneca Capital Management, LLC ("SCM"), Phoenix/Zweig Advisers LLC ("PZA") Phoenix govern your conduct in connection with many of the conflict of interest situations that arise in connection with the operations of the Fund, including: o the Investment Company Act of 1940, as amended, and the rules and regulation promulgated thereunder by the Securities and Exchange Commission (the "1940 ACT"); o the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder by the Securities and Exchange Commission (the "ADVISERS ACT"); o the Code of Ethics adopted by the Fund pursuant to Rule 17j-1(c) under the 1940 Act (collectively, the "FUND'S 1940 ACT CODE OF ETHICS"); o one or more codes of ethics adopted by the Adviser that have been reviewed and approved by those trustees (the "TRUSTEES") of the Fund that are not "INTERESTED PERSONS" of the Fund (the "INDEPENDENT TRUSTEES") within the meaning of the 1940 Act (the "ADVISER'S 1940 ACT CODE OF ETHICS" and, together with the Fund's 1940 Act Code of Ethics, the "1940 ACT CODES OF ETHICS"); o the policies and procedures adopted by the Fund to address conflict of interest situations, such as procedures under Rule 10f-3 and Rule 17a-7 under the 1940 Act (collectively, the "FUND POLICIES"); and o each Adviser's general policies and procedures to address, among other things, conflict of interest situations and related matters (collectively, the "ADVISER POLICIES"). The provisions of the 1940 Act, the Advisers Act, the 1940 Act Codes of Ethics, the Fund Policies and the Adviser Policies are referred to herein collectively as the "ADDITIONAL CONFLICT RULES". This Code of Ethics is different from, and is intended to supplement, the Additional Conflict Rules. Accordingly, a violation of the Additional Conflict Rules by a Senior Officer is hereby deemed not to be a violation of this Code of Ethics, unless and until the Board of Trustees of the Fund (the "BOARD") shall determine that any such violation of the Additional Conflict Rules is also a violation of this Code of Ethics. SENIOR OFFICERS SHOULD ACT HONESTLY AND CANDIDLY Each Senior Officer has a responsibility to the Fund to act with integrity. Integrity requires, among other things, being honest and candid. Deceit and subordination of principle are inconsistent with integrity. Each Senior Officer must: o act with integrity, including being honest and candid while still maintaining the confidentiality of information where required by law or the Additional Conflict Rules; o not withhold any relevant information; o comply with the laws, rules and regulations that govern the conduct of the Fund's operations and report any suspected violations thereof in accordance with the section below entitled "Compliance With Code Of Ethics"; and o adhere to a high standard of business ethics. CONFLICTS OF INTEREST A conflict of interest for the purpose of this Code of Ethics occurs when your private interests interfere in any way, or even appear to interfere, with the interests of the Fund. Senior Officers are expected to use objective and unbiased standards when making decisions that affect the Fund, keeping in mind that Senior Officers are subject to certain inherent conflicts of interest because Senior Officers of a Fund also are or may be officers of the Adviser and other funds advised or serviced by Phoenix (as a result of which it is incumbent upon you to be familiar with and to seek to comply with the Additional Conflict Rules). You are required to conduct the business of the Fund in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and business relationships. When making any investment, accepting any position or benefits, participating in any transaction or business arrangement or otherwise acting in a manner that creates or appears to create a conflict of interest with respect to the Fund where you are receiving a personal benefit, you should act in accordance with the letter and spirit of this Code of Ethics. If you are in doubt as to the application or interpretation of this Code of Ethics to you as a Senior Officer of the Fund, you should make full disclosure of all relevant facts and circumstances to the Chief Compliance Officer of the Fund (the "CHIEF COMPLIANCE OFFICER") and obtain the prior approval of the Chief Compliance Officer prior to taking or not taking action. Some conflict of interest situations that should always be approved by the Chief Compliance Officer, if material, include the following: o the receipt of any entertainment or non-nominal gift by the Senior Officer, or a member of his or her family, from any company with which the Fund has current or prospective business dealings (other than the Adviser or Phoenix), unless such entertainment or gift is business related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety; o any ownership interest in, or any consulting or employment relationship with, any of the Fund's service providers, other than the Adviser or Phoenix; or o a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Senior Officer's employment by the Adviser or Phoenix, such as compensation or equity ownership. Nominal gifts in the aggregate may rise to create a conflict of interest. In the event that you are involved in any of these situations, you should immediately disclose the situation to the Chief Compliance Officer and to Counsel for the independent trustees. The Chief Compliance Officer will disclose the situation to the full Board. DISCLOSURES It is the policy of the Fund to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission or a national securities exchange and in all other public communications made by the Fund. As a Senior Officer, you are required to promote compliance with this policy and to abide by the Fund's standards, policies and procedures designed to promote compliance with this policy. Each Senior Officer must: o familiarize himself or herself with the disclosure requirements applicable to the Fund as well as the business and financial operations of the Fund; and o not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, including to the Trustees, the Fund's independent auditors, the Fund's counsel, counsel to the Independent Directors, governmental regulators or self-regulatory organizations. o not knowingly withhold, or cause others to withhold, facts about the Fund to others, including to other Trustees, the Fund's independent auditors, the Fund's counsel, counsel to the independent Trustees, governmental regulators or self-regulatory organizations. COMPLIANCE WITH CODE OF ETHICS If you know of or suspect a violation of this Code of Ethics or other laws, regulations, policies or procedures applicable to the Fund, you must report that information on a timely basis to the Chief Compliance Officer or report it anonymously by following the "whistle blower" policies adopted by the Fund from time to time. For the purposes hereof, the Fund has endorsed usage of the Phoenix confidential, 24-hour toll-free telephone help line at 1-800-813-8180 and shall require the Phoenix Chief Compliance Officer to promptly report any calls made to such number affecting a Fund. NO ONE WILL BE SUBJECT TO RETALIATION BECAUSE OF A GOOD FAITH REPORT OF A SUSPECTED VIOLATION. The Fund will follow these procedures in investigating and enforcing this Code of Ethics, and in reporting on this Code of Ethics: o the Chief Compliance Officer will take all appropriate action to investigate any actual or potential violations reported to him or her; o violations and potential violations will be reported to the applicable Fund Board after such investigation; o if the Fund Board determines that a violation has occurred, it will take all appropriate disciplinary or preventive action; and o appropriate disciplinary or preventive action may include a letter of censure, suspension, dismissal or, in the event of criminal or other serious violations of law, notification of the Securities and Exchange Commission or other appropriate law enforcement authorities. Senior Officers must make this Code of Ethics known to persons who might know of a potential conflict of interest, including the "whistle blower" policies adopted by the Fund from time to time. WAIVERS OF CODE OF ETHICS Except as otherwise provided in this Code of Ethics, the Chief Compliance Officer is responsible for applying this Code of Ethics to specific situations in which questions are presented to the Chief Compliance Officer and has the authority to interpret this Code of Ethics in any particular situation. The Chief Compliance Officer shall take all action he or she considers appropriate to investigate any actual or potential violations reported under this Code of Ethics. The Chief Compliance Officer is authorized to consult, as appropriate, with the chair of the Fund Board and with counsel to the Fund, the Adviser, Phoenix or the Independent Trustees, and is encouraged to do so. Each Fund Board, or any duly designated committee thereof, is responsible for granting waivers of this Code of Ethics, as appropriate. Any changes to or waivers of this Code of Ethics will, to the extent required, be disclosed on Form N-CSR, or otherwise, as provided by Securities and Exchange Commission rules. RECORDKEEPING The Fund will maintain and preserve for a period of not less than six (6) years from the date an action is taken, the first two (2) years in an easily accessible place, a copy of the information or materials supplied to the Fund Board or to any appropriate Committee thereof: o that provided the basis for any amendment or waiver to this Code of Ethics; and o relating to any violation of this Code of Ethics and sanctions imposed for such violation, together with a written record of the approval or action taken by the Board. CONFIDENTIALITY All reports and records prepared or maintained pursuant to this Code of Ethics shall be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code of Ethics, such matters shall not be disclosed to anyone other than the Independent Trustees and their counsel, the Fund and its counsel, the Adviser and/or other Phoenix entity and its counsel and any other advisors, consultants or counsel retained by the Trustees, the Independent Trustees or any committee of the Board. AMENDMENTS This Code of Ethics may not be amended except in written form, which is specifically approved by a majority vote of the Trustees of each Fund, including a majority of the Independent Trustees. NO RIGHTS CREATED This Code of Ethics is a statement of certain fundamental principles, policies and procedures that govern each of the Senior Officers in the conduct of each Fund's business. It is not intended to and does not create any rights in any employee, investor, supplier, competitor, shareholder or any other person or entity. (Revised November 2004) EX-99.CERT 3 g34919_ex302.txt 302 CERTIRFICATION CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT I, George R. Aylward, certify that: 1. I have reviewed this report on Form N-CSR of Phoenix Opportunities Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: December 8, 2006 /s/ George R. Aylward -------------------- -------------------------------------------- George R. Aylward, President (principal executive officer) CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT I, W. Patrick Bradley, certify that: 1. I have reviewed this report on Form N-CSR of Phoenix Opportunities Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: December 8, 2006 /s/ W. Patrick Bradley ---------------------- ----------------------------------------------- W. Patrick Bradley, Chief Financial Officer and Treasurer (principal financial officer) EX-99.906CERT 4 g34919_ex906.txt 906 CERTIFICATION CERTIFICATION PURSUANT TO RULE 30A-2(B) UNDER THE 1940 ACT AND SECTION 906 OF THE SARBANES-OXLEY ACT I, George R. Aylward, President of Phoenix Opportunities Trust (the "Registrant"), certify that: 1. The Form N-CSR of the Registrant containing the financial statements (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: December 8, 2006 /s/ George R. Aylward ---------------------- ------------------------------------------------ George R. Aylward, President (principal executive officer) I, W. Patrick Bradley, Chief Financial Officer and Treasurer of Phoenix Opportunities Trust (the "Registrant"), certify that: 1. The Form N-CSR of the Registrant containing the financial statements (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: December 8, 2006 /s/ W. Patrick Bradley ---------------------- ------------------------------------------------ W. Patrick Bradley, Chief Financial Officer and Treasurer (principal financial officer) -----END PRIVACY-ENHANCED MESSAGE-----